Cheetah Net (CTNT) Proxy filing summary

Executive summary

• Takeover Time seeks one integrated written-consent action to set the Board at five, remove the five incumbents and elect five nominees; all three proposals are mutually conditioned.

• Takeover Time cites 2026 equity issuances and reverse splits, ineffective controls, concentrated financial leadership and the Shanghai Kesheng receivable as reasons for enhanced Board scrutiny.

Voting matters and shareholder proposals

• Proposal 1 sets the number of directorships at five immediately before removal and election; Proposal 2 removes the five named incumbents and covered additional directors; Proposal 3 elects all five nominees.

• Record date is October 19, 2026; the 60-day consent period began when the first signed consent was delivered that day. Consents may be revoked before the action becomes effective, subject to applicable law.

• Takeover Time calculates a 676,229-vote threshold for Proposals 1 and 2 using an adjusted base of 1,352,457 votes, excluding the challenged October 7 Class B issuance; the calculation is subject to record-date confirmation and court determination.

• Stockholders are urged to use the Takeover Time consent card, not the separate annual-meeting proxy card, and to consent to all three proposals and all five nominees.

Board of directors and corporate governance

• Nominees are Natasha Yuryevna Ovsepyan, Jourdan Pierce Matthews, Walter Franklin Harris, Carol Grimes and Yan Qin; Grimes is Matthews's mother.

• The incumbent Board reported zero full-Board meetings in FY2025; Takeover Time questions how risk oversight was conducted and documented during that period.

• If elected, nominees would owe fiduciary duties and are not committed to predetermined actions; Takeover Time expects to recommend prompt reviews of management structure, financial reporting, controls, capital strategy, liquidity and Nasdaq compliance.

• Takeover Time expects the new Board to evaluate a rights plan and possible limits on written-consent rights, subject to fiduciary duties, applicable law and any required stockholder approval; no nominee is committed to either measure.