CBAK Energy Technology (CBAT) Proxy Filing summary

Executive summary

• Proposal to redomicile from Nevada to the Cayman Islands via a merger, with each outstanding share exchanged for one ordinary share in the new Cayman entity; business operations, management, and assets remain unchanged and primarily in China.

• Redomicile aims to reduce long-term operational, legal, and accounting costs by qualifying as a foreign private issuer, aligning with international strategy and peer structures.

• The merger is subject to shareholder approval, regulatory filings, and NASDAQ listing of the new entity’s shares; no material change to day-to-day operations is expected.

• The board unanimously recommends voting in favor of the merger; if approved, the transaction is expected to close in early 2026.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement and, if necessary, adjournment of the meeting to solicit additional proxies.

• Approval of the merger requires a majority of outstanding shares; adjournment proposal requires a majority of votes cast.

• No dissenters’ rights are available under Nevada law for this transaction.

Board of directors and corporate governance

• The post-merger board and executive team will remain substantially the same as pre-merger.

• The board currently consists of five members, with all committees (audit, compensation, nominating/governance) composed entirely of independent directors.

• The board operates without a designated chair, promoting equal participation and annual review of governance structure.

• As a foreign private issuer, the new entity may follow Cayman Islands governance practices, potentially differing from NASDAQ requirements, though initially no exemptions are planned.