Directors, Director Nominees and Officers Upon consummation of this offering, our directors, director nominees and officers will be as follows: Name ​ ​ Age ​ ​ Title ​ Jinlong Liu ​ ​ 30 ​ ​ Chairman ​ Ming Zhang ​ ​ 33 ​ ​ Chief Executive Officer ​ Jianmin Yu ​ ​ 46 ​ ​ Chief Financial Officer ​ Yong Li ​ ​ 37 ​ ​ Director Nominee* ​ Lei Wang ​ ​ 42 ​ ​ Director Nominee* ​ Chao Liu ​ ​ 37 ​ ​ Director Nominee* ​ ​ * This individual will occupy the position of director on the effective date of the registration statement of which this prospectus is a part. ​ Jinlong Liu, our Chairman since December 2019, has been serving as chairman of Shanghai Midai Investment Group, an investment group in Shanghai, focusing on auto finance, real estate investment and investments relating to logistics, tourism and individual transportation, since August 2016. Mr. Liu has also served as chief executive officer of Shanghai Midai Automobile Corp., a subsidiary of Shanghai Midai Investment Group, dealing with auto sales, rental, finance and repairs, as well as gasoline trade, since June 2015. From 2009 to 2015, Mr. Liu served as the manager of Ye Chiu Resources Ltd., specializing in the manufacturing and exportation of aluminum materials in China. From 2010 to 2012, Mr. Liu was employed by Jianhua Group Ltd., a trade, finance, retail and construction company in China. From 2012 to 2015, Mr. Liu was employed by Pingan Group., a finance group in China. Mr. Liu received his Bachelor degree of Environmental Engineering from Jiangsu University. We believe Mr. Liu is qualified to serve on our board of directors because of his extensive management, investment and financial background. Ming Zhang, our Chief Executive Officer since December 2019, has been co-managing several growth equity funds in China, including CCIN Capital Management Corp., which focuses on public private partnerships, non-performing assets and pre-IPO investments in China, since July 2018, Manzi Holding Corp., which focuses on venture capital investments in China, since June 2018, Ebula Investment Fund, which focuses on angel round investment and consulting services in China, since December 2017, Blue Stone Capital, which focuses on private equity fund management, since March 2015, and Mingen Capital, which focuses on funds management in China, since March 2013. Mr. Zhang has also served as Managing Director of SBI Financial Holding Group China, an integrated finance services group, since January 2017. From 2007 to 2012, Mr. Zhang founded and operated three start-up internet commerce companies, including Seven Day Ecommerce Co., Ltd., New Dream Technology Co., Ltd. and Weipin Industries Co., Ltd. Mr. Zhang received his MBA degree from Zhejiang University. Jianmin Yu, our Chief Financial Officer since December 2019, has been co-managing several growth equity funds in China, including CCIN Capital Management Corp., which focuses on public private partnerships, non-performing assets and pre-IPO investments in China, since July 2018, and Manzi Holding Corp., which focuses on venture capital investments in China, since June 2018. Mr. Yu has served as a member of the board directors of Shanghai Midai Investment Group since June 2019. Since April 2019, Mr. Yu has served as an executive director of Shanghai Midai Automobile Group Ltd. Since April 2019, Mr. Yu has served as an executive Director of Shanghai MYPT Health Consulting Ltd., focused on personal health in China. Mr. Yu served as an independent consultant in the finance and e-commerce industries, from 2013 until June 2018. Mr. Yu served as President of Cargo Services (China) Ltd., a logistics company in China market, from 2002 to 2012 and as President of CMA Logistics (China) Ltd., a container ship owner, from 2012 to 2013. Mr. Yu received his MBA from Catholic University of Leuven in Belgium and Master of Finance from the London School of Economics. Yong Li will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Li has served as Managing Director of Tian Feng Tian Rui Investment Corp., an affiliate of Tian Feng Securities, in China since July 2016. From November 2013 103 TABLE OF CONTENTS to June 2016, Mr. Li served as Vice President of Tao Shi Equity Investment Management Corp., an investment company in China. From August 2011 to October 2013, Mr. Li served as director of Shenzhen Pingan Real Estate Corp., a subsidiary of Pingan Group in China. From July 2009 to November 2011, he served as director of Zhong Rong Trust Corp. From September 2006 to July 2009, Mr. Li was employed by Standard Chartered Bank. Mr. Li received his Bachelor degree from Chongqing University and MBA degree from Shanghai Jiaotong University. We believe Mr. Li is well qualified to serve on our board of directors because of his extensive business and management experience in China. Lei Wang will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Wang has served as General Manager of Zhejiang Blue Stone Capital Management Corp. since April 2018. Mr. Wang served as Deputy General Manager, in charge of investments, for Zhejiang Zhihe Zhituo Equity Investment Funds Corp., from April 2015 to April 2018. Mr. Wang was the investment director of Jiangsu Jinmao Jingxin Investment Corp. from December 2009 to February 2015. From 2007 to 2009, Mr. Wang was the Deputy General Manager of Nanjing Kengding Education Training Corp. Prior to that, Mr. Wang served as the General Manager at a branch company of PASCO Investment Management Co., Ltd from 2004 to 2007, Assistant Manager of Beijing Anshan Securities Ltd. from 2001 to 2004 and Assistant Manager of Tianjin Everbright Yongming Insurance Corp. from 1999 to 2001. Mr. Wang received his Bachelor degree in Finance from Nankai University of China. We believe Mr. Wang is well qualified to serve on our board of directors because of his extensive experience and strong expertise in finance, investment and capital markets. Chao Liu will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Liu has served as the director of Shanghai Midai Investment Group since December 2018. From August 2016 to December 2018, Mr. Liu served as General Manager of Zhong Fei Finance & Leasing Corp. From August 2015 to August 2016, he served as South China General Manager at Zhong Rong International Trust Corp. From August 2006 to July 2015, he served as General Manager of Chengdu Chaotuo Culture Media Corp. Mr. Liu received a B.A. in Business Administration Science from South West University of Finance and Economics in China. We believe Mr. Liu is well qualified to serve on our board of directors because of his extensive business and management experience in China. Number, Terms of Office and Election of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our Board of Directors will consist of four members. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares. Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors. Director Independence The NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have two “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Messrs. Li, Wang and Chao Liu are independent directors under applicable SEC and NASDAQ rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 104 TABLE OF CONTENTS Officer and Director Compensation None of our officers or directors have received any cash or non-cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, officers and directors, or any of their respective affiliates, 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 audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be 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 such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent 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. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms part, our Board of Directors will have two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the Board of Directors. The members of our audit committee will be Messrs. Li, Wang and Chao Liu. Mr. Li will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our Board of Directors has determined that Mr. Li qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ 105 TABLE OF CONTENTS • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent auditors; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the Board of Directors. The members of our Compensation Committee will be Messrs. Li, Wang and Chao Liu, Mr. Wang will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ​ • reviewing and approving the compensation of all of our other officers; ​ • reviewing our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ​ • producing a report on executive compensation to be included in our annual proxy statement; and ​ • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NASDAQ and the SEC. 106 TABLE OF CONTENTS Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules. In accordance with Rule 5605 of the NASDAQ rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Li, Wang and Chao Liu. In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Prior to our initial business combination, the Board of Directors will also consider director candidates recommended for nomination by holders of our founder shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our Board of Directors. Code of Ethics Prior to the effectiveness of the registration statement of which this prospectus is a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of t