{"url_path":"/sec/dtsq/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","accession_number":"0001493152-26-029131","cik":"0002017950","ticker":"DTSQ","issuer_name":"DT Cloud Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","primary_entity_key":"0002017950","primary_entity_name":"DT Cloud Star Acquisition Corp"},"word_count":5916,"has_tables":true,"body_markdown":"**Item\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Directors\nand Executive Officers**\n\n \n\nAs\nof the date of this Report, our directors and officers are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nSam Zheng Sun\n \n51\n \nChairperson of the Board of Directors and Chief Executive\nOfficer\n\nKenneth Lam\n \n62\n \nChief Financial Officer and Director\n\nJiayi Liang\n \n39\n \nChief Operating Officer\n\nShaoke Li\n \n42\n \nIndependent Director\n\nLongjiao Li\n \n37\n \nIndependent Director\n\nChi\nZhang\n\nXunyong\nZhou\n\n \n\n41\n\n51\n\n \n\nIndependent\nDirector\n\nDirector\n\n \n\nBelow\nis a summary of the business experience of each our executive officers and directors:\n\n \n\n**Sam\nZheng Sun.** Mr. Sun is our chief executive officer and a director. Mr. Sun was a managing director of the private equity investment\ndepartment of Affinity Equity Partners, a Hong Kong-headquartered firm that focuses on private equity investments across South Korea,\nAustralia and New Zealand, Greater China and Southeast Asia between March 2021 and February 2023. Prior to that, Mr. Sun was a partner\nat Sequoia Capital based in Beijing, where he focused on private equity investments, between October 2018 and April 2020. Mr. Sun obtained\nhis MBA degree from UCLA Anderson School of Management in 2007 and Bachelor’s degree in computer science and economics from University\nof Pittsburgh in 1997.\n\n** **\n\n65\n\n \n\n** **\n\n**Kenneth\nLam.** Mr. Lam is our chief financial officer and director. He has served as the chief financial officer of Golden Star Acquisition\nCorporation since December 2, 2021. He has also served as the Asia CEO and CFO of Powermers Smart Industries since October 2023. Mr.\nLam, a chartered accountant in the United Kingdom and a CPA in Hong Kong, is a seasoned finance executive with cross-functional experiences,\nincluding board directorship, executive management, enterprise risk management, quality system implementation, environmental health &\nsafety supervision, legal and company secretarial support in leading MNCs. He has proven track records in formulating and implementing\nfinancial strategies for Multi-National Corporations in the Chinese market. Mr. Lam served as the China CFO, the Asia Motor Business\nUnit Finance Business Partner and the interim CEO of AXA Assistance based in Beijing and Suzhou between 2016 and 2018. Before joining\nAXA, Kenneth worked for Airbus for 17 years, from 1998 to 2015, in Beijing and Tianjin. He was the Vice President of Finance & Quality\nof Airbus and acted as the CFO of Airbus in China, a board director in JVs and WFOE, and the finance shared services leader of the Group.\nMr. Lam was the lead player in the establishment of an engineering center in Beijing, the A320 Final Assembly Line and a logistics center\nin Tianjin, and a manufacturing center in Harbin. He was also the chief negotiator of two Beijing JVs extension. Between 1995 and 1997,\nMr. Lam was the Senior Financial Accountant and Regional EH&S Supervisor of ARCO Chemical Asia Pacific in Hong Kong. On the public\npractice side, Mr. Lam joined PriceWaterhouseCoopers in Beijing from 1997 to 1998, Ernst & Young in Hong Kong from 1992 to 1994,\nand Helmores in London from 1998 to 1991. During these periods, Mr. Lam gained rich experience in providing clients assurance and IPO\nservices, and advising clients on business issues. Mr. Lam was appointed by the Chief Executive of Hong Kong as a Financial Reporting\nReview Panel Member of the Financial Reporting Council from 2007 to 2013. The duty was to conduct enquiry into non-compliance with financial\nreporting requirements of listed companies. Mr. Lam received a Bachelor of Science degree with Honor in Electrical Engineering Science\nfrom the University of Warwick in October 1984 and a Master of Science degree in Management Science from the Imperial College London\nin October 1987.\n\n \n\n**Jiayi\nLiang.** Ms. Liang is our chief operating officer. Ms. Liang has extensive experience in investment banking, as well as project\nsolicitation, execution and financing. She has served as a partner at Junwei Investment Management Co., Ltd. since October 2017. Ms.\nLiang received a bachelor’s degree in international economics and trade from Renmin University of China in July 2008 and a master’s\ndegree in business administration from the Chinese University of Hong Kong in July 2022.\n\n \n\n**Shaoke\nLi.** Mr. Li is our independent director. Mr. Li has over a decade year of experience in international trade and investment. He\nhas served as the chief executive officer of DT Cloud Acquisition Corporation since November 2023, focusing on the strategic leadership,\ndecision-making and overall management of the entity. From October 2017 to August 2022, Mr. Li served as the secretary to the board of\ndirectors and the head of investor relations of Canaan Inc.