Microvast Holdings Inc.

09/10/2025 | Press release | Distributed by Public on 09/10/2025 15:29

Proxy Statement (Form DEF 14A)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________

SCHEDULE 14A
_____________
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☑
Filed by a Party Other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
MICROVAST HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☑ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11






MICROVAST HOLDINGS, INC.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

To Be Held: Thursday, October 23, 2025

To the Stockholders of Microvast Holdings, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") of Microvast Holdings, Inc., a Delaware corporation (the "Company," "Microvast," "we" or "our"), will be held virtually on October 23, 2025, at 9:00 a.m. Central Time for the following purposes, as more fully described in the accompanying proxy statement (the "Proxy Statement"):

1)

To elect one Class I director nominee to the Board of Directors to serve for a term of three years;
2)

To ratify the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and
3)

To transact such other business that may properly come before the 2025 Annual Meeting and any continuation, postponement or adjournment thereof.

The 2025 Annual Meeting will be held virtually over the Internet at: www.virtualshareholdermeeting.com/MVST2025. You will not be able to attend the 2025 Annual Meeting in person.

We are pleased to utilize the United States Securities and Exchange Commission's "notice and access" rules. Accordingly, we are providing stockholders access to our proxy materials over the Internet at: www.proxyvote.com.

On or about September 10, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders of record as of August 26, 2025 (the "Record Date"). Only holders of record of our common stock as of the close of business on the Record Date are entitled to receive notice of, attend and vote at the 2025 Annual Meeting and any continuation, postponement or adjournment thereof.

Your vote is important. Whether or not you plan to attend the 2025 Annual Meeting, we encourage you to read the Proxy Statement and submit your vote as soon as possible.

Sincerely,


Yang Wu
Chairman and Chief Executive Officer

September 10, 2025


YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE 2025 ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION.

Important Notice Regarding the Availability of Proxy Materials
for the 2025 Annual Meeting of Stockholders of Microvast Holdings, Inc.
to be Held on Thursday, October 23, 2025 at 9:00 a.m. Central Time:
As permitted by rules adopted by the Securities and Exchange Commission, rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of Internet availability of proxy materials containing instructions on how to access these proxy materials and submit proxy votes online.
The Notice, Proxy Statement and Annual Report are available at:
www.virtualshareholdermeeting.com/MVST2025.




TABLE OF CONTENTS

GENERAL INFORMATION
1
PROPOSALS
7
PRINCIPAL ACCOUNTANT FEES AND SERVICES
9
OUR BOARD OF DIRECTORS
10
OUR EXECUTIVE OFFICERS
15
CORPORATE GOVERNANCE
16
EXECUTIVE COMPENSATION
19
DIRECTOR COMPENSATION
25
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
29
AUDIT COMMITTEE REPORT
31
OTHER MATTERS
32
REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE ANNUAL 2025 MEETING
33











Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 23, 2025

GENERAL INFORMATION

This proxy statement ("Proxy Statement") is being furnished in connection with the solicitation of proxies by the board of directors (the "Board") of Microvast Holdings, Inc. (the "Company," "Microvast," "we," "our," "us" and similar terms) on the Company's behalf for use at the 2025 Annual Meeting of Stockholders to be held virtually on Thursday, October 23, 2025 at 9:00 a.m. Central Time, and any continuation, postponement or adjournment thereof (the "2025 Annual Meeting"). We encourage you to access the meeting prior to the start time.

Pursuant to the provisions of our Amended and Restated Bylaws (the "Bylaws") and by action of the Board, the close of business on August 26, 2025 was established as the record date (the "Record Date") for determining the stockholders entitled to receive notice of, attend and vote at the 2025 Annual Meeting.

As permitted by the rules adopted by the United States Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials primarily via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record as of the Record Date who are entitled to vote at the 2025 Annual Meeting. Instructions on how to access and review these proxy materials electronically, request hard copies of these materials and submit proxy votes online are stated in the Notice.

We will begin mailing the Notice to stockholders of record on or about September 10, 2025. We first made this Proxy Statement available to our stockholders at www.proxyvote.com on or about September 10, 2025, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 31, 2025 (the "Annual Report"). We encourage you to read the Annual Report. It includes our audited financial statements and provides information about our business.

Frequently Asked Questions

The questions and answers below highlight only selected information from this Proxy Statement and only briefly address some commonly asked questions about the proposals to be presented at the 2025 Annual Meeting. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire Proxy Statement, the Annual Report and our other filings with the SEC.

What stock exchange do the Company's securities trade on?

The Company's common stock and warrants currently trade on the Nasdaq Capital Market ("Nasdaq") under the ticker symbols "MVST" and "MVSTW," respectively.

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What is the Company's fiscal year?

The Company's fiscal year ends on December 31 of each calendar year. In this Proxy Statement, we refer to the fiscal years ended December 31, 2024 and December 31, 2025 as "Fiscal 2024" and "Fiscal 2025", respectively. Unless otherwise stated, all financial information presented in this Proxy Statement is based on the Company's fiscal calendar.

In addition, we refer to the annual meeting of stockholders held or to be held during each of the calendar years ended December 31, 2025, December 31, 2026, December 31, 2027 and December 31, 2028 as the "2025 Annual Meeting", the "2026 Annual Meeting", the "2027 Annual Meeting" and the "2028 Annual Meeting," respectively.

We refer to our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 31, 2025, as the "Annual Report".

What items will be voted on at the 2025 Annual Meeting?

Stockholders may vote on the following proposals at the 2025 Annual Meeting:

1) the election of one Class I director nominee to the Board to serve for a term of three years; and

2) the ratification of the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP ("Deloitte") as the Company's independent registered public accounting firm for Fiscal 2025.

The Company is not aware of any other business to be presented for a vote of the stockholders at the 2025 Annual Meeting. If any other matters are properly presented, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment. The chairman of the 2025 Annual Meeting may refuse to allow presentation of a proposal or nominee for election to the Board if the proposal or nominee was not properly submitted.

What are the Board's voting recommendations?

The Board recommends that you vote your shares:

1) "FOR" the election of the Class I director nominee to the Board to serve for a term of three years; and

2) "FOR" the ratification of the appointment of Deloitte as the Company's independent registered public accounting firm for Fiscal 2025.

