East Stone Acquisition Corporation *

East Stone Acquisition Corporation *

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: ICONIQ Holding Limited

ENTERPRISE VALUE: $2.5 billion
ANTICIPATED SYMBOL: tbd

East Stone Acquisition Corporation proposes to combine with ICONIQ Holding Limited (“NWTN”), a company engaged in the business of developing smart electric vehicles.

  • Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement, NWTN, Inc., a newly formed subsidiary, will seek to be listed on the Nasdaq Stock Market.
  • The outstanding shares of NWTN and East Stone will be converted into the right to receive shares of NWTN.

SUBSEQUENT EVENT – 9/29/22 – LINK

  • The April and August PIPE agreements have been terminated, leaving the June PIPE active.
  • On September 23, 2022, East Stone and Pubco entered into a subscription agreement with a fourth investor, on the same terms as the April PIPE, June PIPE and August PIPE pursuant to which, among other things, the Pubco has agreed to issue and sell to the September PIPE Investor, and the September PIPE Investor has agreed to subscribe for and purchase, certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000, in a private placement (the “September PIPE”).
    • The aggregate PIPE subscription still adds up to $400M

EXTENSION – 8/22/22 – LINK

  • On August 22, 2022, East Stone held a special meeting of shareholders to extend the date by which the Company has to consummate a business combination from August 24, 2022 to February 24, 2023.
  • Shareholders holding 22,807 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro-rata portion of the funds in the Company’s trust account.
  • As a result, approximately $234,598.53 (approximately $10.29 per share) will be removed from the Trust Account to pay such holders.

SUBSEQUENT EVENT – 8/12/22 – LINK

  • On August 12, 2022, East Stone and Pubco entered into a subscription agreement (the “August PIPE Subscription Agreement”) with a third investor, on substantially the same terms as the April PIPE and June PIPE, pursuant to which Pubco has agreed to issue and sell to the August PIPE Investor certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000 (the “August PIPE”).

SUBSEQUENT EVENT – 6/14/22 – LINK

  • On June 15, 2022, East Stone and Pubco entered into a subscription agreement with a second investor, on substantially the same terms as the April PIPE, pursuant to which the Pubco has agreed to issue and sell to the June PIPE Investor certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000.

TRANSACTION

  • The transaction represents a post-combination valuation of $2.5 billion for NWTN upon closing.

PIPE

  • The PIPE Investor has agreed to subscribe for and purchase, 19,493,177 shares at $10.26/share, or the redemption value of the trust account on the day of closing for an aggregate purchase price of $200,000,000.
  • Subsequent Event – On June 15, 2022, East Stone and Pubco entered into a subscription agreement (the “June PIPE Subscription Agreement”) with a second investor (the “June PIPE Investor”), on substantially the same terms as the April PIPE, pursuant to which the Pubco has agreed to issue and sell to the June PIPE Investor certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000, in a private placement (the “June PIPE”).
  • Subsequent Event – On August 12, 2022, East Stone and Pubco entered into a subscription agreement (the “August PIPE Subscription Agreement”) with a third investor, on substantially the same terms as the April PIPE and June PIPE, pursuant to which Pubco has agreed to issue and sell to the August PIPE Investor certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000.
  • Subsequent Event – On September 23, 2022, East Stone and Pubco entered into a subscription agreement with a fourth investor, on the same terms as the April PIPE, June PIPE and August PIPE pursuant to which, among other things, the Pubco has agreed to issue and sell to the September PIPE Investor, and the September PIPE Investor has agreed to subscribe for and purchase, certain ordinary shares of the Pubco at the Per Share Price for an aggregate purchase price of $200,000,000, in a private placement (the “September PIPE”).
    • The April and August PIPE agreements have been terminated, leaving still the June PIPE active.
    • The aggregate PIPE subscription still adds up to $400M

LOCK-UP

Company Lock-Up:

  • These lock-up agreements provide for a lock-up period commencing on the Closing Date and ending:
    • (a) with respect to shares held by the controlling shareholder of the Company,
      • (x) 12-month anniversary of the Closing Date with respect to 50% of such shares,
      • (y) 18-month anniversary of the Closing Date with respect to 25% of such shares,
      • (z) 24-month anniversary of the Closing Date with respect to 25% of such shares

Sponsor Lock-Up:

  • These lock-up agreements provide for a lock-up period commencing on the Closing Date and ending:
    • (b) with respect to the shares held by certain Founders and certain other Sellers,
      • (x) 6-month anniversary of the Closing Date with respect to 30% of such shares, and
      • (y) 1-year anniversary of the Closing Date with respect to 70% of such shares.