(Nasdaq: CAN), a company providing semiconductor solutions. From November\n2016 to July 2017, Mr. Li served as a partner of Zhejiang Yinxinggu Capital, an investment fund. From February 2015 to October 2016,\nMr. Li served as the legal representative and vice general manager of investment at Yifang Investment Co., Ltd., an investment company.\nFrom March 2014 to October 2016, Mr. Li served as the director of the capital markets department at Yifang (Shanghai) Commercial Factoring\nCo., Ltd. Mr. Li received a bachelor’s degree in accountancy from the Concordia University in Canada in 2008.\n\n \n\n**Longjiao\nLi.** Ms. Li is our independent director. She has years of experience in investment and corporate listing incubation. She has served\nas the general manager of Shenzhen Qianhai Hairun Huaxin Investment Co., Ltd. since July 2017. She received a bachelor’s degree\nin bioengineering from the Shaanxi University of Science and Technology in July 2010.\n\n \n\n**Chi\nZhang.** Mr. Zhang is our independent director. Mr. Zhang has over ten years’ experience in finance, venture capital and\nearly-stage companies. He focuses on and has considerable expertise in early-stage deep tech companies, such as Hesai Group, Gago Data\nand IDM Sensors. Mr. Zhang has been an executive partner at Grains Valley Capital, a top-tier VC firm with an outstanding reputation\nin China, since January 2011. From June 2018 to July 2019, Mr. Zhang co-sponsored Thunder Bridge Acquisition Ltd. (Nasdaq: TBRG), which\ntook Repay Holdings Corp. (Nasdaq: RPAY) public in the U.S. market in July 2019. Before his career as a venture capitalist, Mr. Zhang\nworked as an engineer focusing on clean technologies and served as a project manager at Institut für angewandtes Stoffstrommanagement\n(IfaS) in Germany from October 2009 to November 2010. Mr. Zhang received a Master of Engineering in material flow management from the\nUniversity of Applied Sciences Trier in Germany in September 2009 and a Master of Science in international cooperation policy from Ritsumeikan\nAsia Pacific University in Japan in July 2009.\n\n \n\n66\n\n \n\n \n\n**Xunyong\nZhou.** Dr. Zhou is an entrepreneur and researcher\nwith over 6 years of experience in biotechnology and health innovation. Dr. Zhou’s main topic of research is enzyme-based theory\nfor food products, cosmetics, daily chemicals and tea, and he holds over 20 patents as of now. Dr. Zhou is a pioneering figure in biotechnology\nand digital health innovation. He has served as director for Huakang Biomedical Holdings Company Limited (HK: 08622) since November 2025.\nSince January 2023, He has been leading advancements in biological enzyme solutions and cell therapy technologies through Nanjing Hezhen\nHolding Group Co., Ltd., where he serves as chairman and integrates healthcare generative pre-training transformer and enzyme therapy\nexpertise to co-create a collaborative platform offering next-generation health solutions. Dr. Zhou also oversees Changsha Kerong Health\nTechnology Co., Ltd., which has built a multidisciplinary health service team comprising medical, product, and service experts centered\non delivering AI-enhanced health education, health consultation, and health management services. From March 2019 to January 2023, Dr.\nZhou took the role of chairman for Zhenzhen Suqian Biotechnology Co. Ltd.. Dr. Zhou graduated from Tianjin University of the PRC with\na bachelor degree of engineering majoring in business administration in 2002 and Fudan University of the PRC with a master degree of\nlaws in 2011. Dr. Zhou subsequently obtained his doctorate degree in business administration from the Université Nice Sophia Antipolis\nin Nice, France in 2016. He is currently the honorary chairman of the Vaccine and Immune Health Branch of the Liaoning Immunology Society\nand a member of the National Enzyme Engineering and Fermentation Engineering Professional Committee.\n\n \n\n**Number\nand Terms of Office of Officers and Directors**\n\n \n\nAll\nof board of directors hold office until the next annual general meeting. In accordance with the Nasdaq corporate governance requirements,\nwe are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the Nasdaq.\n\n \n\nPrior\nto the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by a majority\nof our directors.\n\n \n\nOur\nofficers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms\nof office.\n\n \n\nOur\nboard of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association\nas it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one\nor more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary,\ntreasurer and such other offices as may be determined by the board of directors.\n\n \n\n**Executive\nOfficer and Director Compensation**\n\n \n\nNo\ncompensation was awarded to, earned by, or paid to our officers or directors for the last completed fiscal year. Commencing on the date\nthat our securities were first listed on Nasdaq through the earlier of the consummation of our initial business combination and our liquidation,\nwe will pay to our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to\nmembers of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed\nfor any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and\nperforming due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses, and there\nwill be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes\npersons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. As of the date of this\nReport, our sponsor, officers and directors, or any of their respective affiliates incurred out-of-pocket expenses of $nil.