Shan Cui
About Shan Cui
Shan Cui, age 53, is an independent director of Flag Ship Acquisition Corporation (FSHP) and has served on the board since February 2021. She is the chair of the Audit Committee and has been designated an “audit committee financial expert” under SEC rules, reflecting deep finance and governance expertise. Her background includes CFO roles and multiple public-company directorships across SPACs and U.S.-listed issuers, with ongoing work as Executive Director of First Capital International Limited (since 2010) and prior CFO experience at Lizhan Environmental Corporation (2011–2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lizhan Environmental Corporation | Chief Financial Officer | Feb 2011 – Feb 2013 | Senior finance leadership at a Nasdaq-listed issuer |
| First Capital International Limited | Executive Director | Since 2010 | Consulting for PE/VC firms; long-standing advisory role |
| WiMi Hologram Cloud Inc. | Independent Director | Jun 2020 – May 2021 | Independent oversight |
| Addentax Group Corp. | Independent Director | Apr 2020 – Apr 2021 | Independent oversight |
| Greenland Acquisition Corporation | Independent Director | “From May 2021 to October 2019” (as disclosed) | SPAC board service; potential date inversion in filing |
External Roles
| Organization | Role | Tenure/Context | Notes |
|---|---|---|---|
| Global Star Acquisition Inc. (SPAC) | Chief Financial Officer | IPO closed Sep 2022 | Active CFO role at another SPAC |
| Venus Acquisition Corporation (SPAC) | Independent Director | Since Feb 2021 | Ongoing SPAC governance role |
Board Governance
- Independence: The board determined that Shan Cui is independent under NASDAQ and SEC rules; FSHP currently has three independent directors (Cui, Liu, He). Independent directors hold regularly scheduled meetings without management present .
- Committee structure and roles:
- Audit Committee: Members—Shan Cui (Chair), Pai Liu, Wen He; all financially literate; Cui designated “audit committee financial expert” .
- Compensation Committee: Members—Shan Cui, Wen He (Chair), Pai Liu; charter permits retention of independent advisors .
- Nominating Committee: Members—Shan Cui, Pai Liu (Chair), Wen He .
- Audit Committee engagement: Audit Committee report is signed by Cui, He, and Liu, confirming active oversight of 2024 financials and auditor independence .
- Ownership concentration: Founders (via sponsor) beneficially own ~39.06% of outstanding shares, enabling influence over director elections and major actions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $0 | No compensation of any kind paid to directors prior to initial business combination |
| Committee chair/member fees | $0 | No director fees disclosed pre‑business combination |
| Meeting fees | $0 | No director fees disclosed; only expense reimbursement |
| Expense reimbursement | Uncapped | Audit Committee reviews reimbursements quarterly; no cap on out‑of‑pocket reimbursements |
| Related-party admin services (Company→Sponsor affiliate) | $10,000/month | Administrative Services Agreement with Whale Management Corp. (sponsor affiliate) until business combination or liquidation |
Performance Compensation
| Award Type | Status | Performance Metrics / Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed pre‑combination | Company states no compensation of any kind to directors prior to business combination |
| Cash bonus | None disclosed pre‑combination | No bonuses disclosed for directors |
| Clawback policy (Company-wide) | Adopted | Mandatory recovery of erroneously awarded incentive compensation for executive officers per Nasdaq Rule 5608; policy filed as Exhibit 97.1 |
Other Directorships & Interlocks
| Company | Relationship to FSHP | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Global Star Acquisition Inc. (SPAC) | Unrelated issuer | CFO | Multi‑SPAC role may create time/opportunity allocation conflicts per FSHP risk disclosures |
| Venus Acquisition Corporation (SPAC) | Unrelated issuer | Independent Director | Overlapping SPAC mandates can create pipeline allocation issues |
| WiMi Hologram Cloud Inc. | Unrelated issuer | Independent Director (former) | Historical public‑company governance experience |
| Addentax Group Corp. | Unrelated issuer | Independent Director (former) | Historical public‑company governance experience |
| Greenland Acquisition Corporation (SPAC) | Unrelated issuer | Independent Director (historical) | SPAC pipeline overlap risk noted at FSHP |
Expertise & Qualifications
- Audit committee financial expert; deep familiarity with SEC/Nasdaq governance and auditor oversight .
- CFO and executive advisory experience across multiple issuers and SPACs (Global Star Acquisition CFO; Lizhan Environmental CFO; First Capital International Executive Director) .
- Board service across U.S.-listed companies (WiMi, Addentax) and SPACs (Venus, Greenland), indicating broad governance exposure .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (FSHP) | 0 shares; Cui does not beneficially own FSHP ordinary shares |
| Ownership as % of outstanding | 0% |
| Pecuniary interest via sponsor | Yes; pecuniary interest through ownership of Whale Management Corp. (sponsor) shares, though only the Chairman has voting control at the sponsor |
| Shares pledged | Not disclosed |
| Options/RSUs | Not disclosed |
Governance Assessment
- Strengths:
- Independent director and Audit Committee Chair with “financial expert” designation; active participation evidenced by signed Audit Committee report .
- Full committee coverage (Audit, Compensation, Nominating) with independent membership per Nasdaq rules .
- Risks / RED FLAGS:
- Related‑party arrangements: Company pays $10,000/month to the sponsor’s affiliate for administrative services; all directors are shareholders of the sponsor, creating perceived alignment but also conflicts around approvals and oversight .
- No formal related‑party transaction policy adopted, despite audit committee charter listing review responsibilities—process gap raises oversight concerns .
- Multi‑SPAC roles (CFO/director at other SPACs) and overlapping mandates create time allocation and business opportunity conflicts (explicitly highlighted in FSHP risk factors) .
- Founder/sponsor control: ~39.06% ownership by founders can materially influence governance outcomes, including director elections and transaction approvals .
- Independence & Engagement:
- Independence affirmed under SEC/Nasdaq standards; independent director executive sessions occur regularly; attendance rates are not disclosed, but committee reporting indicates engagement .
Overall investor implications: Cui’s technical credentials and audit leadership support board effectiveness, but sponsor-linked pecuniary interests, administrative fee arrangements, and multi‑SPAC roles introduce conflicts that warrant close monitoring, particularly around transaction vetting, related‑party approvals, and time/opportunity allocation .