Cheetah Net (CTNT) Proxy Filing summary

Executive summary

• Special meeting scheduled for January 30, 2026, to consider key proposals including stock issuances, amendments to articles of incorporation, reincorporation, executive compensation, and adjournment authority.

• Board recommends voting in favor of all proposals, emphasizing flexibility for future capital raising and corporate governance enhancements.

• Voting rights are structured with Class A shares having one vote and Class B shares having fifteen votes per share, with certain proposals requiring separate class votes.

Voting matters and shareholder proposals

• Proposals include: (1) non-public offering of Class A stock, (2) increase in authorized Class A shares to 2 billion, (3) increase in authorized Class B shares to 200 million, (4) reincorporation from North Carolina to Delaware, (5) grant of 477,888 RSUs to CEO Huan Liu, (6) adjournment authority, and (7) other business.

• Board recommends voting "FOR" all proposals; most require a majority of votes cast, with some requiring separate class approval.

• Non-public offering proposal seeks pre-approval for potential capital raises exceeding 19.9% of outstanding shares at below minimum price, in line with Nasdaq rules.

• Increases in authorized shares aim to support future financing and strategic flexibility.

• Reincorporation proposal aims to leverage Delaware's corporate law advantages.

Board of directors and corporate governance

• Reincorporation will transition governance from North Carolina to Delaware law, with new certificate of incorporation and bylaws.

• Board size and structure will be determined by Delaware bylaws, allowing 1–9 directors.

• Directors may be removed with or without cause by majority vote; vacancies filled by board majority.

• Delaware law provides for more flexible governance, including classified boards and cumulative voting if adopted.