\n\n \n\nAfter\nthe completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,\nmanagement or other fees from the combined company. All these fees will be fully disclosed to shareholders, to the extent then known,\nin the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.\nIt is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will\nbe responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will\nbe determined by a compensation committee constituted solely of independent directors.\n\n \n\n67\n\n \n\n \n\nWe\ndo not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation\nof our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment\nor consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or\nconsulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting\na target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business\ncombination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any\nagreements with our executive officers and directors that provide for benefits upon termination of employment.\n\n** **\n\n**Director\nIndependence**\n\n \n\nNasdaq\nrequires that a majority of our board must be composed of “independent directors.” Currently, Mr. Shaoke Li, Mr. Chi Zhang\nand Ms. Longjiao Li would each be considered an “independent director” under the Nasdaq Stock Market Listing Rules, which\nis defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having\na relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of\nindependent judgment in carrying out the responsibilities of a director. Our Independent Directors will have regularly scheduled meetings\nat which only independent directors are present.\n\n \n\nWe\nwill only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only\nenter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than\ncould be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority\nof disinterested independent directors.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nboard of directors has three standing committees: an audit committee, a corporate governance and nominating committee and a compensation\ncommittee. Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that\nthe audit committee of a listed company be comprised solely of independent directors.\n\n \n\nSubject\nto phase-in rules and a limited exception, the rules of the Nasdaq require that the compensation committee and the nominating committee\nof a listed company be comprised solely of independent directors.\n\n \n\n**Audit\nCommittee**\n\n \n\nWe\nhave established an audit committee of the board of directors. Mr. Shaoke Li, Mr. Chi Zhang and Ms. Longjiao Li serve as members of our\naudit committee. Our board of directors has determined that each of Mr. Shaoke Li, Mr. Chi Zhang and Ms. Longjiao Li are independent\nunder the Nasdaq listing standards and applicable SEC rules. Mr. Shaoke Li serves as the Chairperson of the audit committee. Under the\nNasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit\ncommittee is financially literate and our board of directors has determined that Mr. Shaoke Li qualifies as an “audit committee\nfinancial expert” as defined in applicable SEC rules.\n\n \n\nThe\naudit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:\n\n \n\n \n●\nreviewing and discussing\nwith management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited\nfinancial statements should be included in our Form 10-K;\n\n \n \n \n\n \n●\ndiscussing with management\nand the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial\nstatements;\n\n \n \n \n\n \n●\ndiscussing with management\nmajor risk assessment and risk management policies;\n\n \n\n68\n\n \n\n \n\n \n●\nmonitoring\nthe independence of the independent auditor;\n\n \n \n \n\n \n●\nverifying the rotation\nof the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing\nthe audit as required by law;\n\n \n \n \n\n \n●\ninquiring and discussing\nwith management our compliance with applicable laws and regulations;\n\n \n \n \n\n \n●\npre-approving all audit\nservices and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services\nto be performed;\n\n \n \n \n\n \n●\nappointing or replacing\nthe independent auditor;\n\n \n \n \n\n \n●\ndetermining the compensation\nand oversight of the work of the independent auditor (including resolution of disagreements between management and the independent\nauditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and\n\n \n \n \n\n \n●\nestablishing procedures\nfor the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports\nwhich raise material issues regarding our financial statements or accounting policies.\n\n** **\n\n**Corporate\nGovernance and Nominating Committee**\n\n \n\nWe\nhave established a corporate governance and nominating committee of our board of directors. The members of our nominating committee are\nMr. Shaoke Li, Mr. Chi Zhang and Ms. Longjiao Li. Mr. Chi Zhang serves as chairperson of the nominating committee. Under the Nasdaq listing\nstandards, we are required to have a corporate governance and nominating committee composed entirely of independent directors. Our board\nof directors has determined that each of Mr. Shaoke Li, Mr. Chi Zhang and Ms. Longjiao Li are independent.