Zining Jiang
About Zining Jiang
Zining Jiang (age 50) is an independent director of Metal Sky Star Acquisition Corporation (MSSA) and has served on the Board since March 31, 2022. He graduated from Jinan University and has extensive management experience across media, aviation, and industrial raw materials trading, including roles as general manager of Guangzhou Shanxin Trading Co. Ltd. (since July 2018), CEO of Guangzhou Yidao Investment Holding Co., Ltd., and operational director at Guangdong Grape Wine Magazine Co., Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guangzhou Shanxin Trading Co. Ltd. | General Manager | Jul 2018 – Present | Industrial raw material trade leadership |
| Guangzhou Yidao Investment Holding Co., Ltd. | Chief Executive Officer | Jul 2015 – (prior to Jul 2018) | Investment holding operations |
| Guangdong Grape Wine Magazine Co., Ltd. | Operational Director | Jul 2015 – (overlapping period) | Media operations |
| China Southern Airlines | Assistant to GM; Operation Director, Media Group | Apr 2011 – (prior to Jul 2015) | Aviation media operations management |
| Yangcheng Evening News Group | Deputy Chief Editor | 2007 – (prior to Apr 2011) | Editorial leadership |
| PACOM Media Co. Ltd. | Chief Editor (China Golf, Golf Digest, Golf Travel) | Jul 2001 – (prior to 2007) | Editorial leadership in niche media |
| Guangdong Cable TV | Editor | 1996 (upon graduation) | Early editorial role |
External Roles
| Organization | Role | Tenure | Public Company/Committee |
|---|---|---|---|
| Guangzhou Shanxin Trading Co. Ltd. | General Manager | Jul 2018 – Present | Private; no director committee noted |
| Guangzhou Yidao Investment Holding Co., Ltd. | CEO | Jul 2015 – (prior to Jul 2018) | Private; no director committee noted |
| Guangdong Grape Wine Magazine Co., Ltd. | Operational Director | Jul 2015 – (overlapping) | Private; no director committee noted |
| China Southern Airlines Media Group | Operation Director | (post-2011) | Not disclosed as public board role |
| Yangcheng Evening News Group | Deputy Chief Editor | 2007 – (prior to 2011) | Not disclosed as public board role |
| PACOM Media Co. Ltd. | Chief Editor | Jul 2001 – (prior to 2007) | Not disclosed as public board role |
No other public company directorships for Mr. Jiang are disclosed in MSSA’s proxy materials .
Board Governance
- Board composition: one class of five directors; two-year terms; current nominees include Jiang as Independent Director .
- Independence: The Board has affirmatively determined Mr. Jiang is independent under NASDAQ rules; he is listed as “Independent Director” .
- Committees and chair roles (FY 2022 context):
- Audit Committee: Members Zhuo Wang (Chair, Audit Committee Financial Expert), Zining Jiang, and Xinghua Fan; met 4 times in FY 2022 .
- Compensation Committee: Members Zhuo Wang, Zining Jiang (Chair), and Xinghua Fan; met 2 times and acted on unanimous written consent once in FY 2022 .
- Nominating Committee: Members Zhuo Wang, Zining Jiang, and Xinghua Fan; chaired by Mr. Fan; met once in FY 2022 .
- Executive sessions: Independent directors will have regularly scheduled meetings at which only independent directors are present .
- Tenure on Board: since March 31, 2022 .
Fixed Compensation
Directors (including Mr. Jiang) did not receive cash compensation or fees prior to consummation of an initial business combination; only out-of-pocket expenses may be reimbursed. No written employment agreements exist with directors, except indemnification agreements .
| Component | FY Status | Amount |
|---|---|---|
| Annual cash retainer | Not paid pre-business combination | $0 |
| Committee membership fees | Not paid pre-business combination | $0 |
| Committee chair fees | Not paid pre-business combination | $0 |
| Meeting fees | Not paid pre-business combination | $0 |
| Reimbursement of expenses | Allowed; reviewed quarterly by Audit Committee | Not capped |
Performance Compensation
No equity awards (RSUs, PSUs, options) or performance-linked compensation for directors are disclosed prior to the initial business combination .
| Metric-Linked Compensation | Metric | Target | Actual | Vesting |
|---|---|---|---|---|
| RSUs/PSUs | N/A | N/A | N/A | N/A |
| Stock options | N/A | N/A | N/A | N/A |
| Bonuses | N/A | N/A | N/A | N/A |
No clawback, change-of-control, severance, or tax gross-up terms for directors are disclosed in the proxy materials .
Other Directorships & Interlocks
| Person | External Board | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Zining Jiang | None disclosed | — | No external public board interlock disclosed |
For context, co-director Zhuo Wang is a director of Mingzhu Logistics Holdings Limited (Nasdaq: YGMZ); no shared interlock is disclosed for Mr. Jiang .
Expertise & Qualifications
- Industry and functional experience: management of industrial raw materials trading, investment holding, and media operations .
- Education: Graduate of Jinan University .
- Governance roles: Chair of Compensation Committee (FY 2022); member of Audit and Nominating Committees .
Equity Ownership
As of the 2025 record date, Mr. Jiang does not beneficially own any MSSA ordinary shares; he has a pecuniary interest through his ownership in the Sponsor, which holds founder and private placement shares. The Sponsor and CEO collectively beneficially own 3,205,000 shares (85.3% of outstanding), with total ordinary shares outstanding of 3,757,451 .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Zining Jiang | 0 | <1% | Pecuniary interest via Sponsor stake |
| M-Star Management Corporation (Sponsor) | 3,205,000 | 85.3% | 2,875,000 founder + 330,000 private placement units |
No pledging, hedging, or ownership guideline disclosures for directors are provided. Sponsor administrative services agreement: $10,000/month for office and support services .
Governance Assessment
Strengths:
- Independent status with active committee engagement; Jiang chaired the Compensation Committee and serves on Audit and Nominating, supporting board effectiveness and oversight .
- Audit Committee composed of independent directors and designated financial expert; clear related-party transaction review and recusal policy enhances conflict management .
Risks and RED FLAGS:
- Extreme sponsor control (85.3% ownership) and founder shares/units that would expire worthless absent a business combination; creates misaligned incentives versus public shareholders .
- Director lacks direct ownership of ordinary shares, relying on pecuniary interest via Sponsor—weakens direct “skin-in-the-game” alignment .
- Related-party exposure: $10,000/month admin services to Sponsor and convertible loans (up to $1.5 million) to fund extensions and transaction costs—potential conflicts if terms favor Sponsor .
- No disclosure of director attendance rates; only committee meeting counts provided (Audit: 4; Compensation: 2 + consent; Nominating: 1 in FY 2022) .
Board composition remains five directors with two-year terms; Jiang is nominated for election/re-election, signaling continuity but continuing sponsor-aligned governance risk profile .