Jian Zhang
About Jian Zhang
Jian Zhang has served as an independent director of IB Acquisition Corp. (IBAC) since October 2023. He is an investor-operator with experience in messaging platforms, blockchain, and consumer technology, and currently leads venture and investment firms in China. He holds a Bachelor of Engineering from Guangdong Ocean University and is designated by the board as an independent director under Nasdaq standards, with independent directors meeting in executive session regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kunming Limit Technology Co., Ltd. | Chief Executive Officer | Jan 2005 – Aug 2018 | Led a high‑tech company focused on mobile communication technology . |
| Tongzheng Huilian Technology (Beijing) Co., Ltd. | Chief Executive Officer | Prior role (dates not specified) | High‑tech company focusing on blockchain technology applications . |
| Yunnan Xiaosen Venture Capital Co., Ltd. | CEO & Managing Partner | Aug 2015 – Present | Angel-round investor in internet/social media start-ups . |
| Hangzhou Hechuang Investment Management Co., Ltd. | CEO & Director | Aug 2017 – Present | Fund investing in processing, supply chain, and retail channels related to agricultural products . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Distoken Acquisition Corp. (NASDAQ: DIST) | Chief Executive Officer & Chairman | IPO Feb 2023 – Present | Public company SPAC leadership role . |
| Yunnan Jimaoxin Information Technology Co., Ltd. | Director | Current | Private tech firm directorship . |
| Shenzhen Zenyi Tonglian Technology Co., Ltd. | Director | Current | Private tech firm directorship . |
| Zhuhai Meining Technology Co., Ltd. | Director | Current | Private tech firm directorship . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq standards; independent directors meet in executive session . |
| Board committees | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (member). All three committees comprise solely independent directors; John Joyce serves as chair of each . |
| Financial literacy | Each audit committee member is financially literate per board determination . |
| Years of service on IBAC board | Since October 2023 . |
| Attendance | Not disclosed in filings reviewed. |
| Lead Independent Director | Not disclosed. |
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (board) | None | “None of our executive officers or directors have received any cash compensation for services rendered to us” . |
| Committee fees | None | No separate fees disclosed . |
| Meeting fees | None | Not disclosed; directors receive no cash compensation . |
| Other cash | None | CFO receives up to $5,000/month for office/administrative services; not director compensation . |
| Reimbursements | Out‑of‑pocket expenses reimbursed | Audit committee reviews such payments quarterly . |
Performance Compensation
| Metric | Target/Threshold | Weighting | Result/Payout |
|---|---|---|---|
| Director performance-based pay | Not applicable | N/A | IBAC discloses no equity or cash incentive compensation for directors prior to a business combination . |
- Post‑combination: Directors or management may be paid consulting/management/other fees by the combined company; any such arrangements would be disclosed at that time, with executive officer pay set by an independent compensation committee .
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Relationship | Governance Consideration |
|---|---|---|---|
| Distoken Acquisition Corp. (DIST) | Public SPAC | Zhang is CEO & Chairman | Dual-SPAC leadership could present deal-sourcing conflicts if target universes overlap . |
| I‑B Good Works 4, LLC (IBAC Sponsor) | Sponsor | Zhang is a member of the sponsor and, via an affiliate, holds 26.8% equity interest in the sponsor (rights to founder shares/private units) | Sponsor economics and large indirect stake create potential alignment and conflict considerations . |
Expertise & Qualifications
- Sector experience: Internet/communications, blockchain technology, agricultural supply chain; venture investing in internet/social media .
- Education: Bachelor of Engineering, Guangdong Ocean University .
- Board qualifications: Independent; financially literate as an audit committee member .
Equity Ownership
| Category | Detail |
|---|---|
| Direct beneficial ownership (IBAC common) | “—” in beneficial ownership table (no direct common shares reported) . |
| Indirect sponsor interests | Member interests in sponsor entitling him to receive 50,000 founder shares; additionally, through an affiliate, holds 26.8% sponsor equity, with rights to receive 869,565 founder shares and 200,000 private placement units; directors disclaim beneficial ownership beyond pecuniary interest in sponsor . |
| Shares outstanding (context) | 15,749,090 common shares outstanding as disclosed . |
| Lock‑up/transfer | Founder shares subject to transfer restrictions/lock‑up terms typical for SPACs . |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and employees; pre‑clearance and blackout policies in place . |
Related-Party Exposure and Conflicts
- Sponsor founder economics: Sponsor purchased 3,243,590 founder shares for $3,000 (~$0.0009/share). Management and independent directors directly or indirectly own founder shares and/or private placement units; such “cheap” founder equity can incentivize completing a deal even with lower-quality targets, creating potential misalignment with public shareholders .
- Sponsor holdings: I‑B Good Works 4, LLC owns 2,837,576 shares (18.0%); Zhang has additional 26.8% equity interest in the sponsor via an affiliate with rights to founder shares and private placement units; directors disclaim beneficial ownership beyond their pecuniary interests .
- Convertible loans: The sponsor, its affiliates, or certain officers/directors may provide up to $1.5 million of working capital loans convertible into private placement‑equivalent units at $10.00 per unit, potentially creating additional related‑party securities and incentives around deal closure .
- Dual-SPAC roles: Zhang’s concurrent leadership at DIST could present sourcing and allocation conflicts if both SPACs evaluate similar targets; IBAC’s governance includes independent committees and fairness opinion requirements for affiliated combinations .
Policies and Shareholder Alignment Controls
- Insider trading, hedging, pledging: Comprehensive insider trading policy requires pre‑clearance, imposes blackout periods, and prohibits short sales, hedging, and pledging of company securities by directors/officers/employees .
- Clawback policy: Dodd‑Frank‑compliant recoupment policy for executive officers tied to financial restatements (stock price/TSR included as “financial reporting measures”). Note: Applies to executive officers, not non‑employee directors .
- Independent oversight: All standing committees (audit, compensation, nominating/governance) composed solely of independent directors; independent director executive sessions held .
Governance Assessment
-
Positives
- Fully independent committee structure with Zhang serving on audit, compensation, and nominating committees; independent director sessions support oversight .
- Strong conduct controls: explicit prohibitions on hedging/pledging/short sales; mandatory pre‑clearance and blackout periods reduce misalignment risks .
- Clawback policy for executives enhances accountability post‑combination .
-
Risks and RED FLAGS
- RED FLAG: Sponsor economics and indirect founder-share exposure (including a 26.8% sponsor equity interest via affiliate) create powerful incentives to consummate any deal, potentially at odds with public holders’ downside protection .
- RED FLAG: Dual‑SPAC leadership (DIST and IBAC) elevates conflict risk in target identification/negotiations; requires vigilant recusals and robust process (independent committee review/fairness opinions for affiliated deals) .
- Potential related‑party financing (convertible working capital loans) could expand insider securities and perceived conflicts around transaction timing/structure .
- Concentrated sponsor ownership (18% via I‑B Good Works 4, LLC) underscores control dynamics around key votes and extensions .
Overall, Zhang is an experienced operator‑investor with relevant technology and capital markets expertise, serving as an independent committee member across key governance bodies. The primary governance consideration is alignment: substantial indirect sponsor economics and dual‑SPAC roles necessitate rigorous conflict management, transparent disclosures, and independent committee control to maintain investor confidence .