\n\n \n\nThe\ncorporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our\nboard of directors. The corporate governance and nominating committee considers persons identified by its members, management, shareholders,\ninvestment bankers and others.\n\n \n\n**Guidelines\nfor Selecting Director Nominees**\n\n \n\nThe\nguidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide\nthat persons to be nominated:\n\n \n\n \n●\nshould have demonstrated\nnotable or significant achievements in business, education or public service;\n\n \n \n \n\n \n●\nshould possess the requisite\nintelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills,\ndiverse perspectives and backgrounds to its deliberations; and\n\n \n \n \n\n \n●\nshould have the highest\nethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.\n\n \n\nThe\ncorporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience,\nbackground and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The corporate\ngovernance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific\nboard needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and\ndiverse mix of board members. The board of directors will also consider director candidates recommended for nomination by our shareholders\nduring such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable,\na special meeting of shareholders). Our shareholders that wish to nominate a director for election to the board of directors should follow\nthe procedures set forth in our memorandum and articles of association. The corporate governance and nominating committee does not distinguish\namong nominees recommended by shareholders and other persons.\n\n \n\n69\n\n \n\n \n\n**Compensation\nCommittee**\n\n \n\nWe\nhave established a compensation committee of our board of directors. The members of our compensation committee are Mr. Shaoke Li, Mr.\nChi Zhang and Ms. Longjiao Li. Ms. Longjiao Li serves as chairperson of the compensation committee.\n\n \n\nUnder\nthe Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board\nof directors has determined that each of Mr. Shaoke Li, Mr. Chi Zhang and Ms. Longjiao Li. are independent. The compensation committee’s\nduties, which are specified in our Compensation Committee Charter, include, but are not limited to:\n\n \n\n \n●\nreviewing and approving\non an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our\nChief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration\n(if any) of our Chief Executive Officer based on such evaluation;\n\n \n \n \n\n \n●\nreviewing and approving\nthe compensation of all of our other executive officers;\n\n \n \n \n\n \n●\nreviewing our executive\ncompensation policies and plans;\n\n \n \n \n\n \n●\nimplementing and administering\nour incentive compensation equity-based remuneration plans;\n\n \n \n \n\n \n●\nreviewing and approving\nthe compensation disclosure and analysis prepared by Company management to be included in our proxy statement and annual report disclosure\nrequirements;\n\n \n \n \n\n \n●\napproving all special perquisites,\nspecial cash payments and other special compensation and benefit arrangements for our executive officers and employees; and\n\n \n \n \n\n \n●\nreviewing, evaluating and\nrecommending changes, if appropriate, to the remuneration for directors.\n\n \n\nNotwithstanding\nthe foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to\nany of our existing shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render\nin order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial\nbusiness combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements\nto be entered into in connection with such initial business combination.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics applicable to our directors, officers and employees. You may review the document by accessing our public\nfilings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request\nfrom us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.\n\n \n\n**Conflicts\nof Interest**\n\n \n\nPotential\ninvestors should be aware of the following potential conflicts of interest:\n\n \n\n \n●\nNone of our officers and\ndirectors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating\ntheir time among various business activities.\n\n \n \n \n\n \n●\nIn the course of their\nother business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate\nfor presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary\nduties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity\nshould be presented.\n\n \n\n70\n\n \n\n \n\n \n●\nOur officers\nand directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities\nsimilar to those intended to be conducted by our company.\n\n \n \n \n\n \n●\nOur officers and directors\nundertake to vote all ordinary shares beneficially owned by him, her or it, whether acquired before, in or after our initial public\noffering, in favor of our initial business combination. Additionally, our officers and directors will not receive distributions from\nthe trust account with respect to any of their initial shares if we do not complete a business combination. Furthermore, our initial\nshareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial\nbusiness combination. In addition, our officers and directors may loan funds to us after our initial public offering and may be owed\nreimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete\nan initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers\nmay influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner\nand securing the release of their shares.