Who may vote at the 2025 Annual Meeting?

Holders of our common stock on the Record Date are entitled to one vote for each share of the Company's common stock held on the Record Date. As of the Record Date, there were 325,354,111 shares of the Company's common stock issued and outstanding and approximately 90 stockholders of record.

Who is the Company's transfer agent?

The Company's transfer agent is Continental Stock Transfer & Trust Company ("Continental").

What is the quorum requirement for the 2025 Annual Meeting?

The holders of a majority in voting power of the shares of capital stock outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the 2025 Annual Meeting for the transaction of business. If
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you: (i) are present and vote electronically during the 2025 Annual Meeting; (ii) have voted, pursuant to the instructions on the proxy card, on the Internet prior to the 2025 Annual Meeting; or (iii) properly submitted a proxy card or voting instruction form by mail prior to the 2025 Annual Meeting, your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained. Broker non-votes, as described below, will also be counted for purposes of determining whether a quorum is present. If a quorum is not present, the 2025 Annual Meeting will be adjourned until a quorum is obtained.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If, on the Record Date, your shares were registered directly in your name with Continental, the Company's transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by Continental at the Company's request. If you request printed copies of the proxy materials by mail, you will receive a proxy card to vote your shares. Your signed proxy card must be received before the 2025 Annual Meeting for your vote to be counted at the 2025 Annual Meeting.

Beneficial Owner of Shares Held in Street Name. If, on the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name," and the Notice was sent to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the 2025 Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a "voting instruction form" which will be provided by the organization that holds your shares. The organization holding your account will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. As a beneficial owner of shares, you are also invited to attend the 2025 Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote or otherwise participate during the 2025 Annual Meeting unless you obtain a valid control number from your broker, bank or other agent.

How can I attend the 2025 Annual Meeting?

Only stockholders as of the Record Date are entitled to attend, vote and otherwise participate during the 2025 Annual Meeting, which will be held on Thursday, October 23, 2025 and will begin promptly at 9:00 a.m. Central Time. Guests are permitted to attend the 2025 Annual Meeting but will not be permitted to vote or otherwise participate during the 2025 Annual Meeting.

Advance registration is recommended for stockholders wishing to vote or otherwise participate during the 2025 Annual Meeting. The registration process differs depending on how you hold your shares.

If you are a stockholder of record, you received a proxy card from Broadridge Financial Solutions ("Broadridge") which contains instructions on how to attend the virtual meeting, along with your control number. Immediately prior to the start of the 2025 Annual Meeting, you will need to log into the meeting site using your control number. You are encouraged to register at least 15 minutes prior to the start of the meeting.

If you are a beneficial owner of shares held in street name, you must obtain a control number from the stockholder of record. Stockholders should contact their bank, broker or other nominee for instructions regarding obtaining their control number. You will not be able to vote or otherwise participate during the 2025 Annual Meeting unless you obtain a control number to the 2025 Annual Meeting.

How do I vote my shares?

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For Proposal No. 1, you may vote "For," "Against" or "Abstain" with respect to the Class I director nominee for election to the Board. For Proposal No. 2, you may vote "For," "Against" or "Abstain". The procedures for voting are outlined below.

If you are a stockholder of record, there are three ways to vote:

•Via the Internet, in advance of the 2025 Annual Meeting. You may vote by proxy via the Internet by following the instructions provided in the Notice you receive from Broadridge.

•By mail, in advance of the 2025 Annual Meeting. If you request printed copies of the proxy materials by mail, you may vote by proxy by completing, signing, dating and returning the proxy card in the envelope provided. Your signed proxy card must be received before the 2025 Annual Meeting for your vote to be counted at the 2025 Annual Meeting.

•Virtually, during the 2025 Annual Meeting. You may vote during the 2025 Annual Meeting by attending virtually and submitting a ballot during the live webcast per the instructions on the Notice you receive from Broadridge.

If you are a beneficial owner of shares held in street name, there are three ways to vote:

•Via the Internet, in advance of the 2025 Annual Meeting. You may vote by proxy via the Internet by following the instructions provided in the voting instruction form provided by the organization that holds your shares. The availability of Internet voting may depend on the voting process of the organization that holds your shares.

•By mail, in advance of the 2025 Annual Meeting. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided. Your signed proxy card must be received before the 2025 Annual Meeting for your vote to be counted at the 2025 Annual Meeting.

•Virtually, during the 2025 Annual Meeting. If you wish to vote during the 2025 Annual Meeting, you must obtain a control number from the organization that holds your shares. Please contact the organization that holds your shares for instructions regarding obtaining your control number. You will not be able to vote or otherwise participate during the 2025 Annual Meeting unless you obtain a control number to the 2025 Annual Meeting.

Do Microvast warrants have voting rights?

No, Microvast warrants trading on Nasdaq under the ticker symbol "MVSTW" do not have voting rights.

Can I change my vote?

You may revoke your proxy and change your vote at any time prior to the vote at the 2025 Annual Meeting. Prior to the cutoff time, you may enter a new vote by using the Internet or by mailing a new proxy card or new voting instruction form bearing a later date (which will automatically revoke your earlier voting instructions). Your signed proxy card must be received before the 2025 Annual Meeting for your vote to be counted at the 2025 Annual Meeting. If you are a stockholder of record, you may accomplish this by granting a new proxy or by voting during the 2025 Annual Meeting. If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to your broker or nominee.

How are proxies voted? What happens if I do not give specific voting instructions?

All shares represented by valid proxies received before 11:59 p.m. Eastern Time the day before the 2025 Annual Meeting will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions. If you return your proxy without giving
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specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement.

As of the date these proxy materials were mailed, we are not aware of any other matters to be presented at the 2025 Annual Meeting other than the proposals described herein. If any other matters are properly presented for a vote at the 2025 Annual Meeting and you grant a proxy, the persons named as proxy holders will vote your shares on any additional matters properly presented for a vote at the meeting as recommended by the Board or, if no recommendation is given, in their own discretion.

What is the vote required for each proposal and how are abstentions and broker non-votes treated?

