DEF 14A of Rising Dragon Acquisition Corp.
Filed Sep 26, 20250001493152-25-015752
HZJL Cayman Limited
HZJL Cayman Limited HZJL Cayman Limited is an exempted company incorporated under the laws of the Cayman Islands on March 28, 2024. HZJL is a comprehensive solutions provider dedicated to empowering local life services businesses such as restaurants, coffee shops, beauty salons, convenience stores, and massage centers through innovative social branding, digital software solutions, and supply chain offerings. The company provides an integrated, one-stop solution designed to enhance brand visibility, optimize operational efficiency, and enable scalable growth for business owners. Xpand Boom Technology Inc., or PubCo, was incorporated under the laws of the Cayman Islands on January 7, 2025 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of HZJL following the Business Combination. Xpand Boom Solutions Inc. Xpand Boom Solutions Inc., or Merger Sub, was incorporated under the laws of the Cayman Islands on January 7, 2025, as a wholly-owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and to be subsumed by, HZJL pursuant to the Acquisition Merger.
Wenyi Shen, CFO
Wenyi Shen, CFO Wenyi Shen has served as our Chief Financial Officer since March 2024. Mr. Shen is a citizen and resident of China. Mr. Shen has over ten years of experience in investment banking, audit and private equity investments. Since September 2023, Mr. Shen has served as the financial controller at Shanghai Yemei Info Technology Limited, where he is in charge of financial and compliance risk management. Mr. Shen served as the chief financial officer of Hainan Manaslu Acquisition Corp. (“HMAC”), a special acquisition purpose company (NASDAQ: HMAC), from November 2021 to August 2023. In connection with the consummation of the business combination with Able View, Mr. Shen resigned as the Chief Financial Officer of HMAC effective as of August 17, 2023. During his career, he provided audit services from IPO stage to several large-scale Chinese companies traded on Hong Kong and mainland China stock markets, including Agricultural Bank of China and Haitong Securities Co, Ltd. and focused on several industries including consumer, entertainment, education, and Internet. From May 2018 to August 2021, Mr. Shen served as Vice President for CITIC Culture Capital Management Co., Ltd., an investment company where he was responsible for growth range private equity investments. Mr. Shen served as Vice President for TFTR Investment Co., Ltd., an investment company, from February 2016 to April 2018, where he was responsible for growth range private equity investments. Mr. Shen co-founded Shanghai Yuexing Information Technology Co., Ltd., a start-up mobile travel agent company, where he served as a Chief Strategy Officer from February 2015 to January 2016 and was responsible for the company’s strategy, product development, market operation and capital funding. From June 2013 to February 2015, Mr. Shen was an Associate at E.J. McKay Co., Ltd., a boutique investment banking firm focusing on cross-border mergers and acquisitions between China and the United States, where he participated in cross-border mergers and acquisitions and related investment banking activities. From July 2010 to May 2013, Mr. Shen was a Senior Auditor at Deloitte Touche Tohmastu CPA Ltd., an accounting firm, where he participated in the audit of large financial institutions. Mr. Shen received his bachelor’s degree in social work from Fudan University, China in July 2010. We believe Mr. Shen is qualified to serve as our Chief Financial Officer due to his experience in investment banking, audit and private equity investments.