\n\n \n\nUnder\nCayman Islands law, directors owe the following fiduciary duties:\n\n \n\n \n●\nduty to act in good faith\nin what the director believes to be in the best interests of the company as a whole;\n\n \n \n \n\n \n●\nduty to exercise powers\nfor the purposes for which those powers were conferred and not for a collateral purpose;\n\n \n \n \n\n \n●\ndirectors should not improperly\nfetter the exercise of future discretion;\n\n \n \n \n\n \n●\nduty not to put themselves\nin a position in which there is a conflict between their duty to the company and their personal interests; and\n\n \n \n \n\n \n●\nduty to exercise independent\njudgment.\n\n \n\nIn\naddition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement\nto act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person\ncarrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience\nof that director.\n\n \n\nAs\nset out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,\nor to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be\nforgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by\nway of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.\n\n \n\nAccordingly,\nas a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business\nopportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates\na particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts\nwill be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses\nof which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to\nwhich they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it\nis possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing\nfiduciary obligations and any successors to such entities have declined to accept such opportunities.\n\n \n\n71\n\n \n\n \n\nIn\norder to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors\nhas contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such\ntime as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,\nany suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual\nobligations he might have.\n\n \n\nThe\nfollowing table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:\n\n \n\n**Name\nof Individual**\n \n**Name\nof Affiliated Company**\n \n**Affiliation**\n\nSam\nZheng Sun\n \nSin\nLian Seng Construction\n \nCEO，Director,\nChairman\n\n \n \n \n \n \n\nKenneth\nLam\n \nGolden\nStar Acquisition Corporation\n \nChief\nFinancial Officer\n\n \n \n \n \n \n\nJiayi\nLiang\n \nJunwei\nInvestment Management Co., Ltd.\n \nPartner\n\n \n \n \n \n \n\nLongjiao\nLi\n \nShenzhen\nQianhai Hairun Huaxin Investment Co., Ltd.\n \nGeneral\nManager\n\n \n \n \n \n \n\nChi\nZhang\n \n\nGrains\nValley Capital\n\nGolden\nStar Acquisition Corporation\n\n \n\nPartner\n\nIndependent\nDirector\n\n \n \n \n \n \n\nXunyong\nZhou\n \n\nOCEAN\nCAPITAL ACQUISITION CORPORATION\n\n \n\nSenior\nAdvisor\n\n \n \n \n \n \n\n \n \nNanjing\nZhencui Holding Group Co., Ltd\n \n99%\nShareholder\n\n \n\nOn\nSeptember 16, 2023, Golden Star Acquisition Corporation (“Golden Star”) entered into a definitive business combination agreement\n(the “Merger Agreement”) for a business combination with (i) Gamehaus Inc., an exempted company incorporated with limited\nliability in the Cayman Islands, (ii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands\nand a wholly-owned subsidiary of Gamehaus (“Gamehaus Holdings”), (iii) Gamehaus 1 Inc., an exempted company incorporated\nwith limited liability in the Cayman Islands and a wholly-owned subsidiary of Gamehaus Holdings; (iv) Gamehaus 2 Inc., an exempted company\nincorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Gamehaus Holdings; and (v) G-Star Management\nCorporation, a British Virgin Islands company. The Merger Agreement and related agreements are further described in Golden Star’s\ncurrent report on Form 8-K filed with the SEC on September 16, 2023. The transaction contemplated in the Merger Agreement was completed\non January 24, 2025.\n\n \n\nOn\nOctober 22, 2024, DT Cloud Acquisition Corporation (“DT Cloud”) entered into a definitive business combination agreement\nwith Maius Pharmaceutical Co., Ltd. (“Maius”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”),\nChelsea Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub 1”),\nChelsea Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub 2”),\nand XXW Investment Limited, a BVI business company, as the Company Shareholders’ Representative (the “Target Shareholders’\nRepresentative”) (such agreement, the “Business Combination Agreement”). The business combination involves multiple\nsteps and will result in the cancellation and conversion of various shares into Pubco’s Ordinary Shares. After the closing of the\ntransactions contemplated by the Business Combination Agreement, DT Cloud will become a wholly owned subsidiary of Pubco. The closing\nof the business combination is subject to various conditions, such as shareholder approvals and regulatory clearances (including the\nnecessary approval from the China Securities Regulatory Commission). The Business Combination Agreement and related agreements are further\ndescribed in DT Cloud’s current report on Form 8-K filed with the SEC on October 22, 2024. On January 24, 2025, the transactions\ncontemplated in the Merger Agreement have not been closed. Maius and Pubco filed a registration statement on Form F-4 with the SEC on\nFebruary 28, 2025. As of the date of this Report, the transactions contemplated in the Business Combination Agreement have not been closed.