Proposal No. 1 (to elect one Class I director nominee to the Board to serve for a term of three years): The director will be elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors at the 2025 Annual Meeting. The nominee receiving the affirmative vote of the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote will be elected as a director to serve until the 2028 Annual Meeting or until his successor has been appointed or elected and qualified or until his earlier death, resignation or removal. Abstentions and broker non-votes will have no effect on Proposal No. 1.

Proposal No. 2 (to ratify the appointment of Deloitte as the Company's independent registered public accounting firm for Fiscal 2025): Approval of Proposal No. 2 will require the affirmative vote of the holders of a majority of the votes cast in person or by proxy at the 2025 Annual Meeting. Abstentions will have the same practical effect as votes against the proposal. Proposal No. 2 is considered a routine matter; therefore, no broker non-votes are expected in connection with Proposal No. 2.

Who will serve as the inspector of election?

A representative from Broadridge will serve as the inspector of election.

Where can I find the voting results of the 2025 Annual Meeting?

The preliminary voting results will be announced at the 2025 Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the 2025 Annual Meeting.

Who is paying for the cost of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. In addition to solicitation by mail, proxies may be solicited personally or by telephone, facsimile, email or other means by our directors, officers or regular employees on the Company's behalf. These parties will not be paid any additional compensation for soliciting proxies. Upon request, we will also reimburse brokerage firms, banks, broker-dealers or other similar organizations and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy and solicitation materials to beneficial owners of shares of our common stock.

What is householding?

SEC rules allow us to deliver a single Notice to one physical address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we will deliver only one Notice to multiple stockholders who share an address, unless we have received different instructions from the affected stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate Notice, as requested, to any stockholder at the shared address to which a single copy was
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delivered. If you prefer to receive a separate copy of the Notice, contact: Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477, Attention: General Counsel, Telephone: (281) 491-9505.

Whom should I call with other questions?

If you have additional questions about these proxy materials or the 2025 Annual Meeting, please contact: Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477, Attention: General Counsel, Telephone: (281) 491-9505.



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PROPOSALS

Proposal No. 1: Election of Directors

General

Prior to the 2025 Annual Meeting, on August 25, 2025, the Board reduced the number of directors constituting the entire Board from seven to five. Accordingly, our Board currently consists of five directors divided into three classes designated as Class I, Class II and Class III with staggered three-year terms, as set forth in the table below.


Class
Term
Expiring
# Directors
In Class
Director(s)
Class I 2025 Annual Meeting one Wei Ying
Class II 2026 Annual Meeting one Arthur Wong
Class III 2027 Annual Meeting three Yang Wu, Isida Tushe, Yixin Pan

Nominee for Class I Director

The term of the current Class I director expires at the 2025 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Wei Ying for re-election at the 2025 Annual Meeting. If elected as a Class I director, Mr. Ying will serve a three-year term expiring at the 2028 Annual Meeting.

The biography for Mr. Ying can be found in the section entitled "Our Board of Directors".

Mr. Ying has indicated his willingness to serve, if elected, and has consented to being named in this Proxy Statement. If Mr. Ying should become unable or unwilling to serve before the 2025 Annual Meeting, the Board may either reduce its size or designate or not designate a substitute nominee. If the Board designates a substitute nominee, the proxy holders may cast your vote for such substitute nominee.

The Board unanimously recommends that stockholders vote "FOR" the election of Wei Ying.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee, in accordance with its charter and authority delegated to it by the Board, appointed Deloitte, located in Beijing, People's Republic of China ("China"), to serve as the Company's independent registered public accounting firm. Our Board has directed that Deloitte's appointment be submitted to our stockholders for ratification at the 2025 Annual Meeting and recommends that stockholders approve the ratification of the Audit Committee's appointment of Deloitte for Fiscal 2025.

If our stockholders do not ratify the selection of Deloitte, the Audit Committee may reconsider the appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

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At the time of the mailing of this Proxy Statement, the Company does not anticipate that any representative of Deloitte will be present at the 2025 Annual Meeting. Should a representative of Deloitte be available and desire to make a statement at the 2025 Annual Meeting, they will have the opportunity to do so.

The Board unanimously recommends that stockholders vote "FOR" the ratification of the Audit Committee's appointment of Deloitte as the Company's independent registered public accounting firm for Fiscal 2025.


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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte for the periods indicated.

For the Year Ended December 31, 2023 2024
Audit Fees (a)
$ 1.8
million
$ 2.0
million
Audit-Related Fees (b)
-
-
Tax fees (c)
$ 0.1 million
$ 0.1 million
All other fees (d)
-
-
Total
$ 1.9
million
$ 2.1
million

(a) Audit fees represent fees for services provided in connection with the audit of our consolidated financial statements, review of our interim consolidated financial statements and audit services provided in connection with other statutory or regulatory filings.
(b) Audit-related fees consist of assurance and related services rendered by the principal accountant related to the performance of the audit or review of our consolidated financial statements, which have not been reported under audit fees above.
(c) Tax fees represent fees for professional services rendered for tax compliance, tax advice and tax planning.
(d) All other fees include fees for services provided other than the services reported above.

Audit Committee Pre-Approval Policies and Procedures

At its regularly scheduled and special meetings or by written consent, the Audit Committee considers and pre-approves any audit and non-audit services to be performed by the Company's independent accountants. On July 25, 2021, the Audit Committee adopted its pre-approval policies and procedures. Since that date, there have been no audit or non-audit services rendered by the Company's principal accountants that were not pre-approved.


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OUR BOARD OF DIRECTORS
The following information is provided as of the Record Date.
Name Age Position(s)
Yang Wu 59 Chief Executive Officer and Chairman of the Board
Arthur Wong 65 Director
Yixin Pan 58 Director
Wei Ying 59 Director
Isida Tushe 38 President, General Counsel, Corporate Secretary and Director
Yang Wu was elected to our Board as a Class III director in 2021 and was re-elected in 2024 and serves as our Chief Executive Officer and Chairman of the Board. Mr. Wu is the founder of Microvast and has been its Chairman and Chief Executive Officer since its inception in October 2006. Mr. Wu also served as President of the Company from its inception through April 14, 2022, from January 10, 2023 to August 3, 2023 and from February 5, 2024 through April 17, 2024. From 2000 to 2006, Mr. Wu served as chief executive officer at Omex Environmental Engineering Co., Ltd., a water treatment company, which he founded and was acquired by Dow Chemical Company in 2006. From 1996 to 2000, Mr. Wu served as chief executive officer and founder of Omex Engineering and Construction Inc. Prior to Omex Engineering and Construction, from 1989 to 1996, Mr. Wu was the founder of World Wide Omex, Inc., an agent for a large oilfield service company. Mr. Wu received his bachelor's degree from Southwest Petroleum University, Chengdu.

