China Automotive Systems (CAAS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2025, with both in-person and virtual participation options for shareholders.

• Record date for voting is May 6, 2025, with 30,170,702 shares outstanding and entitled to vote.

• Key proposals include director elections, executive compensation, stock option plan extension, and auditor ratification.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Advisory (non-binding) vote on the frequency of Say-on-Pay votes, with board recommending every two years.

• Amendment to extend the 2004 Stock Option Plan for another ten years, through June 27, 2035.

• Ratification of PricewaterhouseCoopers Zhong Tian LLP as independent auditors for fiscal year ending December 31, 2025.

Board of directors and corporate governance

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

• One new nominee, Tao Liu, joins four current directors for election; one director, Tong Kooi Teo, will not stand for reelection.

• Board committees (audit, compensation, nominating) are fully independent and met five times each in 2024.

• Board leadership structure separates chairman and CEO roles; no lead independent director due to board size and independence.