Zhengming Feng - Chair of the Board | YHN Acquisition I (YHNA) Executive Profile & Compensation

About Zhengming Feng

Zhengming Feng (age 81) is Chairperson of the Board and an independent director of YHN Acquisition I Limited (YHNA) since March 2024. He has over two decades in venture capital and industrial leadership, including Managing Director at SB China Venture Capital (SBCVC), CEO of Singapore-listed China Environment Ltd., and senior roles in Chinese state-owned enterprises across energy and aviation. Education: Bachelor’s in Sports Psychology (Hangzhou University, 1963), Economic Management (Shanghai University of Finance and Economics, 1990), and visiting scholar in Economic Management/International Finance/Trade at the University of Southern California (1992–1993) .

Past Roles

Organization	Role	Tenure	Committees/Impact
SB China Venture Capital (SBCVC)	Managing Director	Dec 2009 – Jun 2021	Led investments in high-growth tech and industrials; portfolio includes Alibaba, Taobao, Focus Media, GDS, BGI Genomics, etc.
China Environment Ltd. (Singapore-listed)	Chief Executive Officer	Nov 2008 – Nov 2009	Public company leadership; environmental technologies
Tsinghua Tongfang Environment Co., Ltd.	Executive Director; Executive Deputy GM; General Manager	Sep 2004 – Oct 2008	State-owned enterprise leadership; operations and strategy
Tongfang (Shanghai) Co., Ltd.	General Manager	Not specified (within 2004–2008 period)	Managed Shanghai subsidiary
China Machinery Energy Group	Deputy General Manager; Chief Economist	Mar 1999 – Aug 2004	Facilitated China–Germany gas engine equipment cooperation
AECC Aero-Engine Control Co., Ltd.	Vice Chairman; Chief Economist	Jun 1999 – Jul 2004	Aviation controls leadership
State Bureau of Metallurgical Industry (China)	Energy Adviser	Apr 1999 – May 2004	Government advisory role
Hangzhou Boiler Group Co., Ltd.	Party Committee Member; Manager; Deputy Factory Director	Jan 1969 – Feb 1999	Long tenure in industrial manufacturing and R&D

External Roles

Organization	Role	Tenure	Notes
Yonghe Capital Group	Chairman	Since Jul 2021	Current investment leadership
Yongmei Lianhe (Shanghai) Investment Management Co., Ltd.	Chairman	Since Jul 2021	Current investment leadership
Affiliations disclosed for conflict management	See table of fiduciary obligations	Ongoing	Pre-existing duties to external firms require corporate opportunity renunciation and fairness opinion if affiliated deal

Board Governance

Independence: YHNA identifies three independent directors (Feng, Xu, Zhang) under Nasdaq rules .
Board leadership: Feng is Chairperson of the Board .
Committee memberships and chair roles:
- Audit Committee: Member (Chair: Min Zhang) .
- Compensation Committee: Member (Chair: Donghui Xu) .
- Corporate Governance & Nominating Committee: Chair .
Audit Committee financial expert: Min Zhang (not Feng) .
Executive sessions and attendance: Not disclosed.

Fixed Compensation

Component	Amount	Notes
Director cash retainer	None	YHNA discloses no cash compensation to directors prior to a business combination .
Meeting fees	None	No director fees prior to business combination .
Administrative fee (company-level)	$10,000 per month	Paid to an affiliate of the Sponsor for office space/administrative services until business combination or liquidation .
Reimbursement of expenses	Unlimited (board/audit oversight)	Out-of-pocket expenses reimbursed; audit committee reviews quarterly .

Performance Compensation

Instrument	Grant Date	Quantity/Value	Vesting	Performance Metrics
RSUs/PSUs	None	None	N/A	None disclosed .
Options	None	None	N/A	None disclosed .
Bonus/Pay-for-performance	None	None	N/A	No executive/director bonuses prior to business combination .
Clawback policy	Adopted Jul 2024	Policy in place	N/A	Applies to incentive compensation for covered executives upon restatements (Section 10D, Nasdaq) .