NOTABLE CONDITIONS TO CLOSING

  • East Stone having at least $5,000,001 in net tangible assets as of the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated prior to the Closing by either East Stone or the Company if the Closing does not occur by August 24, 2022, or such other date as may be extended for only one time.
  • East Stone or the Company may also terminate if a governmental authority of competent jurisdiction shall have issued an order or taken restraining or prohibiting the transactions, and such order or other action has become final and non-appealable.

ADVISORS

  • None listed.

The below-announced combination was terminated on 4/16/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: JHD Holdings (Cayman) Limited [TERMINATED on 4/16/22 LINK]

ENTERPRISE VALUE: $1.0 billion
ANTICIPATED SYMBOL: TBD

East Stone Acquisition Corporation proposes to combine with JHD Holdings (Cayman) Limited, a merchant enablement services platform in lower-tier cities in China (“JHD” or the “Company”), operating in China under the brand Ji Hui Duo®.

JHD is an online and offline merchant enablement services platform that provides almost 90,000 independent retailers, in five provinces, with a full suite of services and technologies, including Point-of-Sale (POS), supply chain and logistics, and fintech/payment capability. To enable financial inclusion of communities that are significantly underbanked, JHD’s platform has already enabled 3,000 outlets to become licensed rural area financial stations, enabling established banks to extend their branch network to serve more consumers. By supplying the partner stores with reliable and timely delivery of branded consumer products, JHD provides a reliable supply chain to the stores.

JHD targets lower-tier cities and emerging areas in China, which represent a total population of over 550 million people who spend over $900 billion on food and household items each year, mostly in the over six million independent retailers that service these regions.


EXTENSION – 3/2/22 – 8-K LINK

  • On February 24, 2022, the Company held a special meeting of shareholders to extend the date by which the Company has to consummate a Business Combination from February 24, 2022 to August 24, 2022 (the “Extension Amendment Proposal”).
    • Shareholders holding 361 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.
    • As a result, approximately $3,704 (approximately $10.26 per share) will be removed from the Trust Account to pay such holders.

SUBSEQUENT EVENT – 2/4/22 – 8-K LINK

  • On January 31, 2022, East Stone Acquisition Corporation entered into share transfer agreements (the “Founder Share Transfer Agreements”) with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, and Meteora Capital Partners, LP and Meteora Special Opportunity Fund I, LP (collectively, the “Backstop Investors”), with Double Ventures Holdings Limited (the “Sponsor”) to support East Stone’s proposal to extend the date by which East Stone has to consummate a business combination from February 24, 2022 to August 24, 2022 (the “Extension“).
  • The Backstop Investors agreed to not request redemption of an aggregate of up to 600,000 ordinary shares of East Stone in connection with the Extension.
  • The Sponsor agreed to transfer to the Backstop Investors an aggregate of:
    • (i) 180,000 founder shares, and
    • (ii) 60,000 founder shares for each month past May 24, 2022 that the transactions contemplated by the Business Combination Agreement have not yet closed, for a total of up to 360,000 founder shares to be received by the Backstop Investors to support the Extension.

EXTENSION – 11/24/21 – LINK

  • The shareholder vote was approved to extend the time to complete a business combination from November 24, 2021 to February 24, 2022
    • 10,534,895 shares were redeemed at the meeting.
    • No contribution was added to the trust account.

