China Automotive Systems (CAAS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 10, 2025, to vote on a Redomicile Merger moving incorporation from Delaware to the Cayman Islands, with all shareholders of record as of July 30, 2025, eligible to vote.

• The Redomicile Merger aims to reduce operational, administrative, legal, and accounting costs by qualifying as a foreign private issuer, aligning with the company’s international strategy, and maintaining current management and business operations.

• Each share of common stock will convert into one ordinary share of the new Cayman entity, which will be listed on Nasdaq under the same symbol.

• The board unanimously recommends voting in favor of the merger and adjournment proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve and adopt the Merger Agreement and Plan of Merger for the Redomicile Merger.

• Proposal 2: Approve adjournment of the Special Meeting if more time is needed to solicit proxies.

• Only common stockholders as of the record date are entitled to vote; each share equals one vote.

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

Board of directors and corporate governance

• The post-merger board will consist of five directors, including Hanlin Chen (Chairman), with the same executive team as before.

• Board committees (audit, compensation, nominating) will be established, each chaired by independent directors.

• As a foreign private issuer, the company may follow Cayman Islands governance practices, which differ from Nasdaq’s U.S. standards.