Yan Xu

About Yan Xu

Yan Xu is an independent director of Inception Growth Acquisition Limited (IGTA), serving since March 1, 2023, and is designated by the Board as the Audit Committee financial expert under SEC rules . She was 42 years old as of the record date for the 2025 annual meeting and is independent under Nasdaq rules . Her background spans the Chinese gaming market and Japan-focused cross-border business development, with a B.A. in Japanese (Dalian University of Foreign Studies, July 2003) and a minor in law (Jilin University, July 2005) .

Past Roles

External Roles

Board Governance

• Independence and roles: Xu is one of three independent directors and serves as Chair of the Audit Committee; she also sits on the Compensation and Nominating Committees . The Board has determined she qualifies as an “Audit Committee financial expert” under SEC rules .
• Committee mandates:
  • Audit Committee: financial reporting oversight, auditor oversight, pre-approval of audit/non-audit services, complaints procedures, and approval of related-party transactions .
  • Compensation Committee: oversee CEO/EVP pay (if any), incentive/equity plans, perquisites, and adviser independence assessment .
  • Nominating Committee: board candidate selection guidelines and shareholder nomination process .
• Section 16(a) compliance: Company states all required insider ownership filings were timely for 2023 and 2024 .
• Attendance: Specific board and committee meeting attendance rates are not disclosed in the latest proxies (not found) .

Fixed Compensation

• Policy status (pre-business combination): “None of our directors or executive officers has received any compensation from us for services rendered to us.” No benefit plans, employment agreements, or equity awards have been granted; insiders are only reimbursed for out-of-pocket expenses .

Performance Compensation

• No performance-based compensation or equity awards for directors is disclosed prior to a business combination; therefore no targets/metrics (revenue, EBITDA, TSR, ESG, etc.) are applicable at this stage .

Other Directorships & Interlocks

Expertise & Qualifications

• Sector and functional: 9–10+ years in Chinese gaming ecosystem and cross-border Japan–China business development; hands-on with executive-level engagement in PRC companies .
• Financial oversight: Audit Committee financial expert designation by IGTA’s Board under SEC rules; financially literate per Nasdaq standards .
• Education: B.A. Japanese (Dalian University of Foreign Studies, 2003); minor in law (Jilin University, 2005) .

Equity Ownership

• Beneficial ownership: Xu directly/beneficially owns 12,500 IGTA common shares; less than 1% of outstanding as of the 2025 record dates below .

• Pledging/hedging: No disclosures indicating any pledged shares or hedging activity for Xu were found in the proxy .
• Group total: All directors/executive officers (five individuals) held 107,500 shares (3.7% in May 2025; 3.82% in Sept 2025) .

Governance Assessment

Strengths

• Independent director, Audit Committee Chair, and designated Audit Committee financial expert—strong alignment with robust audit oversight and financial reporting scrutiny .
• Audit Committee charter explicitly assigns related-party transaction review and approval to the committee, with quarterly reviews of payments to sponsor/affiliates—formal oversight mechanisms are documented .
• Section 16(a) compliance affirmed for 2023–2024, indicating timely insider reporting—a positive governance signal .
• No director compensation pre-business combination reduces risk of misaligned incentives prior to a transaction .

Watch items / Potential red flags

• RED FLAG: The company states it “has not yet adopted a formal policy” for the review/approval/ratification of related-party transactions, even while acknowledging numerous sponsor-related arrangements (e.g., monthly office/admin fee, reimbursable expenses, potential working-capital loans convertible into warrants). While the Audit Committee reviews such transactions, the absence of a formal RPT policy is a governance gap for a SPAC nearing combination decisions .
• SPAC ecosystem conflicts: Xu also serves on another SPAC board (Ace Global Business Acquisition Limited); while IGTA commits to obtaining an independent fairness opinion for combinations with affiliates and to Audit Committee review, overlapping SPAC roles can create perceived target-pursuit conflicts and information asymmetry risks .
• Sponsor influence and foreign control considerations: Sponsor owns a large stake and is controlled by a non-U.S. person; IGTA discloses potential CFIUS review/limitations for U.S. targets in sensitive sectors—this raises transaction execution risk, though it is not directly attributable to Xu .
• Attendance metrics not disclosed: Lack of published attendance rates limits evaluation of individual director engagement .
• No stock ownership guidelines disclosed for directors: Alignment relies on personal holdings; Xu’s stake is <1% of outstanding shares .

Related-Party and SPAC-Specific Exposures (Context for Audit Chair)

• Office/admin fee: Payment to an affiliate of the sponsor of $10,000 per month for office space, utilities, and admin support (pre-combination) .
• Reimbursements: Unlimited out-of-pocket expense reimbursement for activities on behalf of the SPAC, subject to funds outside the trust and consummation of a business combination .
• Working capital loans: Up to $1,000,000 may be convertible into warrants at $1.00 per warrant at lender’s option; Audit Committee to review quarterly .
• Extension funding: Sponsor or affiliates may contribute monthly extension loans (no interest; repayable at combination; forgiven if no combination except to the extent of funds held outside trust) .

These arrangements heighten the importance of Xu’s Audit Committee chair role in overseeing related-party safeguards during the de‑SPAC process .

Director Compensation Structure Signals

• No cash/equity paid pre-combination; no guaranteed pay elements; no performance metrics or discretionary bonus constructs—reduces pay-related governance risk prior to a transaction .
• Compensation Committee retains authority to engage independent advisers and to assess adviser independence per Nasdaq/SEC requirements—a positive control design, though inactive pre-combination .

Summary Implications for Investors

• Xu’s audit leadership, independence, and financial expert designation are positives for investor confidence in financial reporting and RPT oversight during a critical de‑SPAC period .
• Absence of a formal related-party transaction policy is a notable governance gap; continued reliance on committee-level oversight increases the burden on the Audit Committee to enforce stringent review standards—heightened monitoring advisable through the business combination timeline .
• Multi‑SPAC directorship adds potential conflict optics; management’s stated guardrails (fairness opinions, independent approvals) partially mitigate but do not eliminate perceived risk .