Not independent
Tenure on this board
New nominee
6 nominees · 2 ballot items.
Approve adoption of the agreement and plan of merger to effect a Cayman Islands redomicile (each common share exchanged for one CBAT Cayman ordinary share); and approve adjournment(s) of the Special Meeting to solicit additional proxies if necessary.
Approve and adopt the Agreement and Plan of Merger between CBAK Energy Technology, Inc. and CBAK Energy Technology Limited to effect a redomicile merger in which each outstanding common share will be cancelled and exchanged for one ordinary share of CBAT Cayman, making CBAT Cayman the surviving company.
This management proposal seeks shareholder approval to adopt the Merger Agreement that will effect a legal redomicile of CBAK Energy Technology, Inc. from Nevada to the Cayman Islands by merging the Nevada company into its wholly owned Cayman subsidiary, CBAT Cayman. The proposal asks shareholders to cancel each share of the Company’s common stock and exchange it for one ordinary share of CBAT Cayman and to approve CBAT Cayman’s amended and restated memorandum and articles of association that will govern the successor entity. Management argues the redomicile will reduce long-term operational, administrative, legal and accounting burdens by enabling CBAT Cayman to qualify as a foreign private issuer under SEC rules and thereby be exempt from certain Exchange Act reporting and some NASDAQ governance requirements; it also highlights alignment with international peers headquartered in offshore jurisdictions. The proxy materials disclose several material risks and tradeoffs: shareholders may receive less frequent SEC disclosure and less U.S. governance protection as a foreign private issuer; differences between Cayman and Nevada law may limit certain shareholder rights; and PRC operational and regulatory risks (including HFCAA implications, PCAOB inspection uncertainty, and PRC filing/regulatory regimes) will remain unchanged. The board has unanimously recommended voting for the Merger Agreement, citing anticipated cost savings and strategic alignment; but it reserves the right to abandon or postpone the transaction and discloses that the anticipated benefits may not be realized and that certain conditions (SEC effectiveness of registration statement, NASDAQ listing of CBAT Cayman ordinary shares, and required regulatory consents) must be satisfied before the Merger can close.
Authorize the holders of proxies solicited by the Board to vote to adjourn the Special Meeting one or more times, if necessary, to solicit additional proxies in the event there are insufficient votes to approve Proposal 1.
This management proposal asks shareholders to authorize proxies solicited by the Board to adjourn the Special Meeting, if necessary, to permit additional proxy solicitation in the event there are insufficient votes to approve Proposal 1 (the Merger Agreement). The practical effect is to permit the Board to seek more time and outreach to obtain shareholder approval rather than immediately concluding the meeting if the Merger lacks sufficient support. The Board recommends voting for the adjournment authorization, noting that it could be used even if a sufficient number of proxies initially indicated opposition, and that adjournment may help achieve a favorable outcome without re-solicitation through more formal means. The voting threshold is a majority of votes cast on the matter, and abstentions and broker non-votes will not affect the outcome. The proposal is routine in transaction solicitations and is recommended by management to preserve flexibility to secure approval for the Merger.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.89% | 786,807 | $651K |
| 2 | Empowered Funds, LLC | 0.57% | 501,807 | $415K |
| 3 | Squarepoint Ops LLC | 0.14% | 120,741 | $100K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.06% | 53,154 | $44K |
| 5 | NewEdge Advisors, LLC | 0.06% | 52,521 | $53K |
| 6 | JAMES INVESTMENT RESEARCH, INC. | 0.06% | 52,521 | $43K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.04% | 38,000 | $31K |
| 8 | JANE STREET GROUP, LLC | 0.04% | 34,237 | $28K |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.03% | 27,177 | $22K |
| 10 | UBS Group AG | 0.03% | 24,066 | $20K |
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