Phoenix Motor (PEVM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 23, 2025, with five director nominees up for election and several key proposals on the agenda.

• Proposals include electing directors, ratifying the auditor, authorizing a reverse stock split and charter amendment, and ratifying a bylaw amendment to reduce quorum requirements.

• The Board recommends voting in favor of all proposals, and major shareholders representing 47.3% of shares are expected to support them.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Summit Group CPAs as auditor, authorizing a reverse stock split (up to 1-for-10), and ratifying a bylaw amendment to reduce quorum to one-third.

• The reverse stock split aims to meet Nasdaq listing requirements after delisting due to low share price.

• The bylaw amendment is intended to facilitate timely meetings and reduce adjournment risk.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of five members, with three deemed independent under Nasdaq rules.

• Board diversity includes two female and three male directors, with backgrounds in finance, engineering, and the solar/EV industries.

• The Chairman also serves as CEO; no lead independent director is appointed, but independent directors meet in executive session.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.