Shaoke Li
About Shaoke Li
Shaoke Li (age 41) is an independent director of DT Cloud Star Acquisition Corporation (DTSQ). He brings over a decade of experience in international trade and investment, currently serving as CEO of DT Cloud Acquisition Corporation (since Nov 2023). Previously, he was Board Secretary and Head of Investor Relations at Canaan Inc. (Nasdaq: CAN). He holds a Bachelor’s degree in Accountancy from Concordia University (2008). He serves on DTSQ’s Audit, Compensation, and Nominating committees and is affirmed independent under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DT Cloud Acquisition Corporation | Chief Executive Officer | Nov 2023 – Present | Strategic leadership and management focus (potentially overlapping SPAC mandates) |
| Canaan Inc. (Nasdaq: CAN) | Board Secretary; Head of Investor Relations | Oct 2017 – Aug 2022 | Governance liaison and investor communications for a public semiconductor solutions company |
| Zhejiang Yinxinggu Capital | Partner | Nov 2016 – Jul 2017 | Investment fund role |
| Yifang Investment Co., Ltd. | Legal Representative; Vice GM of Investment | Feb 2015 – Oct 2016 | Buy-side investment leadership |
| Yifang (Shanghai) Commercial Factoring Co., Ltd. | Director, Capital Markets Department | Mar 2014 – Oct 2016 | Capital markets execution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| DT Cloud Acquisition Corporation | Chief Executive Officer | Current | Another acquisition vehicle; may create overlap in business combination sourcing |
| Canaan Inc. | Board Secretary; Head of IR | Former | Not a directorship; public company network ties |
Board Governance
- Board structure: One class of five directors with one-year terms; Li is a nominee standing for election/re-election.
- Independence: Board determined Li is independent; majority independent directors (Li, Longjiao Li, Chi Zhang).
- Board and committee activity: The Board held no meetings in FY2024 (actions via written resolutions); Audit, Compensation, and Nominating Committees held no meetings in FY2024.
| Committee | Li’s Role | Chair | Notable Designation | FY2024 Meetings |
|---|---|---|---|---|
| Audit | Member | Not disclosed | Chi Zhang designated Audit Committee Financial Expert | 0 |
| Compensation | Member | Chi Zhang | — | 0 |
| Nominating | Member | Chi Zhang | — | 0 |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (director) | None pre-business combination | Company policy: No compensation/fees paid to founders, management team or affiliates prior to consummation of initial business combination |
| Committee membership fees | None pre-business combination | Same policy applies |
| Committee chair fees | None pre-business combination | Same policy applies |
| Meeting fees | None pre-business combination | Same policy applies |
| Out-of-pocket reimbursement | Allowed; no cap | Reimbursement for activities on company’s behalf (e.g., diligence travel) |
| Employment agreements | None (except indemnification agreements) | Company has indemnification agreements with directors; no written employment agreements |
Performance Compensation
| Component | Terms | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed pre-business combination | No director equity grants disclosed prior to business combination |
| Option awards | None disclosed pre-business combination | — |
| Performance metrics tied to pay | Not applicable | No at-risk director pay pre-business combination |
| Clawback provisions | Not disclosed | Code of Ethics in place; award-specific clawbacks not disclosed |
| Change-of-control provisions | Not disclosed | — |
| Severance provisions | Not disclosed | — |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Potential Interlock/Conflict Note |
|---|---|---|---|
| DT Cloud Acquisition Corporation | CEO | Acquisition company | Overlapping mandate with DTSQ may create opportunity allocation conflicts across SPACs |
| Canaan Inc. | Board Secretary; Head of IR (former) | Public (Nasdaq: CAN) | Network ties but not a directorship; no interlock disclosed |
Expertise & Qualifications
- International trade and investment; capital markets; investor relations; SPAC leadership.
- Education: Bachelor’s degree in Accountancy, Concordia University (2008).
- Age: 41.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Shaoke Li | 0 | — | Footnote indicates Li does not beneficially own DT Cloud Star ordinary shares |
| Sponsor (DT Cloud Star Management Ltd.) | 1,931,900 | 21.7% | Sponsor stake reflects founder shares and private placement units |
- Section 16(a) compliance: Company states required Forms 3/4 were timely filed post-IPO.
- Ownership guidelines and pledging: Not disclosed. —
Governance Assessment
- Independence and committee breadth: Li is independent and serves on all three key committees (Audit, Compensation, Nominating), which supports board oversight breadth.
- Engagement/attendance signal: Board and committees held no meetings in FY2024 (actions via written resolutions). While typical for SPACs, lack of formal meetings can weaken oversight optics for institutional investors.
- Alignment: Li has no disclosed share ownership in DTSQ; absent equity or cash retainer pre-combination, skin-in-the-game is limited until a business combination.
- Potential conflicts (RED FLAG): Li’s concurrent CEO role at DT Cloud Acquisition Corporation can create opportunity allocation conflicts across acquisition vehicles. DTSQ’s policy requires honoring external fiduciary duties and mandates fairness opinions for affiliate deals, but overlap still raises governance risk perception.
- Sponsor influence: Sponsor holds ~21.7% of outstanding shares and supports extensions to the business combination timeline, which may shift control dynamics and investor bargaining power.
- Compensation structure: No director pay pre-combination; reimbursement-only policy is standard for SPACs but provides limited pay-for-performance alignment signals until post-merger.
Overall, Li’s profile adds capital markets and SPAC-operating expertise, but overlapping SPAC responsibilities and lack of observable board meeting cadence in FY2024 represent governance optics risks; zero disclosed ownership further tempers alignment until a transaction closes.