Min Zhang
About Min Zhang
Min Zhang is an independent director of YHN Acquisition I Limited and serves as Chair of the Audit Committee; the Board has designated her as the Audit Committee “financial expert” under SEC rules, indicating advanced finance/accounting sophistication . She is also a member of the Compensation Committee and the Corporate Governance & Nominating Committee, and is considered independent under Nasdaq rules . As of November 14, 2025, she beneficially owns 20,000 ordinary shares (<1% of outstanding) .
Board Governance
- Independence: The company identifies Min Zhang as independent under Nasdaq Marketplace Rules .
- Committee assignments and roles:
- Audit Committee: Chair (independent); designated “financial expert” by the Board .
- Compensation Committee: Member (independent); committee chaired by Donghui Xu .
- Corporate Governance & Nominating Committee: Member (independent); committee chaired by Zhengming Feng .
- Scope of Audit Committee oversight includes auditor appointment/oversight, pre-approval of audit/non-audit services, financial reporting issues, risk policies, compliance, and whistleblower procedures .
- Related-party oversight: Audit Committee is responsible for reviewing and approving related-party transactions; disinterested independent directors must determine terms are no less favorable than from unaffiliated third parties . In addition, any affiliated business combination requires an independent fairness opinion and approval by a majority of disinterested independent directors .
Fixed Compensation
The company discloses that no compensation of any kind (including cash fees or consulting payments) is paid to existing shareholders, including directors, prior to consummation of a business combination; only a $10,000/month administrative fee is paid to an affiliate of the sponsor for office and administrative services .
| Component | Amount/Status |
|---|---|
| Annual director cash retainer | None (pre-business combination) |
| Committee membership fees | None (pre-business combination) |
| Committee chair fees | None (pre-business combination) |
| Meeting fees | None (pre-business combination) |
| Administrative fees to sponsor affiliate | $10,000/month (company-level, not director pay) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| None disclosed for directors prior to a business combination | — | — | — | — | — | Company states no compensation of any kind to directors pre-business combination |
- Clawback policy: Adopted July 2024, covering incentive compensation for covered executives in the event of a restatement; not applicable to director pay in current pre-business-combination context (no director incentive awards disclosed) .
Equity Ownership
| As-of Date | Beneficial Shares | % of Outstanding |
|---|---|---|
| Nov 14, 2025 | 20,000 | <1% |
Expertise & Qualifications
- Audit Committee financial expert (SEC-defined); committee comprised solely of financially literate, independent directors per Nasdaq standards .
- Active roles across Audit, Compensation, and Nominating committees suggest broad governance experience and readiness to oversee financial reporting, executive pay frameworks, and board composition .
Related-Party Exposure and Conflicts
- Sponsor/insider arrangements:
- Administrative services agreement: $10,000/month paid to a sponsor affiliate until business combination or liquidation .
- Working capital and extension funding: Sponsor or affiliates may loan funds (non-interest bearing; repayable at business combination; otherwise forgiven except funds outside trust) to fund up to three three-month extensions ($150,000 each) of the termination date .
- Corporate opportunities: Articles include a business opportunities waiver for Sponsor Group related persons; the Company renounces expectancy in certain opportunities, a structural SPAC feature that can create perceived conflicts .
- Related-party transaction policy: The company has not yet adopted a formal policy for review/approval of related-party transactions; past transactions were not reviewed under such a policy, though the Audit Committee charter provides for oversight going forward .
Governance Assessment
Strengths
- Independent director serving as Audit Committee Chair and designated audit financial expert, strengthening financial oversight and audit quality .
- Broad committee coverage (Audit, Compensation, Nominating) enhances cross-functional governance and board effectiveness .
- No director cash or equity compensation prior to a business combination reduces near-term pay-related conflicts; clawback policy in place for executive incentive pay post-combination .
Risks and Red Flags
- No formal related-party transaction policy adopted to date; historical related-party transactions were not reviewed under a formal policy (RED FLAG), though charters contemplate Audit Committee oversight .
- Corporate opportunities waiver and Sponsor influence (Sponsor owns ~20.97% of shares) can create perceived conflicts typical of SPAC structures .
- Sponsor affiliate receives administrative fee; Sponsor may provide extension loans, creating ongoing financial ties that require robust independent director oversight .
- Potential CFIUS and foreign ownership constraints could limit U.S. target scope or delay transactions, elevating strategic execution risk independent directors must oversee .
Overall implication: Min Zhang’s role as an independent audit-focused director with “financial expert” status is a governance positive; however, SPAC-specific structural conflicts (sponsor control, extensions, corporate opportunity waivers) and the absence of a formal related-party policy heighten the need for rigorous committee oversight and transparent disclosure .