Executive Officer and Director Compensation
Executive Officer and Director Compensation No compensation will be paid to our initial shareholders, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our independent directors will review on a quarterly basis all payments that were made to our initial shareholders, officers, directors or our or their affiliates. After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to the board of directors for determination, either by a committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
Guidelines for Selecting Director Nominees
| ● | should have demonstrated notable or significant achievements in business, education or public service; | | ● | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and | | ● | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
Guidelines for Selecting Director Nominees
The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS
PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS
AFTER THE BUSINESS COMBINATION
AFTER THE BUSINESS COMBINATION PubCo’s directors and executive officers upon the consummation of the Business Combination will be as follows:
AFTER THE BUSINESS COMBINATION
| Name | Age | Position | | Bin Xiong | 35 | Chairman Designate, Director Nominee and Chief Executive Officer Designate | | Wei Lin Yu | 36 | Human Resources Director Designate and Director Nominee | | Chun Hui Mao | 38 | Finance Director Designate | | Jun Gang Wang | 42 | Independent Director Nominee | | Jun Chen Sun | 36 | Independent Director Nominee | | Ye Liu | 39 | Independent Director Nominee |
AFTER THE BUSINESS COMBINATION
Mr. Bin Xiong will serve as Chairman, Director and Chief Executive Officer of PubCo upon the closing of the Business Combination. He is primarily responsible for formulating corporate strategy, planning, business development and supervising the overall operations of HZJL. Mr. Xiong established Beijing Bei Fang Shi Kong Technology Co. Ltd. in October 2009. He is a co-founder of Beijing Tian Chen Yun Nong Chang Technology Co. Ltd., which was established in August 2010, and served as a director until October 2015. Mr. Xiong has 15 years of experience in corporate and business management. Prior to founding Hangzhou Jialin Information Technology Co. Ltd. in November 2020, Mr. Xiong also established Beijing Yuelin Technology Co. Ltd. in January 2016. Mr. Xiong obtained a bachelor’s degree in civil engineering from Beijing Jiaotong University in July 2012. He also obtained a master’s degree in business administration from Peking University Guanghua School of Management in 2018. Mr. Wei Lin Yu will serve as Human Resources Director and Director of PubCo upon the closing of the Business Combination. He joined Hangzhou Jialin Information Technology Co. Ltd. in 2022 as a human resources director. Mr. Yu has 10 years of experience in human resources management. Prior to joining Hangzhou Jialin Information Technology Co. Ltd., Mr. Yu was a human resources partner at Yan Tu Culture Creative Development (Hangzhou) Co. Ltd. from March 2020 to March 2022. Mr. Yu obtained a bachelor’s degree in business administration from Zhejiang Normal University in June 2012. Ms. Chun Hui Mao will serve as Finance Director of PubCo upon the closing of the Business Combination. Ms. Mao is an accounting professional. She holds an intermediate accountant qualification in China. Since December 2020, she has served as the Chief Financial Officer of Hangzhou Jialin Information Technology Co. Ltd. She served as the Chief Financial Officer of Hangzhou Yu Xin Internet Technology Co. Ltd. from May 2018 to December 2020. Ms. Mao received her bachelor’s degree in economics management from Huaiyin Institute of Technology. Mr. Jun Gang Wang will serve as an independent director of PubCo upon the closing of the Business Combination. Mr. Wang has around 13 years of experience in the field of strategic operations and management and he currently serves as the executive director and the chief operating officer at Daphne International Holdings Limited where he is revitalizing the brand through innovative strategies, e-commerce integration and product diversification. From October 2014 to October 2020, Mr. Wang was the co-founder and the chief executive officer of Shanghai Yujiao Information Technology Co., Ltd. and he has served as the chief operating officer at the Shanghai Muyao Textile Co., Ltd. (Xueli Home Wear) from February 2012 to September 2014. Mr. Wang also worked as an analyst at Morgan Stanley (Shanghai) from August 2008 to January 2012. Mr. Wang received his bachelor’s degree in computer science and technology from Nanjing University of Science Technology in July 2005 and he obtained a master’s degree in information science and technology from Peking University in July 2008. Mr. Jun Chen Sun will serve as an independent director of PubCo upon the closing of the Business Combination. Mr. Sun is a certified public accountant, and he specializes in the field of financial management and strategic operations. Mr. Sun currently serves as the vice president of Newborn Town Inc. (stock code: 09911.HK) as well as the chief executive officer of Newborn Town Inc.’s grand health business. Furthermore, Mr. Sun also currently serves as an independent director of China Vered Financial Holding Corporation Limited (stock code: 0245.HK) and an independent director and the chairman of the audit committee of Quant Group Technology Co., Ltd. From February 2017 to April 2023, Mr. Sun was appointed as the chief financial officer and the chief executive officer of the domestic business at Beijing Blued Information Technology Co., Ltd. Moreover, Mr. Sun served as the financial controller at Jianwang Century Technology Co., Ltd. from October 2015 to February 2017. Mr. Sun worked as a senior manager at Shenwan Hongyuan Securities Co., Ltd. (Beijing Branch) in 2015 and served as a senior auditor at PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) Tianjin Branch from October 2011 to May 2015. Mr. Sun received his bachelor’s degree in international accounting from Tianjin University of Finance and Economics in June 2011. Mr. Sun also received an MBA degree from Guanghua School of Management at Peking University in June 2018 and an EMBA degree from the Wudaokou School of Finance at Tsinghua University in June 2024. Ms. Ye Liu will serve as an independent director of PubCo upon the closing of the Business Combination. Ms. Liu is a producer, presenter and financial program hostess, she specializes in the field of business management and business and economic journalism. Ms. Liu currently serves as the program manager at Shanghai Media Group since November 2011. From June 2006 to August 2009, Mr. Liu worked as a program manager at China Central Television. Ms. Liu received her bachelor’s degree in broadcasting and hosting from Communication University of China in June 2006. Ms. Liu obtained her master’s degree in business and economic from Boston University in June 2011. She also received an EMBA degree from Fudan University and Wudaokou School of Finance, Tsinghua University in June 2018 and June 2022, respectively.