No director equity plans or annual grants are disclosed; YHNA reports “None” for securities authorized under equity compensation plans .

Other Directorships & Interlocks

Company	Type	Role	Period	Potential Interlock/Conflict
China Environment Ltd.	Public (Singapore)	CEO	2008–2009	Prior public-company executive role; no current interlock disclosed .
SBCVC	Private VC	MD	2009–2021	External investment leadership; fiduciary duties managed via corporate opportunity renunciation .
Yonghe Capital Group	Private	Chairman	2021–present	Disclosed as ongoing affiliation .
Yongmei Lianhe (Shanghai)	Private	Chairman	2021–present	Disclosed as ongoing affiliation .

Expertise & Qualifications

Sector breadth: TMT venture capital, environmental tech, energy and aviation manufacturing leadership .
Board qualifications: Independent director; nominating committee chair overseeing board composition standards .
Financial literacy: Audit Committee requires financially literate members; Min Zhang designated financial expert; Feng serves on committee .
Education: Hangzhou University (BA), Shanghai University of Finance & Economics (Economic Management), USC visiting scholar (International Finance/Trade) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Vested vs Unvested	Notes
Zhengming Feng	25,000	<1%	Not disclosed	Insider shares subject to lock-up; release conditions include post-combination price hurdles or liquidity events .
YHNA outstanding shares (context)	7,750,000	100%	—	As of record dates in filings .
Liquidation rights waiver (founder/insider shares)	Applies to insiders	N/A	—	Insiders waive liquidation distributions on insider shares; cannot redeem or tender insider shares pre-combination .

Governance Assessment

Strengths
- Independent status; chairs the Nominating Committee and serves on Audit and Compensation Committees, indicating active governance oversight .
- Board-level clawback policy adopted (July 2024), aligning with SEC/Nasdaq requirements for restatements .
- Robust SPAC conflict mitigations: fairness opinion required for affiliated deals; majority approval by disinterested independent directors; no finder/consulting fees to insiders prior to business combination .
Structural SPAC Considerations
- Founder/insider shares and lock-up may create incentives to complete a deal even amid redemptions; insiders have agreed to vote in favor of a business combination and waive liquidation on insider shares .
- Sponsor-related cash flows: $10,000/month administrative services agreement; extension loans of $150,000 per three-month extension are non-interest-bearing and forgiven if no deal closes, repaid only upon consummation .
Related-Party Controls
- Audit committee oversight of related-party payments; quarterly review; registration rights agreements disclosed .
- Corporate opportunity renunciation adopted; directors must disclose interests and are permitted to vote/participate after disinterested review per BVI law and Articles .
Cross-Border/Regulatory Risk
- CFIUS risk flag due to foreign sponsor/control; potential constraints on U.S. targets and mandatory filings; could delay/block transactions .
RED FLAGS
- No formal related-party transaction approval policy adopted to date; reliance on code of ethics and audit committee oversight (process exists, but absence of formal policy is a governance gap) .
- Sponsor administrative fee and potential extension loans create ongoing related-party exposure; requires vigilant audit committee review .
- Foreign ownership and CFIUS considerations may limit U.S. target pool and prolong timelines, affecting investor confidence in deal closure .

Legal proceedings: none disclosed for Feng or the board; Section 16(a) compliance reported timely .

Appendix: Committee Charters and Duties (selected)

Committee	Members	Chair	Key Duties
Audit	Feng, Xu, Zhang	Min Zhang	Financial reporting oversight; auditor independence; pre-approve audit/non-audit services; complaints procedures .
Compensation	Feng, Xu, Zhang	Donghui Xu	CEO/exec compensation policies; equity plans administration; director remuneration review .
Corporate Governance & Nominating	Feng, Xu, Zhang	Zhengming Feng	Board nominations; candidate guidelines; shareholder nominations process .