Phoenix Motor (PEVM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 18, 2025, with materials distributed starting March 11, 2025.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, executive compensation, an equity plan amendment, and a reverse stock split.

• Only shareholders of record as of March 3, 2025, are eligible to vote; 45,979,404 shares are outstanding.

• Voting can be done in person, by proxy card, Internet, or email, with revised proxy cards required for this meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Yu Certified Public Accountant PC, advisory approval of executive compensation, amending the 2021 equity plan to 20% of outstanding shares, and authorizing a reverse stock split (1-for-1.5 to 1-for-5) to maintain Nasdaq listing.

• The Board recommends voting FOR all proposals.

• EdisonFuture, Inc. and Palo Alto Clean Tech Holding Limited, holding 38.1% of shares, are expected to vote FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by November 11, 2025.

Board of directors and corporate governance

• Five nominees: Xiaofeng Denton Peng (CEO/Chair), HoongKhoeng Cheong, Julia Yu, Yongmei (May) Huang, and James Young.

• Three of five directors are independent; the Board has Audit, Compensation, and Nominating & Corporate Governance Committees.

• The Board held 12 meetings in 2024, with all directors attending at least 75% of meetings.

• Board diversity includes two women and three men, with a mix of backgrounds and expertise.