Xinghua Fan

About Xinghua Fan

Independent director of Metal Sky Star Acquisition Corporation (MSSA), age 62, serving since March 31, 2022 . Background in financing, listings, and investment management; currently Vice General Manager leading financing/listing for a silicon carbide project and senior partner at an investment firm; holds a master’s degree from Beihang University .

Past Roles

External Roles

Board Governance

• Independence: Listed as an independent director nominee and serving as independent director since 2022 .
• Tenure: Director since March 31, 2022; standing for re-election as of the April 2, 2025 extraordinary general meeting .
• Committees: MSSA’s Board has an Audit Committee of independent directors that reviews and ratifies related party transactions; specific committee assignments for Mr. Fan are not disclosed in proxies reviewed .
• Board composition context: Five-director slate includes Wenxi He (CEO/Chairwoman), Christopher John Regan, Zining Jiang, Xinghua Fan, and Zhuo Wang .

Fixed Compensation

• Not disclosed for non-employee directors in MSSA’s 2023–2025 proxy filings reviewed. No annual director retainers, meeting fees, or chair fees are specified in those documents .

Performance Compensation

• Not disclosed for directors (no RSU/option grant tables or performance metrics tied to director pay in the reviewed MSSA proxies) .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Mr. Fan in MSSA’s proxy statements .
• Private/industry roles: As above (investment firm, executive club), which may introduce industry network ties but no disclosed interlocks with MSSA customers/suppliers/competitors .

Expertise & Qualifications

• Education: Master’s degree from Beihang University (School of Economics and Management) .
• Technical/financial expertise: Financing, listings, investment management; responsible for capital markets execution for a semiconductor (SiC) project—indicative of capital markets and industrial project finance experience .
• Board qualifications: MSSA seeks directors with integrity, candor, analytical skills, and commitment; no formal diversity policy; Mr. Fan meets these general criteria (company statement) .

Equity Ownership

• Ownership alignment: MSSA notes directors who do not beneficially own ordinary shares may have a pecuniary interest through ownership of Sponsor shares; Mr. Fan is included in the footnote list .

Related Party Transactions and Conflicts

• Sponsor support and reimbursements: MSSA pays $10,000/month for office/admin services to Sponsor; directors/officers (or affiliates) reimbursed for SPAC-related expenses; Audit Committee reviews quarterly .
• Sponsor promissory notes: Unsecured notes to fund extensions/transaction costs; balances $2,672,403 (Sept 30, 2024) and $2,172,403 (Sept 30, 2023); up to $1.5M convertible into private units at $10/unit .
• Extension fees: Sponsor deposits monthly extension fees into trust ($50,000/month for 2024 extensions; $25,000/month proposed for 2025) .
• Governance oversight: Related party transactions reviewed by the Audit Committee of independent directors .

Governance Assessment

• Signals supportive of investor alignment:

  • Audit Committee oversight of related-party transactions is disclosed; directors who have conflicts abstain from review of their own transactions .
  • Mr. Fan is categorized as independent and has relevant capital markets expertise .

• RED FLAGS affecting investor confidence:

  • Sponsor control and voting concentration: Sponsor controlled 85.3% of outstanding shares at the March 11, 2025 record date (previously ~50% at Oct 14, 2024), substantially influencing director elections and structural proposals .
  • Trust Agreement and M&AA contradictions: Board acknowledged failure to perform automatic redemption by August 19, 2024 per prior M&AA and Trust Agreement obligations; later cured via shareholder-approved amendments—potential litigation/credibility risk .
  • Nasdaq compliance risk: History of delinquent filings and SPAC deadline non-compliance; regained compliance, but 2025 extension seeks to go beyond 36 months allowed under Nasdaq IM-5101-2, risking suspension/delisting if no business combination by April 5, 2025 .
  • Sponsor loans and monthly extension payments create potential conflicts as directors and affiliates (including those with pecuniary interest in Sponsor) benefit from preserving sponsor economics if extensions proceed .

• Attendance/engagement: Not disclosed for individual directors in 2023–2025 proxies reviewed .

• Compensation transparency: No disclosure of director retainers or equity grants; absence of detail limits pay-for-performance evaluation .

Overall, Mr. Fan’s independence and capital markets background support board effectiveness in financing/listing matters, but investor alignment is challenged by Sponsor dominance, historical governance lapses (automatic redemption), and ongoing listing risk if a business combination is not completed on time. These structural concerns may overshadow individual director merits and warrant close monitoring of committee oversight and transaction processes .

Notes on Disclosures

• Committee assignments, director compensation specifics, attendance rates, insider trades, and say-on-pay results for Mr. Fan were not disclosed in the MSSA proxies reviewed; therefore, they are omitted consistent with disclosure availability .