\n\n \n\n72\n\n \n\n \n\nIn\nconnection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors,\nhave agreed to vote their respective initial shares and private shares in favor of any proposed business combination. In addition, they\nhave agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired\nby them prior to our initial public offering. If they purchase ordinary shares in our initial public offering or in the open market,\nhowever, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert\nsuch shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an\namendment to our post-offering amended and restated memorandum and articles of association relating to pre-business combination activity.\n\n \n\nAll\nongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed\nby us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval\nby our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not\nhave an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We\nwill not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors\ndetermine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such\na transaction from unaffiliated third parties.\n\n \n\nWe\nare not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors\nor making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers. In the event\nwe seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors,\nwe, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent\nentity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point\nof view. We are not required to obtain such an opinion in any other context.\n\n \n\nFurthermore,\nin no event will our initial shareholders or any of our existing officers or directors, or their respective affiliates be paid by us\nany finder’s fee, consulting fee, or other compensation prior to, or for any services they render, in order to effectuate the completion\nof our initial business combination. Further, commencing on the date our securities are first listed on the Nasdaq, we will also reimburse\nan affiliate of our sponsor for secretarial and administrative support services provided to us in the amount of $10,000 per month.\n\n \n\nWe\ncannot assure you that any of the above-mentioned conflicts will be resolved in our favor.\n\n \n\nIf\nwe seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution\nunder Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting\nof the company. In such case, our initial shareholders, officers and directors have agreed to vote their founder shares and public shares,\nif any, in favor of our initial business combination.\n\n \n\n**Limitation\non Liability and Indemnification of Officers and Directors**\n\n** **\n\nOur\namended memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify its directors\nand officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably\nincurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly\nand in good faith with a view to what the person believes is in the best interests of the company and, in the case of criminal proceedings,\nthe person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person\nacted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable\ncause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles\nof association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction\nor the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith\nand with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.\n\n \n\n73\n\n \n\n \n\nWe\nhave entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification\nprovided for in our memorandum and articles of association. Our memorandum and articles of association also permits us to purchase and\nmaintain insurance on behalf of any officer or director who at the request of the company is or was serving as a director or officer\nof, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against\nany liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had\nthe power to indemnify the person against the liability as provided in the memorandum and articles of association. We will purchase a\npolicy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,\nsettlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.\n\n \n\nThese\nprovisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions\nalso may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,\nif successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected\nto the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.\n\n \n\nWe\nbelieve that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced\nofficers and directors.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us\npursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy\nas expressed in the Securities Act and is theretofore unenforceable."}