Wenyi Shen
About Wenyi Shen
Wenyi Shen, age 36, has served as Chief Financial Officer of Rising Dragon Acquisition Corp. (RDAC) since March 2024, bringing over a decade of experience across audit (Deloitte), investment banking (E.J. McKay), private equity (CITIC Culture Capital; TFTR Investment), and SPAC finance (former CFO of Hainan Manaslu Acquisition Corp.) . He holds a bachelor’s degree in social work from Fudan University (July 2010) and has concurrently served as Financial Controller at Shanghai Yemei Info Technology Limited since September 2023, focused on financial and compliance risk management . RDAC is a blank check company with no operating revenues; performance metrics like revenue growth or EBITDA growth are not applicable, and the stock traded at $10.38 as of September 11, 2025, consistent with trust value norms for SPACs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rising Dragon Acquisition Corp. (RDAC) | Chief Financial Officer | Mar 2024–present | CFO of SPAC executing cross-border business combination (HZJL), oversight of valuation, diligence, and SEC process . |
| Shanghai Yemei Info Technology Limited | Financial Controller | Sep 2023–present | Led financial and compliance risk management for tech operations . |
| Hainan Manaslu Acquisition Corp. (HMAC) | Chief Financial Officer | Nov 2021–Aug 2023 | Guided SPAC through business combination with Able View; resigned effective Aug 17, 2023 . |
| CITIC Culture Capital Management Co., Ltd. | Vice President | May 2018–Aug 2021 | Growth-stage private equity investing leadership . |
| TFTR Investment Co., Ltd. | Vice President | Feb 2016–Apr 2018 | Growth-stage private equity investing leadership . |
| Shanghai Yuexing Information Technology Co., Ltd. | Co-founder; Chief Strategy Officer | Feb 2015–Jan 2016 | Strategy, product development, market ops, capital funding for start-up . |
| E.J. McKay Co., Ltd. | Associate | Jun 2013–Feb 2015 | Cross-border M&A execution between China and U.S. . |
| Deloitte Touche Tohmatsu CPA Ltd. | Senior Auditor | Jul 2010–May 2013 | Audited large financial institutions; IPO-stage audit support for major Chinese issuers . |
External Roles
| Organization | Role | Years | Focus |
|---|---|---|---|
| Shanghai Yemei Info Technology Limited | Financial Controller | Sep 2023–present | Financial and compliance risk management; disclosed fiduciary duty alongside RDAC role . |
Fixed Compensation
| Component | FY 2024–2025 Status | Notes |
|---|---|---|
| Base Salary | Not paid pre-business combination | RDAC states no compensation to initial shareholders, officers or directors prior to or in connection with the initial business combination . |
| Target Bonus % | Not disclosed | Compensation for officers to be determined post-combination by PubCo board/comp committee . |
| Actual Bonus Paid | None pre-combination | No cash comp paid before business combination . |
| Perquisites | Not disclosed | Any special perquisites require compensation committee approval; none disclosed for Shen . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (cash) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed . |
| Equity incentives (RSUs/PSUs/options) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed . |
RDAC’s proxy states officer compensation will be set by PubCo’s board/compensation committee after Closing; no pre-Closing performance plan details are provided .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| RDAC Ordinary Shares (beneficially owned) | 0 | Wenyi Shen listed with 0 RDAC Ordinary Shares . |
| RDAC Units | 0 | Listed with 0 RDAC Units . |
| Vested vs. Unvested Shares | N/A | No grants disclosed pre-combination . |
| Options (exercisable/unexercisable) | N/A | No options disclosed . |
| Shares pledged as collateral | Not disclosed | No pledging disclosed for Shen; table shows zero holdings . |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosure applicable to RDAC pre-Closing . |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | March 2024 (CFO) . |
| Contract term/expiration | Not disclosed; RDAC notes officer compensation/arrangements determined post-combination . |
| Severance provisions | RDAC states it is not party to agreements providing benefits upon termination for officers/directors . |
| Change-of-control | Not disclosed; no officer agreements with termination benefits pre-combination . |
| Non-compete / non-solicit | Not disclosed for RDAC officers; non-compete arrangements apply to HZJL “Key Personnel,” not Shen . |
| Clawback | Not disclosed . |
| Lock-up | 6-month lock-up applies to HZJL shareholders receiving PubCo shares; not indicated for RDAC officers like Shen . |
Performance & Track Record
- Former SPAC CFO (HMAC) that completed a business combination with Able View in August 2023; Shen resigned as CFO effective August 17, 2023, demonstrating end-to-end SPAC execution experience .
- Led and coordinated valuation/fairness opinion workstreams with CHFT for the RDAC–HZJL transaction; multiple calls on comps/modeling, with opinion delivered January 27, 2025, supporting board decision-making .
- RDAC operated as a SPAC during his tenure; the trust account stood at approximately $60.0 million and RDAC shares traded at $10.38 on September 11, 2025 (indicative of trust value anchoring rather than operating performance) .
Compensation Committee Analysis
- RDAC Compensation Committee members: Kun-Lin Liu, Yucan Zhang (Chair), and Chengming Dou; charter tasks include approving CEO goals/comp, reviewing officer compensation, administering incentive/equity plans, and approving special perquisites/arrangements .
- Governance update: On March 2, 2025, Yucan Zhang was appointed as an independent director and named compensation committee chair, following the resignation of Robert Wilson Garner, aligning committee leadership with proxy disclosures .
Governance & Risk Context (company-level)
- Controlled company: Immediately after Closing, PubCo will be a “controlled company” under Nasdaq rules, with the controlling shareholder holding ~80–83% voting power, and intends to rely on certain exemptions from Nasdaq corporate governance requirements .
- Conflicts of interest: RDAC disclosures note officers/directors may have interests different from unaffiliated shareholders; sponsor economics create incentives to complete a business combination; Shen himself holds 0 shares/units per the beneficial ownership table .
- China/PCAOB risk: Extensive PRC regulatory, capital controls, and PCAOB inspection risks disclosed for HZJL structure that could affect listing/trading and valuation of PubCo securities .
Trading Supply Overhang Considerations
- Earn-out shares: Up to 20,000,000 PubCo Class A earn-out shares for HZJL CEO contingent on revenue targets, adding potential future dilution .
- Lock-up: Six-month lock-up on shares issued to HZJL shareholders; stop orders and restrictions on transfers and short sales during the lock-up period reduce near-term selling pressure but create a timed release of supply thereafter .
- Private Units lock-up: RDAC private placement securities are subject to transfer restrictions until 30 days post-business combination, contributing to staged supply dynamics .
Investment Implications
- Pay-for-performance alignment currently opaque: Shen’s pre-Closing compensation is zero and post-Closing packages are not yet disclosed; monitor PubCo’s first proxy/20-F for salary, bonus targets, and equity grants to assess alignment and retention risk .
- Ownership alignment is limited pre-Closing: Shen beneficially owns 0 RDAC shares/units, and no pledging is disclosed; equity grants post-Closing will be the primary lever for alignment and potential selling pressure once vesting/lock-ups expire .
- Governance/overhang risks: Controlled company status, China/PCAOB risks, and sizable earn-out create structural uncertainties and potential dilution; near-term selling pressure is mitigated by six‑month lock-ups, but supply may rise afterward—important for trading liquidity and price support .
- Actionable monitoring: Track PubCo compensation committee decisions, first compensation disclosures, any employment/severance agreements, and insider filings post-Closing to gauge retention incentives, vesting schedules, and potential selling windows .