Mr. Wu is qualified to serve on our Board due to his deep industry expertise and his leadership experience.

Mr. Wu is a U.S. citizen and resides in the U.S.

Isida Tushe was elected to the Board as a Class III director in 2024 and serves as our President, General Counsel and Corporate Secretary. Ms. Tushe has served as the Company's General Counsel since March 15, 2023 and as the Company's Corporate Secretary since May 8, 2023 and was appointed as President of the Company on April 18, 2024. Prior to joining the Company, Ms. Tushe served as the General Counsel and Corporate Secretary at DC Green Bank and mPhase Technologies, Inc., where she oversaw all legal and compliance matters. Prior to that, Ms. Tushe served as the General Counsel of FFP New Hydro LLC, a developer of low-impact hydroelectric energy generation and storage in the United States, overseeing all legal and lobbying functions. Ms. Tushe has also held various senior positions involving finance, commercial and legal aspects of structured finance, M&A, project finance and development, intellectual property and corporate governance, including as VP and Senior Counsel at Pine Gate Renewables, LLC and as VP of Project Finance and Counsel at Fuel Cell Energy, Inc.
Ms. Tushe is qualified to serve on our Board due to her legal and finance project experience, particularly with companies in power generation, renewables and clean technologies.
Ms. Tushe is a U.S. citizen and resides in the U.S.
Arthur Wong was elected to the Board as a Class II director in 2021 and was re-elected in 2023. Mr. Wong currently serves as an independent director and Chairman of the audit committee of Daqo New Energy Corp. (NYSE: DQ). From March 2019 to June 2024, Mr. Wong served as an independent director of Canadian Solar Inc. (NASDAQ: CSIQ). From March 2020 to March 2022, Mr. Wong served as an independent director of Tarena International, Inc. (NASDAQ: TEDU). From 2008 to 2018, Mr. Wong served as the Chief Financial Officer for Asia New-Energy, Nobao Renewable Energy, GreenTree Inns Hotel Management Group and Beijing Radio Cultural Transmission Company Limited, sequentially. From 1982 to 2008, Mr. Wong worked for Deloitte Touche Tohmatsu in Hong Kong, San Jose and Beijing over various periods of time, with his last position as a partner in the Beijing office. Mr. Wong received a bachelor's degree in applied economics from the University of San Francisco and a higher diploma of accountancy from Hong Kong Polytechnic University. He is a member of the American Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

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Mr. Wong is qualified to serve on our Board due to his extensive experience and knowledge of accounting and financial matters as well as audit functions.

Mr. Wong is both a U.K. citizen and a Hong Kong citizen and resides in China.

Yixin Pan was elected to the Board as a Class III director in 2024. Ms. Pan has over 25 years of experience in tech innovation, entrepreneurship, operations, marketing, investment banking, and M&A across multiple industries and for Fortune 500 companies and small emerging technology startups. Most recently, Ms. Pan previously served as a board member, audit committee member, and the committee chair of the Nomination, Governance and Compensation Committee and the Technology Committee of VIQ Solutions (TSX:VQS). Ms. Pan has served as managing partner of XTVUE, LLC., a boutique investment bank and management consulting firm, since 2008. Ms. Pan earned a Master of Business Administration from Cornell University and a Master of Science in Mechanical Engineering from Northern Illinois University.

Ms. Pan is qualified to serve on our Board due to her extensive leadership experience and industry knowledge.

Ms. Pan is a U.S. citizen and resides in the U.S.

Wei Ying was elected to the Board as a Class I director in 2021 and was re-elected in 2022. Since December 2014, Mr. Ying has been a managing partner and director of CDH Shanghai Dinghui Bai Fu Investment Management Co., Ltd., a key investment manager entity under CDH Investment, and certain of its affiliates. Mr. Ying has served as a director of CHTC Fong's Industries Company Limited (HKG: 0641) since September 2011, a director of Fountain Set (Holdings) Limited (HKG: 0420) since January 2015, a director of Zhongsheng Group Holdings Limited (OTCMKTS: ZSHGY) since December 2016, and a director of Beijing East Environment, Energy Technology Co., Ltd. (NEEQ: 831083) since December 2016, in addition and as a director of several private companies. Mr. Ying received a bachelor's degree in Economics from Zhejiang Gongshang University and a Master of Business Administration from the University of San Francisco School of Management.

Mr. Ying is qualified to serve on our Board due to his extensive leadership experience and industry knowledge.

Mr. Ying is a Hong Kong citizen and resides in Hong Kong.

Arrangements and Family Relationships

Yang Wu and Arthur Wong were nominated by Mr. Wu as Wu Directors. See Certain Relationships and Related Party Transactions-Related Party Transactions-Stockholders Agreement for additional details regarding the Wu Directors. There are no family relationships between any of Yang Wu, Isida Tushe, Wenjuan Mattis, Ph.D., Shengxian Wu. Ph.D. and Rodney Worthen and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.

Independence of Directors

Under applicable SEC rules and the continued listing requirements of Nasdaq ("Nasdaq Rules"), we are required to have a majority of independent directors serving on our Board. Our Board has determined that three of our five directors, namely, Yixin Pan, Wei Ying and Arthur Wong, are independent within the meaning of Nasdaq Rule 5605(a)(2).

Meeting Attendance

During Fiscal 2024, the full Board met 25 times. Each member of the Board attended or participated in 75% or more of the aggregate of: (i) the total number of meetings of the Board (held during the period for which such person has been a director); (ii) the total number of subcommittee meetings of the Board or one of its committees on which such person
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served; and (iii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served) during Fiscal 2024.