SUBSEQUENT EVENT – 11-12-21 – 8-K LINK

  • On November 12, 2021, East Stone Acquisition Corporation announced that they have entered into three Forward Share Purchase Agreements — one with Sea Otter Securities (“Sea Otter”) (the “Sea Otter Purchase Agreement”), one with Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”) (the “Mint Tower Purchase Agreement”), and one with Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora”, and together with Glazer, the “Principal Investors”) (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), with Meteora on behalf of itself and its affiliated investment funds (the “Glazer Purchase Agreement”).
    • Which would provide that each of the Backstop Investors will not redeem shares that they each hold in connection with the Extension and the Business Combination and instead would each either hold such shares for a period of time following the consummation of the Business Combination, at which time they will each have the right to sell such shares to the Company at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share.
    • Each Forward Share Purchase Agreement provides that the aggregate number of our ordinary shares which would be subject to each of such agreements is up to 974,658 shares, for a total of up to 2,923,974 shares subject to non-redemption. Certain of the Backstop Investors who held shares prior to signing the Backstop Agreements may have otherwise redeemed such shares in the absence of such Forward Share Purchase Agreements.
    • As a result of the Backstop Agreements, an aggregate of $30,438,569.30 will not be redeemed from the Trust Account and will be placed into escrow for up to three months following the Business Combination.
    • Further, if the Backstop Investors sell such shares during the one-month period following the Business Combination Closing Date at a sales price that is greater than $10.26 per share, then the Company is required to pay to each selling investor a premium of $0.05 per share sold.
  • In connection with the above-mentioned arrangements, our Sponsor agreed to transfer to the Backstop Investors 44,444 founder shares for every 324,886 public shares not redeemed, for an aggregate of up to 399,996 founder shares to be transferred to such investors.
    • Of such amount, an aggregate of up to 135,000 founder shares will be transferred to the Backstop Investors on or before the date of the Special Meeting, and an aggregate of up to 264,996 founder shares will be transferred to the Backstop Investors on or before the Business Combination Closing Date.
  • In connection with the Forward Share Purchase Agreements, our Sponsor agreed to transfer to the Backstop Investors 44,444 founder shares for every 324,886 public shares not redeemed, for an aggregate of up to 399,996 founder shares to be transferred to such investors.
  • Of such amount, an aggregate of up to 135,000 founder shares will be transferred to the Backstop Investors on or before the date of the Special Meeting, and an aggregate of up to 264,996 founder shares will be transferred to the Backstop Investors on or before the Business Combination Closing Date. 

SUBSEQUENT EVENT – 10-14-21 – 8-K LINK

  • On October 7, 2021, the parties to the Amended Agreement entered into that certain Second Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Amended Agreement was further amended and restated in its entirety to, among other things
    • (i) memorialize an agreement among the parties that the vested options in the Primary Seller previously issued to senior executives and directors of the Primary Seller would be exchanged for substitute options in Pubco exercisable into a pool of the ordinary shares, $0.0001 par value per share, of Pubco, thereby reducing the Exchange Consideration that would otherwise have been issued to the Sellers
    • (ii) delete the text noting that the 2021 Convertible Notes and any Equity Investment would be treated as PIPE Investments.

EXTENSION – 5/24/21 – 8-K LINK

  • One May 24, 2021, East Stone announced that they contributed $1,380,000 ($0.10/Share) into the trust account to extend the time it takes to complete a business combination from August 24, 2021 to November 24, 2021

EXTENSION – 5/24/21 – 8-K LINK

  • One May 24, 2021, East Stone announced that they contributed $1,380,000 ($0.10/Share) into the trust account to extend the time it takes to complete a business combination by 3 months to August 24, 2021.

TRANSACTION

The total consideration to be paid by Pubco to the Sellers for their shares of JHD, shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”)

  • (i) One Billion U.S. Dollars ($1,000,000,000), plus
  • (ii) the aggregate amount cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus
  • (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries, and minus
  • (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate, with each Pubco ordinary share valued at the amount equal to the price at which each East Stone ordinary share is redeemed or converted pursuant to the redemption of shares (the “Redemption Price”).

east stone trans overview

 


FOUNDER SHARE LETTER

  • The Sponsor, Sherman Xiaoma Lu, Charlie Chunyi Hao, Navy Sail (collectively with the Sponsor, the “Primary Initial Shareholderswill enter into a letter agreement with East Stone and JHD, (the “Founder Share Letter”), pursuant to which the Primary Initial Shareholders shall agree to forfeit up to an aggregate of fifty percent (50%) of their Founder Shares, based on a sliding scale, in the event that East Stone has less than One Hundred Million Dollars ($100,000,000) in cash after taking into consideration the amount in East Stone’s trust account after redemptions and the gross proceeds of any PIPE investment.

FORWARD PURCHASE AGREEMENT & BACKSTOP

Subsequent Event – On January 31, 2022, East Stone Acquisition Corporation entered into share transfer agreements (the “Founder Share Transfer Agreements”) with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, and Meteora Capital Partners, LP and Meteora Special Opportunity Fund I, LP (collectively, the “Backstop Investors”), with Double Ventures Holdings Limited (the “Sponsor”) to support East Stone’s proposal to extend the date by which East Stone has to consummate a business combination from February 24, 2022 to August 24, 2022 (the “Extension“).

