Kenneth Wong

About Kenneth Wong

Kenneth Ka Chun Wong is Chairman, Chief Executive Officer, and Director of Keen Vision Acquisition Corporation (KVAC) since September 2021; age 50; Bachelor of Commerce (finance, marketing, entrepreneurship) from McGill University . He has 25+ years in finance and operations with notable cross-border M&A experience, including senior roles in investment banking (UBS/SBC Warburg) and corporate finance (AIG Investment), followed by CFO/SVP leadership in pharmaceuticals (Topsun), and founding/leading private investment vehicles (Keen Vision Capital (BVI) Limited; Keen Vision International Limited) . KVAC is a SPAC with no operating revenues prior to a business combination; TSR, revenue growth, and EBITDA growth metrics specific to KVAC during his tenure are not disclosed due to blank-check status .

Past Roles

External Roles

Fixed Compensation

KVAC discloses no cash compensation or fees to founders and management prior to the consummation of a business combination; only reimbursement of out-of-pocket expenses .

Performance Compensation

KVAC indicates no equity or cash incentive awards payable to management prior to completing a business combination; any post-combination compensation will be set by the new board and disclosed at that time .

Equity Ownership & Alignment

Kenneth Wong beneficially owns KVAC shares largely through KVC Sponsor LLC, which he co-manages and controls; founder shares and private placement units create strong outcome-dependent incentives that become worthless if no business combination occurs .

Insider extension financing and conversion rights (potential dilution and post-combination monetization):

• Administrative Services Agreement: KVAC pays $10,000/month to sponsor for office and support services .
• Working capital/extension loans: sponsor repeatedly provided unsecured notes used to fund trust extensions; convertible into private units at $10.00 per unit; no interest; mature upon closing .
• Example notes: $200,000 (Jun 23, 2025) ; $144,670.38 (Jul 23, 2025) ; $144,670.38 (Oct 21, 2025) .

Employment Terms

Board Governance

• Board service: Chairman and CEO since September 2021 (dual role); not independent under Nasdaq rules .
• Board independence: Independent directors include Yibing Peter Ding, William Chu, and Albert Cheung-Hoi Yu; non-independent include Kenneth Wong and CFO Alex Davidkhanian .
• Committees and chairs:
  • Audit Committee: Members—Ding, Ronald Adolphus Li, Yu; Audit Committee Financial Expert—Peter Ding; no meetings in FY 2023 .
  • Compensation Committee: Members—Ding, Li, Yu; Chair—Prof. Albert Cheung-Hoi Yu; no meetings in FY 2023 .
  • Nominating Committee: Members—Ding, Li, Yu; Chair—Professor Ronald Adolphus Li; no meetings in FY 2023 .
• Board activity: No board meetings in FY 2023; resolutions via written consent .
• Lead Independent Director: Not disclosed .
• Executive sessions frequency: Not disclosed .

Director Compensation

• Pre-combination: No cash or equity fees paid to founders/management; only reimbursement of out-of-pocket expenses; any post-combination compensation to be set by the new board and disclosed later .
• Meeting/Chair fees: Not disclosed; committees did not meet in FY 2023 .

Related Party Transactions and Sponsor Economics

• Founder shares: 3,737,500 purchased for $25,000 (~$0.01/share) by sponsor in Sep 2021; expire worthless if no business combination .
• Private placement units: 615,200 at $10.00 per unit at IPO; one share + one warrant per unit; warrants exercisable at $11.50; lock-up until 30 days post-combination .
• Administrative fee: $10,000/month to sponsor .
• Trust account extension economics: Board approved amendments to allow monthly extensions with $0.03 per public share deposits through Jan 27, 2026; Kenneth Wong signed trust amendment and related notes as CEO .
• Sponsor control: KVC Sponsor LLC controlled by Kenneth Wong (Canadian citizen); KVAC deemed a “foreign person” under CFIUS rules, potentially limiting or complicating U.S. target combinations .

Performance & Track Record

• Major achievements: Led acquisitions of Yunnan Baiyao and Shanxi Guangyuyuan and sale of Qidong Gaitianli Pharmaceutical to Bayer—first major cross-border Chinese pharma M&A and first Fortune 50 acquisition of a Chinese pharma .
• Prior banking achievement: Buy-side advisor to a $38B Asian transaction (then-largest in Asia) .
• KVAC operating performance: No operations and no operating revenue until a business combination; generates non-operating interest income from trust assets .

Board Service History and Dual-Role Implications

• Role: CEO + Chairman + Director since Sep 2021; non-independent; dual role concentration mitigated by independent committees and formal charters .
• Committee roles: Kenneth Wong is not listed as a member of audit/compensation/nominating committees; these are comprised of independent directors .
• Independence concerns: Board affirms independence of non-management directors; compensatory decisions for post-combination will be made by new board; pre-combination no pay mitigates near-term pay alignment issues .

Risk Indicators & Red Flags

• Foreign control/CFIUS exposure: Sponsor controlled by a Canadian citizen (Kenneth Wong); KVAC likely considered a foreign person, potentially leading to reviews, mitigation conditions, delays, or blocked U.S. deals .
• Sponsor incentives: Founder shares/private units become worthless absent a deal, creating pressure to consummate any business combination; board discloses these interests explicitly .
• Convertible extension debt: Repeated sponsor notes convertible into units at $10.00 may increase insider ownership/dilution at closing .
• Pledging/hedging: No disclosure of pledging by Kenneth; nominees must disclose hedging, but none indicated for him .
• Legal proceedings/SEC investigations: Not disclosed .
• Say-on-pay/peer group: Not applicable pre-combination; not disclosed .

Compensation Peer Group and Say-on-Pay

• Peer group and targets: Not disclosed; KVAC indicates post-combination compensation to be set by the new board .
• Say-on-pay results: Not disclosed; director election and trust amendments were focal votes .

Expertise & Qualifications

• Education: Bachelor of Commerce (McGill University) with triple majors in finance, marketing, entrepreneurship .
• Technical/industry expertise: Finance, M&A, operations, pharmaceuticals; international dealmaking .
• Board qualifications: Experience, entrepreneurial vision, industry expertise, and global network cited by KVAC .

Employment Terms and Change-of-Control Economics (Detailed)

Investment Implications

• Alignment: Kenneth Wong’s beneficial ownership (~40% through sponsor) and founder share economics create strong alignment to complete a transaction; however, this can introduce deal-quality risk if timelines compress, requiring extra diligence on target fundamentals and governance protections at close .
• Governance: Dual role CEO/Chairman with non-independent status is offset by independent audit/compensation/nominating committees, but post-combination board composition and chair structure will be critical for ongoing oversight .
• Dilution/Overhang: Convertible extension notes and 615,200 private placement units with $11.50 warrants plus 30-day lock-up create potential post-close supply and dilution; monitor conversion at closing and warrant overhang dynamics .
• Regulatory: CFIUS “foreign person” status may limit U.S. target set or add timing/execution risk; investors should price regulatory review uncertainty and potential mitigation conditions into deal probability and timetable .
• Compensation signaling: Pre-combination $0 cash pay avoids misalignment now; post-combination compensation structure will be a key signal—watch the mix of at-risk PSUs versus RSUs/options and metric rigor (TSR, revenue/EBITDA targets) once disclosed .