In addition, our Corporate Governance Guidelines provide that directors are expected to attend the Company's annual meeting of stockholders.

Committees of the Board

Our Board has an Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. The Board committees act in an advisory capacity to the full Board, except that the Compensation Committee has direct responsibility for the Chief Executive Officer's goals, performance and compensation along with compensation of other executive officers, and the Audit Committee has direct responsibility for appointing, replacing, compensating and overseeing our independent registered public accounting firm. Our Board has adopted written charters for each of the standing committees that clearly establish the committees' respective roles and responsibilities, which are posted to our website at https://ir.microvast.com/leadership-governance/documents-charters. In addition, each committee has the authority to retain independent, outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board has determined that each member of the Audit Committee meets the independence requirements under the Nasdaq Rules and the rules and regulations of the SEC applicable to audit committee members. The Board has also determined that each member of the Compensation Committee meets the independence requirements under the Nasdaq Rules and the rules and regulations of the SEC applicable to compensation committee members.

Audit Committee

The Board has established an Audit Committee in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our Audit Committee consists of Ms. Pan, Mr. Wong and Mr. Ying, with Mr. Wong serving as chair and as the audit committee financial expert. Under the applicable Nasdaq Rules and rules and regulations of the SEC, our Audit Committee must consist of all independent members. Each of Ms. Pan, Mr. Wong and Mr. Ying is independent under the applicable Nasdaq Rules and rules and regulations of the SEC.

The Board has adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:

•reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;
•discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
•discussing with management major risk assessment and risk management policies;
•reviewing and approving all related-party transactions;
•inquiring and discussing with management our compliance with applicable laws and regulations;
•monitoring the independence of the independent auditor;
•verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
•pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
•appointing or replacing the independent auditor;
•determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and
•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.
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Our Audit Committee held eight meetings in Fiscal 2024.

Financial Experts on Audit Committee

The Audit Committee will at all times be composed exclusively of "independent directors," as defined for audit committee members under the Nasdaq Rules and the rules and regulations of the SEC, who are "financially literate," as defined under the Nasdaq Rules. All members of our Audit Committee are financially literate. In addition, Arthur Wong serves as the Audit Committee's financial expert, as defined per Nasdaq guidelines.

Compensation Committee

The Board has established a Compensation Committee. Mr. Wong, Mr. Ying and Ms. Pan serve as members of our Compensation Committee, with Ms. Pan serving as its chair. Under the applicable Nasdaq Rules and rules and regulations of the SEC, our Compensation Committee must consist of all independent members. Each of Mr. Wong, Mr. Ying and Ms. Pan is independent under the applicable Nasdaq Rules and rules and regulations of the SEC.

The Board has adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
•reviewing and approving the compensation of all of our other executive officers;
•reviewing our executive compensation policies and plans;
•reviewing our incentive compensation and equity-based remuneration plans;
•assisting management in complying with our prospectus and annual report disclosure requirements;
•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
•if required, producing a report on executive compensation to be included in our annual prospectus; and
•reviewing, evaluating and recommending to the Board changes, if appropriate, to the remuneration for directors.

Our Compensation Committee held four meetings in Fiscal 2024.

Role of the Compensation Committee and the Chief Executive Officer

The Compensation Committee, consisting entirely of independent directors, is responsible for determining the compensation of our executive officers. The Compensation Committee regularly evaluates the Company's executive compensation practices to determine if any changes may be appropriate. During this process, the Compensation Committee may consult with the Chief Executive Officer and other members of management; however, the Compensation Committee operates independently of management and receives compensation advice and data from an outside independent advisor. The Compensation Committee may, from time to time, delegate authority to one or more subcommittees consisting of one or more of its members when and as the Compensation Committee deems appropriate in order to carry out its responsibilities.

The Chief Executive Officer reviews and discusses the performance of the other executive officers with the Compensation Committee to assist it in determining whether changes in their compensation may be appropriate. The Compensation Committee gives considerable weight to the Chief Executive Officer's evaluation of the other executive officers because of his direct knowledge of each executive officer's performance and contributions. While Mr. Wu provides input with respect
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to the other executive officers, Mr. Wu has not and does not participate in the Compensation Committee's deliberations or decisions with regard to his own compensation.

Role of Independent Compensation Advisors

For Fiscal 2024, the Compensation Committee engaged a compensation consultant, Frederic W. Cook & Co. ("FW Cook") to help it in assessing executive officer and director compensation. While the Compensation Committee considered input from FW Cook, the Compensation Committee's decisions ultimately reflect many factors and considerations. For Fiscal 2024, the Compensation Committee reviewed the independence of FW Cook pursuant to SEC rules and the Nasdaq Rules and concluded that FW Cook was independent and that its work for the Compensation Committee did not raise any conflict of interest.

Nominating and Corporate Governance Committee

The Board has established a Nominating and Corporate Governance Committee. Mr. Wong, Mr. Ying and Ms. Pan serve as members of our Nominating and Corporate Governance Committee, with Ms. Pan serving as its chair. Each of Mr. Wong, Mr. Ying and Ms. Pan is independent under the applicable Nasdaq Rules and rules and regulations of the SEC.

The primary purpose of our Nominating and Corporate Governance Committee is to assist the Board in matters relating to the appropriate size, functioning and needs of the Board, including, but not limited to, recruitment and retention of high-quality members of the Board and committee composition and structure.

Our Nominating and Corporate Governance Committee held four meetings in Fiscal 2024.

Guidelines for Selecting Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated:

•should have demonstrated notable or significant achievements in business, education or public service;
•should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
•should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the Company's stockholders.

The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person's candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The adequacy of such criteria will be reassessed by the Nominating and Corporate Governance Committee periodically and any proposed changes will be submitted to the Board for approval.

The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. Stockholders may recommend director candidates for consideration by our Nominating and Corporate Governance Committee by sending notice to Microvast Holdings, Inc., Attention: Corporate Secretary, 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477.


14

OUR EXECUTIVE OFFICERS

The following information is provided as of the Record Date.