Pursuant to Founder Share Transfer Agreements, the Backstop Investors agreed to not request redemption of an aggregate of up to 600,000 ordinary shares of East Stone in connection with the Extension.

  • In connection therewith, the Sponsor agreed to transfer to the Backstop Investors an aggregate of:
    • (i) 180,000 founder shares on or prior to the special meeting of East Stone (the “Special Meeting”) in which East Stone’s shareholders will vote on the Extension, and
    • (ii) 60,000 founder shares for each month past May 24, 2022 that the transactions contemplated by the Business Combination Agreement have not yet closed, for a total of up to 360,000 founder shares to be received by the Backstop Investors to support the Extension.

Subsequent Event – On November 12, 2021, East Stone Acquisition Corporation, entered into certain forward share purchase arrangements (the “Forward Share Purchase Agreements”) with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, Glazer Special Opportunity Fund I, LP and Meteora Capital Partners, LP (the “Backstop Investors”), which provide that such investors will not redeem shares that they each hold in connection with the proposal to extend the date by which East Stone has to consummate a business combination from November 24, 2021 to February 24, 2022 (the “Extension”) and the proposed transactions pursuant to Business Combination Agreement, and instead would each either hold such shares for a period of time following the consummation of the Business Combination, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share.

Each Forward Share Purchase Agreement provides that the aggregate number of our ordinary shares which would be subject to each of such agreements is up to 974,658 shares, for a total of up to 2,923,974 shares subject to non-redemption. Certain of the Backstop Investors who held shares prior to signing the Backstop Agreements may have otherwise redeemed such shares in the absence of such Forward Share Purchase Agreements.

As a result of the Backstop Agreements, an aggregate of $30,438,569.30 will not be redeemed from the Trust Account and will be placed into escrow for up to three months following the Business Combination.

In connection with the Forward Share Purchase Agreements, our Sponsor agreed to transfer to the Backstop Investors 44,444 founder shares for every 324,886 public shares not redeemed, for an aggregate of up to 399,996 founder shares to be transferred to such investors.

Of such amount, an aggregate of up to 135,000 founder shares will be transferred to the Backstop Investors on or before the date of the Special Meeting, and an aggregate of up to 264,996 founder shares will be transferred to the Backstop Investors on or before the Business Combination Closing Date. 


LOCKUP

Pubco and the Primary Seller will enter in a lock-up agreements providing for a lock-up period commencing on the Closing Date and ending

  • (x) with respect to 50% of the shares on the earlier of:
    • (i) twelve (12) months after the Closing and
    • (ii) commencing after the six (6) month anniversary of the Closing, the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period; and
  • (y) with respect to the remaining 50% of their Restricted Securities, twelve (12) months after the date of the consummation of the Closing, or earlier, in either case, if, subsequent to the Closing, Pubco consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of Pubco’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
  • East Stone, the Sponsor and the directors, officers or other initial shareholders of East named therein, pursuant to which the lock-up period set forth in the Insider Letter, as applied to the Primary Initial Shareholders with respect to their Founder Shares after Closing, was amended to be identical to the lock-up period set forth in the Lock-Up Agreement for the Sellers.

NOTABLE CONDITIONS TO CLOSING

  • After taking into consideration the Redemption, the trust account proceeds and the gross proceeds of any private placement, the amount of cash available to East Stone should amount to One Hundred and Ten Million Dollars ($110,000,000) or more at Closing.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On February 24, 2022, the Company held a special meeting of shareholders to extend the date by which the Company has to consummate a Business Combination from February 24, 2022 to August 24, 2022 (the “Extension Amendment Proposal”).
  • If the Closing does not occur by February 24, 2022 or such other date that the parties agree to in writing (the “Outside Date”).

ADVISORS

  • None listed

The below-announced combination was terminated on 2/15/21.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Ufin Holdings Limited [TERMINATED ON 2/15/21 – LEFT HERE FOR REFERENCE]

ENTERPRISE VALUE: $300.0 million
ANTICIPATED SYMBOL: TBD

SUBSEQUENT EVENTS – 11/13/20

On November 9, 2020, the parties to the Original Agreement, Pubco and Merger Sub entered into that certain Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Original Agreement was amended and restated in its entirety to provide, among other things, that (i) each security holder of East Stone immediately prior to the effective time of the Merger shall receive an equivalent number of Pubco ordinary shares in the form of American depositary shares (“ADSs”), subject to satisfying the ADS Conditions, and (ii) that Pubco shall establish one or more sponsored American depositary receipt (“ADR”) facilities for the purpose of issuing the ADSs.


