Longjiao Li
About Longjiao Li
Independent director at DT Cloud Star Acquisition Corporation (DTSQ); age 36, serving on a one‑class board with one‑year terms. Background in investment and corporate listing incubation; General Manager of Shenzhen Qianhai Hairun Huaxin Investment Co., Ltd. since July 2017. Education: Bachelor’s degree in bioengineering, Shaanxi University of Science and Technology (July 2010) .
Past Roles
No prior roles beyond current external position were disclosed for Ms. Li in DTSQ filings .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenzhen Qianhai Hairun Huaxin Investment Co., Ltd. | General Manager | Since July 2017 | Investment and corporate listing incubation experience |
Board Governance
- Independence: The Board affirmed Ms. Longjiao Li is “independent” under Nasdaq rules .
- Board structure: One class of five directors elected annually .
- Board/committee activity: The Board held no meetings in FY2024; actions were taken via written resolutions. Audit, Compensation, and Nominating Committees held no meetings in FY2024 .
- Committee charters and independence: All three committees have written charters; members meet Nasdaq/SEC independence standards .
| Committee | Role | Chair | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | — (Chi Zhang designated Audit Committee Financial Expert) | 0 | Reviews related‑party transactions |
| Compensation Committee | Member | Chi Zhang | 0 | Oversees executive and director compensation policies |
| Nominating Committee | Member | Chi Zhang | 0 | Board composition, governance policies |
Fixed Compensation
- Directors and founders receive no compensation or fees of any kind prior to consummation of the initial business combination; only reimbursement of out‑of‑pocket expenses (no limit) .
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $0 (no fees paid prior to business combination) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Expense reimbursement | Yes; out‑of‑pocket reimbursed, no limit |
Performance Compensation
- No equity or performance‑based director compensation is granted prior to the initial business combination .
| Performance Metric/Instrument | Status |
|---|---|
| RSUs/PSUs | None pre‑business combination |
| Options | None pre‑business combination |
| Cash bonus | None pre‑business combination |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable (no director pay) |
Other Directorships & Interlocks
- No other public company directorships for Ms. Li were disclosed in DTSQ’s proxy/10‑K; external role noted above (private company) .
| Company | Exchange/Ticker | Role | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public boards disclosed for Ms. Li |
Expertise & Qualifications
- Investment and corporate listing incubation expertise; management role since 2017 .
- Bioengineering academic background (Bachelor’s, 2010) .
- Independent status confirmed under Nasdaq rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Longjiao Li | 0 (no beneficial ownership) | 0% |
- No options/rights/RSUs disclosed for Ms. Li; no pledging disclosed .
Insider Filings/Trades
| Filing Type | Period | Company Disclosure |
|---|---|---|
| Forms 3/4 (Section 16) | Since IPO | Company states required Section 16 filings were timely by officers, directors, and >10% holders; no transaction details provided in proxy . |
Related‑Party/Conflict Considerations
- Audit Committee (includes Ms. Li) reviews and must approve related‑party transactions ≥$120,000; conflicted directors are recused .
- Sponsor influence: Sponsor beneficially owns ~21.7% and holds founder/private placement securities; insiders expect to vote “FOR” key proposals (including charter/trust amendments) .
- Administrative services agreement: $10,000/month for office/admin from sponsor affiliate (nil paid in 2023–2024); working capital loan capacity up to $300,000 (nil drawn as of 12/31/2024) .
- Policy protections: Code of Ethics and written charters in place; clawback policy adopted March 28, 2025 for Section 16 officers (applies to officers, not directors) .
Governance Assessment
- Independence and committee coverage are solid on paper; Ms. Li sits on Audit, Compensation, and Nominating Committees, with committee charters and independence affirmed .
- RED FLAGS: Board and all committees reported zero meetings in FY2024 (actions via written resolutions), indicating limited observable engagement; this is common in early SPACs but may concern investors focused on oversight rigor . Ms. Li has no share ownership, limiting direct alignment with public shareholders; sponsor’s 21.7% stake and stated insider voting support can amplify sponsor control dynamics .
- Mitigants: Audit Committee approval framework for related‑party transactions and Code of Ethics reduce conflict risk; clawback policy strengthens pay‑for‑performance controls for officers post‑combination, though it does not apply to non‑officer directors .
Overall signal: Independent, committee‑active director with investment incubation background; however, absence of meetings and zero ownership during the SPAC phase plus sponsor control warrant monitoring of board effectiveness and alignment until a business combination is consummated .