Name Age Position(s)
Yang Wu* 59 Chief Executive Officer and Chairman of the Board
Isida Tushe* 38 President, General Counsel, Corporate Secretary and Director
Wenjuan Mattis, Ph.D. 44 Chief Technology Officer
Shengxian Wu, Ph.D. 43 Chief Operating Officer
Rodney Worthen 34 Interim Chief Financial Officer

*Mr. Wu and Ms. Tushe's biographies and ages are included under "Our Board of Directors" above.

Dr. Shengxian Wu was appointed as our Chief Operating Officer on April 18, 2024. In addition to his role as Chief Operating Officer, Dr. Wu has served as Microvast Power Systems Co. Ltd's ("Microvast China") President since January 2021. Prior to joining Microvast China in March 2016, Dr. Wu served as manager of the Commercial Vehicle Research Institute of Zhejiang Geely Holding Group. Dr. Wu holds a Bachelor of Science degree in Environmental Engineering from Beijing Institute of Technology and a Ph.D. in Lithium Battery from Beijing Institute of Technology.

Dr. Wu is a citizen of China and resides in China.

Dr. Wenjuan Mattis was appointed Chief Technology Officer of Microvast on January 1, 2018. She joined the company in 2013 and, as CTO, leads the development of battery materials, cells, modules, and packs from research and development through production. From January 2015 to December 2017, Dr. Mattis served as Vice President of Technology, and from October 2013 to December 2014, she was Chief Scientist. Before joining Microvast, she worked at Dow Chemical Company in Midland, Michigan, as a Senior Research Engineer from March 2010 to October 2013, where she led and contributed to battery projects focused on developing materials and cells for electrified vehicles and consumer electronics. Dr. Mattis was elected in May 2016 as the youngest member of the Board of Directors of the International Meeting on Lithium Batteries Association. Since June 2013, she has also served as Vice President of the International Automotive Lithium Battery Association. She holds a Bachelor of Science degree in Aerospace Engineering from Fudan University in Shanghai and a Ph.D. in Materials Science and Engineering from The Pennsylvania State University. Dr. Mattis has worked on lithium-ion battery technology development for more than 18 years. She has authored 22 papers and holds 120 patents.

Dr. Mattis is a U.S. citizen and resides in the U.S.

Mr. Rodney Worthen was appointed as our Interim Chief Financial Officer on August 7, 2025. Mr. Worthen joined Microvast in June of 2023 and serves as the Company's Vice President of Corporate Strategy, in addition to his role as Interim Chief Financial Officer. Prior to his current role, Mr. Worthen held various positions of increasing responsibility within the Company, including Director of Investor Relations and FP&A, Vice President of Corporate Finance, and Head of FP&A and Investor Relations. Prior to joining the Company, Mr. Worthen gained extensive experience in financial reporting, M&A, corporate development, and strategic leadership, serving as Director of Finance at Killam Holdings Company and various roles of progressive responsibility in M&A, FP&A, and engineering at both private and publicly listed energy companies. Mr. Worthen holds a Bachelor of Science in Mechanical Engineering from the University of Central Oklahoma, a Master of Science in Engineering from the University of Oklahoma and a Master of Science in Finance and Master of Business Administration from Auburn University.

Mr. Worthen is a U.S. citizen and resides in the U.S.

15

CORPORATE GOVERNANCE

Our Commitment to Sound Corporate Governance

We are committed to adhering to corporate governance practices that meet applicable U.S. corporate governance standards. Our Board has adopted guidelines that serve as a flexible framework within which our Board and its committees operate (the "Corporate Governance Guidelines"). These Corporate Governance Guidelines cover a number of areas including the size and composition of the Board, board membership criteria and director qualifications, director responsibilities, board agenda, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

The full text of our Corporate Governance Guidelines may be viewed on our website at https://ir.microvast.com/leadership-governance/documents-charters.

The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC. Any websites or hyperlinks provided herein shall only be for informational purposes.

Board Leadership Structure

With respect to the roles of Chairman of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our Board is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Mr. Wu currently holds the combined roles of Chairman of the Board and Chief Executive Officer. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate.

The Nominating and Corporate Governance Committee routinely reviews our governance practices and board leadership structure.

Board Risk Oversight Functions

Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management strategy and the most significant risks facing us and oversees the implementation of risk mitigation strategies by management. Our Audit Committee is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our Compensation Committee is principally responsible for establishing, overseeing and administering our compensation plans and policies for our executive officers, including our equity incentive plans. Our Compensation Committee is also responsible for overseeing risks related to our compensation programs and practices. Our Compensation Committee has assessed the risk associated with our compensation policies and practices for our employees and determined that the risks associated with such policies and practices are not reasonably likely to have a material adverse effect on us. Our Compensation Committee utilizes compensation practices that it believes discourage our employees from excessive risk-taking that could be reasonably likely to have a materially adverse effect on us.

Anti-Hedging and Anti-Pledging Policy

In accordance with our Insider Trading Policy, all of our officers, directors and employees are prohibited from engaging in any hedging transactions involving Company securities, including through the use of financial instruments such as call or put options, prepaid variable forward contracts, equity swaps, collars and exchange funds. Our Insider Trading Policy also
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prohibits our officers, directors and certain employees from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. The insider trading policy requires pre-approval of any transaction related to the Company's securities by the Company's directors, officers, certain employees and agents.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee are or have been employees or officers of the Company. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that has one or more of its executive officers serving as a member of our Board.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers and employees. A copy is available on our website at https://ir.microvast.com/leadership-governance/documents-charters.

Assessment of Board and Committee Performance

The Board evaluates its performance annually. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. The results of the Board and committee self-assessments are discussed with the Board and each committee, respectively.

Executive Sessions

Independent directors meet in executive session in which independent directors meet without the presence or participation of management at Board meetings and meet in executive session at other times whenever they believe it appropriate. The chair of the Nominating and Corporate Governance Committee presides as the chair at meetings of independent directors.

Communications with Directors

A stockholder or other interested party who wishes to communicate directly with the Board, its independent directors, one of its committees or with an individual director regarding matters related to the Company should send the communication, with a request to forward the communication to the intended recipient or recipients, to:

Microvast Holdings, Inc.
Attention: General Counsel
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477

We will forward stockholder correspondence, as appropriate. Please note that we will not forward communications that are spam, junk mail or mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. Further, we will not forward any abusive, threatening or otherwise inappropriate materials.

Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC and Nasdaq by certain deadlines. Based on a review of Section 16 filings with respect to our Company made during or with respect to the preceding year, we are not aware of any late Section 16(a) filings other than one late
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filing by Mr. Wu reporting three transactions, one late filing by Dr. Mattis reporting one transaction, one late filing by Ms. Tushe reporting two transactions and one late filing by Ms. Pan reporting one transaction. Dr. Wu has not made any Section 16 filings with respect to the preceding year.

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EXECUTIVE COMPENSATION
This section sets forth the compensation of our named executive officers for the year ended December 31, 2024 (our "NEOs"). Our NEOs are:

Name Position
Yang Wu Chairman and Chief Executive Officer
Shengxian Wu Chief Operating Officer
Isida Tushe President, General Counsel,Corporate Secretary and Director

As a smaller reporting company, we are eligible to follow the reduced disclosure obligations regarding executive compensation that apply to smaller reporting companies. Accordingly, we have not included in this section a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the "Summary Compensation Table" and the "Outstanding Equity Awards at Fiscal Year-End" table below.

Summary Compensation Table
The following table sets forth the compensation of our NEOs for the years ended December 31, 2024 and 2023. Dr. Wu and Ms. Tushe were not NEOs in 2023.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards ($)(1)
Option
Awards
($)(2)
Nonequity Incentive Plan Compensation ($)(3)
All other
compensation
($)
Total
Compensation
($)
Yang Wu
2024
564,480
-
590,000
-
-
-
1,154,480
Chairman and Chief Executive Officer
2023
550,008

-
-

-

99,000

-

649,008
Shengxian Wu
2024
400,000
93,750
-
890,000
-
-
1,383,750
Chief Operating Officer
2023
-
-
-
- - - -
Isida Tushe
2024
450,000
125,000
-
890,000
-
-
1,465,000
President, General Counsel and Company Secretary
2023
-
-
-
- - - -


(1)Represents the aggregate grant date fair value of stock awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB Topic 718"). The 2024 stock awards consist of grants of restricted stock units ("RSUs") granted pursuant to the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The terms of the 2024 RSUs are summarized in "Elements of Executive Compensation-Long Term Incentives" below. The assumptions
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made when calculating the amounts reported are found in Note 21, "Share-Based Payment" to our audited consolidated financial statements included in Part II, Item 8 of the Annual Report. Assuming maximum level of performance, the aggregate grant date values of the RSUs are as follows:
Name
RSUs ($)
Performance Stock Units ("PSUs") ($)
Total ($)
Yang Wu
590,000
-
590,000
Shengxian Wu
-
-
-
Isida Tushe
-
-
-

(2) Represents the grant date fair value of stock options granted to our NEOs, computed in accordance with FASB Topic 718. The assumptions made when calculating the amounts reported are found in Note 21, "Share-Based Payment" to our audited consolidated financial statements included in Part II, Item 8 of the Annual Report.
(3) 2023 non-equity incentive plan compensation was earned pursuant to the Company's short-term cash incentive program. On January 31, 2023, the Compensation Committee of the Board established short-term cash incentive opportunities for our NEOs for 2023, which pay out in cash as a percentage of each NEO's base salary based on achievement of pre-determined revenue and adjusted gross margin performance goals, each weighted equally. The Compensation Committee set the following bonus target for Mr. Wu, the only current NEO who was an NEO for 2023: 30% of base salary ($165,000).

Elements of Executive Compensation

Base Salary
Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO's scope of responsibility and accountability to us. The base salaries for each of our NEOs were increased effective December 1, 2024:

•Mr. Yang Wu: Increased from $550,000 to $564,480
•Dr. Shengxian Wu: Increased from $200,000 to $400,000
•Ms. Isida Tushe: Increased from $250,000 to $450,000

Short-Term Incentives
In 2023, the Compensation Committee of the Board established short-term cash incentive opportunities, which pay out in cash as a percentage of each executive's base salary based on achievement of pre-determined revenue and adjusted gross margin performance goals, each weighted equally.
Short-term incentives pay out 0% of target if the threshold performance goal or below is achieved and 120% of target if the maximum performance goal or above is achieved. Payouts are linearly interpolated for performance between levels. While the revenue component failed to achieve threshold performance, the adjusted gross margin component was achieved at maximum performance and each executive who remained at the Company through the end of 2023 received a payout of 60% of his or her short-term incentive target.
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In 2024, with the Company experiencing volatility making it difficult to set goals, the Compensation Committee chose not to establish a formal short-term cash incentive program. Instead, the Compensation Committee granted one-time cash bonuses in the amounts of $125,000 and $93,750 to Ms. Tushe and Dr. Wu, respectively.

Long-Term Incentives

On December 1, 2024, the Compensation Committee approved 2024 long-term incentive awards to the NEOs pursuant to the 2021 Plan. Mr. Wu, our CEO, received 500,000 RSUs, that were fully vested at grant. Ms. Tushe and Dr. Wu each received a grant of stock options to purchase 1,000,000 shares of the Company's common stock at an exercise price per share of $1.29. The stock options will vest in equal installments on each November 8, 2025, 2026, and 2027, subject to continued employment on each vesting date.

Mr. Wu received PSUs in 2022, which vested based on the Company's achievement of relative total stockholder return ("TSR") targets during the performance period from January 1, 2022 through December 31, 2024, provided that the recipient continued to provide services to the Company through the date achievement as certified by the Compensation Committee. The Compensation Committee reviewed the Company's relative TSR and determined that the 2022 PSUs were earned at 60% of target.

Measurement Period
Share Price at 1/1/2022
Share Price at 12/31/2024
TSR for Measurement Period
Target Relative TSR Percentile for Measurement Period
Actual Relative TSR Percentile for Measurement Period
Achievement
1/1/2022 - 12/31/2024
$4.31
$2.00
(53.53)%
50th Percentile
30th Percentile
60%

Compensation Recovery Policy

We have adopted a compensation recovery policy in accordance with the listing standards and Nasdaq Rules that requires the Board to recoup excess compensation paid to our executive officers as a result of a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive officer. The clawback policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The clawback policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers.