TRANSACTION SUMMARY

Exchange Consideration

The total consideration to be paid by Pubco to the Seller (which consideration shall be allocated to certain designated recipients (the “Designated Share Recipients”)) for its shares of Ufin shall be a combination of Pubco ordinary shares and Pubco warrants equal to up to Four Hundred Fifty Million Dollars ($450,000,000) (the “Exchange Consideration”) consisting of (a) a number of Pubco ordinary shares (the “Base Exchange Shares”) equal in value to: (i) $300,000,000, plus (or minus, if negative) Ufin’s net working capital, and minus (ii) the aggregate amount of any outstanding indebtedness of Ufin (in excess of RMB10,000,000 (the “Closing Debt”), (b) 6,000,000 Pubco warrants, and (c) up to 15,000,000 Pubco ordinary shares if certain conditions are met (the “Earnout Shares”), and together with the Base Exchange Shares (the “Exchange Shares”). At the Closing, Seller will allocate its shares among certain designated recipients of the shares (the “Designated Share Recipients”).

The number of Base Exchange Shares is subject to adjustment prior to Closing based on estimates of net working capital and the Closing Debt, determined using the numbers from Ufin’s financial closing of each fiscal quarter prior to Closing.


NOTABLE CONDITIONS TO TERMINATION

  • By either East Stone or Ufin if the Closing has not occurred on or prior to February 15, 2021 (the “Outside Date”)
    • Provided that if East Stone, at its election, either makes a three month automatic extension (the “Automatic Extension”) or receives shareholder approval for a charter amendment to extend the term it has to consummate a business combination (“Charter Extension”), East Stone can extend the Outside Date by three months in the case of the Automatic Extension or in the case of a Charter Extension the shorter of three months and the period ending on the last day for East Stone to consummate a business combination.
  • By UFin, in the event that, after taking into consideration the Redemption, the trust account proceeds and the gross proceeds of a private placement, the amount of cash available to East Stone is less than Thirty Million Dollars ($30,000,000).

EAST STONE ACQUISITION CORP. MANAGEMENT & BOARD


Executive Officers

Xiaoma (Sherman) Lu, 53
Chief Executive Officer and Director

Mr. Lu is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. From January 2017 to November 2017, Mr. Lu served as the executive vice president of Kangde Investment Group, a Chinese company engaging in new energy and financial services and capital investment. Prior to that, Mr. Lu served as the chief executive officer of Wanda Investment Company and vice president of Wanda Financial Group, the investment and financial arms of Wanda Group, a China multinational conglomerate in the real estate, hospitality, retailing, entertainment and heath care, responsible for business expansion, capital investment, and cross board merger and acquisition in commercial real estate and entertainment business from May 2015 to December 2016. Mr. Lu served as the executive vice president of China Shenzhen Stock Exchange, one of the two primary stock exchanges in China, overseeing public company governance and securities offering from November 2012 to May 2015. Prior to Shenzhen Stock Exchange, Mr. Lu was a full-time non-executive board director at China Construction Bank from August 2010 to November 2012. Mr. Lu has also served in various positions and in different functions at State Street Corporation (NYSE: STT) from May 2005 to August 2010, a financial services and bank holding company headquartered in Boston with operations worldwide. Currently, Mr. Lu serves as independent director on the boards of Yango Group Co., Ltd. (000671.SZ), a China-based company principally engaged in the development and sale of real estate, Sailing Henan Investment, a private investment company, and BOC International (China) Co, Ltd., a private company providing securities brokerage and investment services in China. Mr. Lu received his Bachelor’s and Master’s degree in thermal engineering from Tsinghua University in Beijing, China and an MBA degree from Boston College.


Advisors

Hua Mao

Mr. Hua Mao, 42, is a vice president with Tencent, a dominant player in China for online services such as instant messaging, mobile payment, digital banking and online gaming. Mr. Mao founded his start-up software company, Hangzhou Mole Information Technology Co. Ltd., in March 2009, which Tencent subsequently purchased at the end of 2011. Since then, Mr. Mao has served various leadership positions within Tencent in the areas of AI clouding, AR communication platform, IoT, and Tencent’s APP store. Mr. Mao has received educational training in software engineering with a bachelor degree from Zhejiang University of Science and Technology.


