Wen He
About Wen He
Wen He, age 59, is an independent director of Flag Ship Acquisition Corporation (FSHP) serving since February 2024, with expertise spanning 26 years in Internet/IoT/IT/software and over a decade in investment and M&A; he holds an MBA from Columbia Southern University, a Bachelor’s from Hunan Normal University, and PMP and ICAA credentials . FSHP’s board has determined Wen He to be independent under NASDAQ and SEC rules, and he is standing for re-election at the December 18, 2025 annual meeting; directors serve two-year terms in a single class of four .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xunye Group | Operation Director | Not disclosed | Early Internet company leadership in China |
| Shenzhen Longmai Information Co., Ltd. | Vice President | Not disclosed | Technology leadership |
| Naoku Technology Holding Group | President & Technology Director | Not disclosed | Technology and operations leadership |
| OP.CN (predecessor to Qvod Player) | Co-founder & Chairman | Founded 2001 | Early digital media platform leadership |
| Guangdong Gaohe Financial Leasing Co., Ltd. | Executive Director | Not disclosed | Financial services governance |
| China Oil Gangran Energy Group Holdings Limited (08132.HK) | Independent Director | Not disclosed | Board oversight at HK-listed issuer |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Alphatime Acquisition Corp. | Independent Director | Current; Nasdaq-listed SPAC | Board service in SPAC ecosystem |
| Dr. Peng Cloud Computing Ltd. | Vice Manager | Current | Cloud computing operations leadership |
| Haijuhuiren Holding Group | President | Current | Corporate leadership |
Board Governance
- Independence: The board classifies Wen He as an independent director under NASDAQ and SEC rules .
- Committee assignments:
- Audit Committee: Member; Chair is Shan Cui; all members financially literate, with Cui as audit committee financial expert .
- Compensation Committee: Chair; committee oversees CEO and officer compensation policies, incentive plans, perquisites, disclosures, and may retain independent advisors subject to independence assessments .
- Nominating Committee: Member; Chair is Pai Liu; committee manages director recruitment and qualifications .
- Independent director sessions: Independent directors will have regularly scheduled meetings with only independent directors present .
- Audit Committee Report: Wen He signed the Audit Committee Report, reflecting participation in audit oversight .
- Attendance: The proxy does not disclose director meeting attendance rates .
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Annual cash retainer (director) | $0 | No compensation or fees of any kind will be paid to founders, management team or their affiliates prior to consummation of initial business combination; directors receive reimbursement of out-of-pocket expenses only . |
| Committee membership fees | $0 | Not disclosed; policy indicates no fees prior to business combination . |
| Committee chair fees | $0 | Not disclosed; policy indicates no fees prior to business combination . |
| Meeting fees | $0 | Not disclosed; policy indicates no fees prior to business combination . |
| Reimbursement of expenses | Yes | Directors, officers and founders will receive reimbursement for out-of-pocket expenses incurred on company business . |
Performance Compensation
| Element | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs/PSUs | N/A | N/A | N/A | N/A | N/A (no director equity grants disclosed) . |
| Stock options | N/A | N/A | N/A | N/A | N/A (no director equity grants disclosed) . |
| Clawback policy (context) | Adopted | N/A | N/A | 3-year lookback for erroneously awarded incentive-based comp to executive officers upon restatement | Applies to executive officers per Nasdaq Rule 5608; not specified for directors . |
No director equity awards, vesting schedules, or performance-linked metrics are disclosed; compensation is limited to expense reimbursement before a business combination .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Potential Interlock/Notes |
|---|---|---|---|
| Alphatime Acquisition Corp. | Nasdaq | Independent Director | SPAC ecosystem overlap; monitor for de-SPAC transaction conflicts . |
| China Oil Gangran Energy Group Holdings Limited | HK (08132.HK) | Independent Director (prior) | External energy sector governance experience . |
No specific related-party interlocks with FSHP’s customers/suppliers are disclosed in the proxy .
Expertise & Qualifications
- Sector experience: 26 years across Internet, IoT, IT and software; plus over 10 years in investment/M&A with emphasis on fundraising, investment management, equity and bond financing, and fintech .
- Education & credentials: MBA (Columbia Southern University); Bachelor’s (Hunan Normal University); PMP and ICAA .
- Board qualifications: Active role as Compensation Committee Chair; member of Audit and Nominating Committees; participation in Audit Committee Report indicates financial oversight engagement .
Equity Ownership
| Holder | Direct Beneficial Ownership | Indirect Interest | Notes |
|---|---|---|---|
| Wen He | 0 shares | Pecuniary interest via sponsor (Whale Management Corporation) | Footnote states he does not beneficially own FSHP shares personally but has a pecuniary interest through sponsor share ownership . |
| Whale Management Corporation (Sponsor) | 1,963,000 shares | — | Includes 1,725,000 founder shares and 238,000 private placement shares; equals ~39.06% of outstanding shares . |
| Pledged shares | None disclosed | — | Proxy does not disclose any pledging of director or sponsor shares . |
| Ownership guidelines | Not disclosed | — | No director ownership guidelines disclosed . |
Governance Assessment
- Board effectiveness and independence: Wen He is formally independent and chairs the Compensation Committee, with additional roles on Audit and Nominating; independent-only committee structures comply with NASDAQ rules, and independent sessions are planned, supporting governance rigor .
- Sponsor influence (signal): Founders, officers, and directors collectively, through the sponsor, beneficially own ~39.06% of shares, enabling significant influence over shareholder matters; Wen He has a pecuniary interest via the sponsor though he does not directly own FSHP shares, which warrants monitoring for alignment during the de-SPAC process .
- Director compensation alignment: No cash fees or equity grants prior to a business combination; only expense reimbursement is allowed, reducing near-term pay-related conflicts and signaling cost discipline typical of SPACs .
- Compensation committee governance: Authority to retain independent advisors subject to independence checks is established, though actual consultant engagement is not disclosed; as Chair, Wen He will shape post-combination compensation frameworks—an area to watch for pay-for-performance design integrity .
- RED FLAGS: Concentrated sponsor ownership that includes director pecuniary interests (potential conflict if decisions disproportionately benefit sponsor economics) . Lack of disclosed personal share ownership by Wen He may limit direct alignment, though indirect sponsor interest exists . No attendance metrics disclosed, limiting transparency on engagement .
- Related-party transactions: Audit Committee pre-approves related party transactions; no Wen He–specific related-party transactions are disclosed, but continued oversight is key given sponsor economics .
Annual meeting proposals do not include say-on-pay; agenda limited to director elections, auditor ratification, and adjournment, consistent with SPAC governance; voting mechanics and thresholds are standard, with final results to be disclosed via Form 8-K .