Donghui Xu

About Donghui Xu

Donghui Xu (age 44) is an independent director of YHN Acquisition I Limited, serving since March 2024. He holds a BSc in Business Administration and Economics from Stockholm University (Aug 2004), and Master’s degrees in Accounting & Finance (Umeå University) and Business Administration (Lund University) completed in February 2007. He has extensive experience in investment, private equity, and venture capital, with current leadership roles in PRC-based investment and enterprise management firms .

Past Roles

External Roles

Board Governance

• Independence: The company has three independent directors (Zhengming Feng, Donghui Xu, Min Zhang), each independent under Nasdaq rules .
• Committee memberships:
  • Audit Committee (member; chair: Min Zhang) .
  • Compensation Committee (chair: Donghui Xu) .
  • Corporate Governance & Nominating Committee (member; chair: Zhengming Feng) .
• Board leadership: Chairperson of the Board is Zhengming Feng .
• Years of service: Serving as independent director since March 2024 .
• Attendance and executive sessions: Specific meeting attendance rates and frequency of executive sessions are not disclosed in the filings .

Fixed Compensation

Related-party administrative fee: Company pays $10,000 per month to an affiliate of the Sponsor for office and administrative services (not director compensation) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and PE/VC background with leadership roles across multiple firms; operational and financial management expertise .
• Not designated as the Audit Committee financial expert (committee designates Min Zhang as financial expert) .
• Independent under Nasdaq rules; service across Audit, Compensation (chair), and Nominating committees supports governance breadth .

Equity Ownership

Founder/insider shares lock-up and conditional early release terms apply to insider shares; see release conditions noted above .

Insider Trades

Governance Assessment

• Committee leadership: As Compensation Committee chair, Xu influences executive/director pay policies; pre-business combination, YHNA pays no director/executive compensation, limiting near-term pay risk .
• Independence and structure: Xu is independent and serves on all three committees, with chairs assigned to other independents where appropriate (Audit: Min Zhang; Nominating: Zhengming Feng) — positive for oversight .
• Ownership alignment: Personal holding of 20,000 shares (<1%) provides alignment, with founder/insider share lock-up and $12 performance release trigger creating post-combination discipline .
• Related-party exposure:
  • Administrative services agreement: $10,000/month to Sponsor affiliate; audit committee reviews payments quarterly — monitor for overreach pre-combination .
  • Promissory note: Up to $500,000 non-interest bearing from Sponsor; temporary advances noted — standard SPAC practice but requires independent oversight .
  • Extension financing: Sponsor commits $150,000 per three-month extension as non-interest loans, repayable at business combination, forgiven if no deal — ensure transparency and terms fairness .
  • No formal policy adopted for reviewing related-party transactions historically; company relies on audit committee procedures and code of ethics — governance process should be formalized post-combination .
• Corporate opportunity/affiliation conflicts: YHNA renounces corporate opportunities except under narrow conditions; affiliated business combinations require independent fairness opinions and approval by disinterested independents — mitigates interlock risks .
• Regulatory risk: Foreign ties (Hong Kong/PRC) may trigger CFIUS concerns for U.S. targets and lengthen approvals; investors should factor timeline and deal risk .
• Compliance signals: Section 16(a) compliance reported; code of ethics and clawback policy adopted — positive baseline governance .

RED FLAGS:

• Absence of a formal related-party transaction policy (historically) increases reliance on committee-level controls; should be addressed post-combination .
• Sponsor-paid administrative fees and loans create recurring related-party touchpoints that require rigorous audit committee monitoring .
• CFIUS and foreign ownership constraints could adversely affect deal execution and investor timelines .

Board Governance (Reference Details)

Related Party Transactions (Key Terms)

Say-on-Pay & Shareholder Feedback

• No say-on-pay history; directors/executives receive no compensation pre-business combination; clawback policy adopted (July 2024) for incentive comp if restatements occur .

Expertise & Qualifications

• Degrees: BSc (Stockholm University, Aug 2004); Masters in Accounting & Finance (Umeå), MBA (Lund, Feb 2007) .
• Industry: Investment, PE/VC; operations and finance across multiple PRC firms .
• Board qualifications: Independent director; not designated Audit Committee financial expert (Min Zhang designated) .

Equity Ownership

Governance Summary

• Strengths: Independent status; cross-committee service; compensation chair role; equity alignment via insider shares; formal clawback and ethics policies .
• Watch items: Formalize related-party transaction policy; maintain rigorous independent oversight of Sponsor-linked fees/loans; assess CFIUS risks in target selection .