Board of Directors
Board of Directors PubCo’s Board of Directors will consist of 5 directors, including three independent directors, namely Mr. Jun Gang Wang, Mr. Jun Chen Sun and Ms. Ye Liu, upon the closing of the Business Combination. A director is not required to hold any shares in PubCo to qualify as a director. The Listing Rules of the Nasdaq generally require that a majority of an issuer’s board of directors must consist of independent directors. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with PubCo is required to declare the nature of his or her interest at a meeting of PubCo’s directors. A general notice given to the directors by any director to the effect that he or she is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he/she has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. PubCo’s Board of Directors may exercise all of the powers to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of PubCo or of any third party. None of PubCo’s directors has a service contract with PubCo that provides for benefits upon termination of service as a director.
Committees of PubCo’s Board of Directors
Committees of PubCo’s Board of Directors Upon the closing of the Business Combination, PubCo intends to establish an audit committee, a compensation committee and a nominating and corporate governance committee of its Board of Directors. PubCo also intends to adopt a charter for each of the three committees upon the closing of the Business Combination. Each committee’s members and functions are described below. Audit Committee. PubCo’s audit committee will consist of Jun Gang Wang, Jun Chen Sun and Ye Liu, and will be chaired by Jun Chen Sun. PubCo has determined that each of the foregoing persons satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meets the independence standards under Rule 10A-3 under the Exchange Act, as amended. The audit committee oversees PubCo’s accounting and financial reporting processes and the audits of its financial statements. The audit committee will be responsible for, among other things:
Committees of PubCo’s Board of Directors
| ● | establishing clear hiring policies for employees or former employees of the independent auditors; | | ● | reviewing and recommending to PubCo’s Board of Directors for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; | | ● | approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by PubCo’s independent auditors at least annually; | | ● | obtaining a written report from PubCo’s independent auditor describing matters relating to its independence and quality control procedures; | | ● | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; | | ● | discussing with PubCo’s independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; | | ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; | | ● | reviewing and recommending the financial statements for inclusion within PubCo’s quarterly earnings releases and to its Board of Directors for inclusion in its annual reports; | | ● | discussing the annual audited financial statements with management and the independent registered public accounting firm; | | ● | reviewing policies with respect to risk assessment and risk management; | | ● | reviewing the adequacy and effectiveness of PubCo’s accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; | | ● | periodically reviewing and reassessing the adequacy of the committee charter; | | ● | approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; | | ● | establishing and overseeing procedures for the handling of complaints and whistleblowing; | | ● | meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm; | | ● | monitoring compliance with PubCo’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance; | | ● | reporting periodically to PubCo’s Board of Directors; and | | ● | such other matters that are specifically delegated to PubCo’s audit committee by PubCo’s Board of Directors from time to time. |
Committees of PubCo’s Board of Directors
Compensation Committee. PubCo’s compensation committee will consist of Bin Xiong, Wei Lin Yu and Jun Gang Wang, and will be chaired by Wei Lin Yu. PubCo has determined that Jun Gang Wang satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation, relating to PubCo’s directors and executive officers. PubCo’s chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee will be responsible for, among other things:
Committees of PubCo’s Board of Directors
| ● | reviewing and evaluating PubCo’s executive compensation and benefits policies generally; | | ● | reviewing and recommending any incentive compensation or equity plans, programs or other similar arrangements; | | ● | periodically reviewing and reassessing the adequacy of the committee charter; | | ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management; | | ● | reporting periodically to PubCo’s Board of Directors; and | | ● | such other matters that are specifically delegated to the compensation committee by PubCo’s Board of Directors from time to time. |
Committees of PubCo’s Board of Directors