Cheng Zhao

Mr. Cheng Zhao, 45, is a veteran of Baidu, a leading search engine in China, and he has offered Baidu more than a decade of service from 2006 to March 2019. Before his departure from Baidu, Mr. Zhao served as Group Vice President and Chief Editor, responsible for digital media, communication, public and government relationship. Mr. Zhao earned his Master’s degree in Economics from Renmin University and MBA from Beijing University.


Board of Directors

Chunyi (Charlie) Hao, 59
Chairman and Chief Financial Officer

Mr. Hao is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. He served as chief executive officer and president of Shandong Haizhishe Energy Engineering Co., Ltd., a solar and wind engineering company in China, and was in charge of the daily operations and business development of the company from December 2015 to March 2019. Prior to that, Mr. Hao was an investment officer of Shanghai Guxin Investment Limited, a firm engaging in the investment of solar farms across China, from 2014 to June 2015.He served as chief financial officer at Delphi Automotive Corp (Saginaw Steering System) (“Delphi”) of General Motors Inc., overseeing joint venture operation across China and Asia Pacific from 1995 to 1998. Mr. Hao is an independent director of Cogobuy Group PLC (HKSE: 0400.HK), an e-commerce platform and distributor for electronic goods in China. He served as chief executive officer and director at China Fundamental Acquisition Corporation and a board director and president of China operations at Asia Automotive Acquisition Corporation, two SPACs in 2008 and 2005, respectively. Mr. Hao received his Bachelor’s degree in French from Beijing Language and Culture University, a Master of Arts degree from the University of Notre Dame and an MBA degree from Pace University.


Sanjay Prasad, 56
Director

Mr. Sanjay Prasad has been the founder, chief executive officer and president of Global Business Dimensions Inc., a manufacturer, seller and distributor of PC components, semiconductor and consumer electronic products, since June 1994. Mr. Prasad also founded Cinemagic Entertainment, a home cinema and audio video installation company, in June 2006 and Buyonlineled.com, a seller of LED lighting products, in April 2017. Mr. Prasad is a member of the New Jersey District Export Council. Mr. Prasad has helped numerous companies export their products overseas providing guidance on financing, export license controls and help in marketing to Asia, Europe and Middle East. Mr. Prasad received his Bachelor’s degree in industrial engineering from BIT India, Master’s degree in industrial engineering from Kansas State University and an MBA degree from Adelphi University.


Michael S. Cashel, 58
Director

Mr. Michael S. Cashel has been the Chief Operating Officer of Open Door Securities LLC since September 2019. Prior to that, he was a business consultant for State Street from September 2018 to September 2019, and Senior Vice President of Fidelity Trading Ventures from 2012 to 2017, where he led the development of various trading technologies and analytics. Prior to that, he served as Senior Vice President and Head of Equities with Fidelity’s Capital Market Services from 2008 to 2012. Mr. Cashel has previously served in managerial positions at Bear Steans, Harborside Securities, ABN AMRO and Morgan Stanley. Mr. Cashel earned his bachelor’s degree from Saint Lawrence University and is actively licensed in Series 7, 9, 10, 24, 55, 63 and 99.


William Zielke, 74
Director

Mr. William Zielke has been the Managing Partner of Automotive Advisory Partners LLC (“AAP”) since 2006, providing consulting services to companies in North American, Europe, China and Southeast Asia. Since November 2015, Zielke has been a member of the Board of Directors of DEEC Inc., a company focused on development of innovative high technology automotive products such as hydrogen injection into the combustion chamber of internal combustion engines and advanced Thermal Management Systems. From May 2010 to April 2013, Mr Zielke served initially as Board of Directors and Co-Chair of the Audit Committee, and later on served as Chief Executive Officer of Tongxin International Ltd. (“Tongxin”). Prior to formation of AAP, Zielke was employed by General Motors (Delphi after the spinoff from GM). GM Divisions Zielke was assigned to included Diesel Equipment, Rochester Products, AC Rochester, GM Europe (GM Luxembourg), AC Delco Systems, Delphi Energy and Engine Management Systems, Delphi Energy and Chassis Systems, and ACG Holdings. Functions performed by Zielke included Sales (OEM and Aftermarket), Marketing (OEM and Aftermarket), Business Development (Mergers and Acquisitions), Intellectual Property Management, and Manufacturing. Zielke received a BBA degree from the University Of Wisconsin – Whitewater and a MBA from Loyola University of Chicago. Additional Executive education was completed at Northwestern University (Vevey, Switzerland), INSEAD (Fontainebleau France), Duke, Thunderbird, and University of Michigan.