Nominating and Corporate Governance Committee. PubCo’s nominating and corporate governance committee will consist of Bin Xiong, Wei Lin Yu and Ye Liu be chaired by Bin Xiong. PubCo has determined that Ye Liu satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee will assist the Board of Directors in selecting individuals qualified to become PubCo’s directors and in determining the composition of the Board of Directors and its committees. The nominating and corporate governance committee will be responsible for, among other things:
Committees of PubCo’s Board of Directors
| ● | recommending nominees to PubCo’s Board of Directors for election or re-election to PubCo’s Board of Directors, or for appointment to fill any vacancy or newly created directorships on PubCo’s Board of Directors; | | ● | reviewing periodically with PubCo’s Board of Directors the current composition of PubCo’s Board of Directors with regards to characteristics such as judgment, experience, expertise, diversity and background; | | ● | recommending to PubCo’s Board of Directors such criteria with respect to nomination or appointment of members of its Board of Directors and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; | | ● | recommending to PubCo’s Board of Directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; | | ● | periodically reassessing the adequacy of the committee charter; | | ● | overseeing compliance with the corporate governance guidelines and code of business conduct and ethics; and | | ● | overseeing and leading the self-evaluation of PubCo’s Board of Directors in its performance and effectiveness as a whole. |
Duties and Powers of Directors
Duties and Powers of Directors Under Cayman Islands law, PubCo’s directors owe fiduciary duties to PubCo, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in PubCo’s best interests. PubCo’s directors must also exercise their powers only for a proper purpose. PubCo’s directors also owe to PubCo a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to PubCo, PubCo’s directors must ensure compliance with PubCo’s memorandum and articles of association, as amended and restated from time to time. PubCo has the right to seek damages if a duty owed by its directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in PubCo’s name if a duty owed by PubCo’s directors is breached. In accordance with the Proposed PubCo Charter, the powers of PubCo’s board of directors include, among others, (i) convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of the funds of PubCo lawfully available therefor, (iii) appointing and removing any natural person or corporation, whether or not a director to hold such office in PubCo as the directors may think necessary for the administration of PubCo, and (iv) approving the transfer of shares of PubCo, including the registering of such shares in PubCo’s share register. In addition, in the case of an equality of votes, the chairman of the meeting of the directors of PubCo shall be entitled to a second or casting vote.
Terms of Directors and Officers
Terms of Directors and Officers Pursuant to the Proposed PubCo Charter, PubCo may by an ordinary resolution appoint any person to be a director. The board of PubCo may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between PubCo and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board. A director may be removed from office by an ordinary resolution, notwithstanding anything in the articles of association of PubCo or in any agreement between PubCo and such director (but without prejudice to any claim for damages under such agreement). In addition, the office of directors of PubCo shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by PubCo to be of unsound mind; (iii) resigns by notice in writing to PubCo; (iv) without special leave of absence from the PubCo board, is absent from meetings of the PubCo board for three consecutive meetings and the PubCo board resolves that his office be vacated; (v) prohibited by law from being a director; or (vi) is removed from office pursuant to any other provision of the Proposed PubCo Charter.
Compensation of Directors and Executive Officers
Compensation of Directors and Executive Officers For the fiscal year ended June 30, 2024, HZJL paid an aggregate of RMB 1,537,662.1 in cash to its directors and executive officers.
DIRECTORS
DIRECTORS
DIRECTORS
| (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2) Directors, the exact number of Directors to be determined from time to time by the Board of Directors. |
DIRECTORS
| (b) The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting. |
DIRECTORS
| (c) The Company may by Ordinary Resolution appoint any person to be a Director. |
DIRECTORS
| (d) The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the Board. |
DIRECTORS
| (e) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Any Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board. |
DIRECTORS
| 89. | A Director may be removed from office by an Ordinary Resolution, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by an Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than five (5) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal. |
DIRECTORS
| 90. | The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time. |
DIRECTORS
| 91. | A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings. |
DIRECTORS
| 92. | The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. |
DIRECTORS
| 93. | The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. |