Equity Award Policies and Practices

Although we have not adopted a formal policy pertaining to the timing of stock option grants to our NEOs, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee generally approves the grant of annual equity awards for the Company's executive officers, including each of the NEOs, in December of each year. In special circumstances,
21

including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of equity awards at other times.

Employment, Transition and Separation Agreements with NEOs

Mr. Wu is a party to a written employment arrangement with the Company (the "Employment Agreement"). The material terms of that arrangement are summarized below. For a description of the compensation actually paid to the NEOs for Fiscal Year 2024, please refer to the "Summary Compensation Table" above.

Subject to earlier termination in accordance with the Employment Agreement, Mr. Wu is engaged for a three-year term of employment, at the end of which his term of employment will be automatically extended for additional 12-month periods unless a notice of non-renewal is given by either party in accordance with the notice requirements of the Employment Agreement prior to the expiration of the term then in effect.

The Employment Agreement provides for an annual base salary, the opportunity to participate in the Company's annual incentive bonus plan for senior executives and the Company's long-term incentive plan, each in accordance with the terms of such plans that may be in effect from time-to-time and subject to such other terms as the Board may approve and eligibility to participate in the benefit plans or programs of the Company as are available to other similarly situated executives of the Company.

The term of employment under the Employment Agreement may be terminated by either the Company or Mr. Wu at any time and for any reason upon thirty (30) days' prior written notice. Upon a termination by the Company or Mr. Wu for any reason, Mr. Wu (or his estate upon a termination due to his death) will receive all accrued salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the termination or separation occurred. Following a termination due to death or disability of Mr. Wu, he (or his estate) will also receive: (i) a pro rata bonus for the annual bonus that he would have earned for the fiscal year in which the death or disability occurs based on performance as determined by the Board, prorated for the period of time during the fiscal year worked by Mr. Wu; and (ii) if the death or disability occurs within his three-year term, full acceleration of any equity awards or other long-term incentive awards held by Mr. Wu as of the effective time of his Employment Agreement that were granted to Mr. Wu prior to such effective time. Any other outstanding equity awards or long-term incentive awards granted to Mr. Wu following the effective time of his Employment Agreement will be treated in accordance with the terms of the applicable plans and award agreements.

Following a termination of employment by the Company without Cause (as defined in the Employment Agreement) or due to resignation by Mr. Wu for Good Reason (as defined in the Employment Agreement), in either case, prior to a Change in Control (as defined in the Employment Agreement), subject to the execution and non-revocation by Mr. Wu of a general release of claims in favor of the Company, Mr. Wu will be entitled to: (i) an amount equal to two and a half times the sum of (x) Mr. Wu's then-current base salary plus (y) the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B) the target annual bonus for the fiscal year in which the termination or resignation occurs, payable in substantially equal monthly installments over a period of thirty (30) months; and (ii) if the termination without Cause or resignation for Good Reason occurs within three years following the effective time of his Employment Agreement, full acceleration of any equity awards or other long-term incentive awards held by Mr. Wu as of the effective time of his Employment Agreement that were granted to the executive prior to such effective time. Any other outstanding equity awards or long-term incentive awards granted to Mr. Wu following the effective time of his Employment Agreement will be treated in accordance with the terms of the applicable plans and award agreements.

Following a termination by the Company without Cause or due to resignation by Mr. Wu for Good Reason on or within two years following the closing of a Change in Control, subject to the execution and non-revocation by Mr. Wu of a general release of claims in favor of the Company, Mr. Wu will be entitled to: (i) an amount equal to three times the sum of (x) Mr. Wu's then-current base salary plus (y) the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B)
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the target annual bonus for the fiscal year in which the termination or resignation occurs, payable in a single lump sum within seventy-five (75) days of the termination or resignation; (ii) a pro rata bonus equal to the greater of (A) the average amount of the annual bonus paid to Mr. Wu for each of the three fiscal years immediately prior to the fiscal year in which the termination or resignation occurs or (B) the annual bonus Mr. Wu would have earned for the fiscal year in which the termination or resignation occurs based on performance as determined through the date of termination or resignation, prorated for the period of time during the fiscal year worked by Mr. Wu, payable in a single lump sum within seventy-five (75) days of the termination or resignation; and (iii) full acceleration of all outstanding equity awards held by Mr. Wu as of the date of termination or resignation.

Mr. Wu is subject to restrictive covenants as follows: (i) a post-termination non-compete covenant for a period of eighteen (18) months following his termination or resignation for any reason; (ii) confidentiality restrictions through the time period such confidential information remains not generally known to the public; and (iii) customer and employee non-solicitation and non-interference for a period of eighteen (18) months following his termination or resignation for any reason.

Dr. Wu is party to a standard Chinese law employment agreement with Microsoft Power Systems, pursuant to which he would be entitled to one month of base salary if his employment were terminated under certain specified circumstances. The agreement also contains customary post-termination covenants prohibiting Dr. Wu from soliciting employees and customers following the end of his employment.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2024.
Option Awards
Stock Awards
Name
Number of securities
underlying
unexercised options
(#) exercisable
Number of securities
underlying
unexercised options
(#) unexercisable
Option exercise
price ($)
Option expiration
date
Number of shares or
units of stock that
have not vested
(#)
Market value of
shares of units of
stock that have not
vested
($)(1)
Equity
incentive
plan awards:
Number of
unearned
shares, units or
other rights that
have not vested
(#)
Equity
incentive
plan awards:
Market or payout
value of
unearned
shares, units or
other rights that
have not vested
($)(1)
Yang Wu
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
Shengxian Wu

-

1,000,000 (2)

1.29

12/5/2034

1,464(5)

3,030

40,000(8)

82,800


160,300(6)

-

6.28

7/24/2027

26,666(7)

55,199

-

-


641,200(6)

-

6.28

7/28/2030

-

-

-

-


480,900(6)

-

6.28

12/25/2030

-

-

-

-
Isida Tushe

-

1,000,000(2)

1.29

12/5/2034

-

-

-

-


33,334(3)

66,666(3)

1.30

3/15/2033

-

-

-

-


100,000(4)

200,000(4)

2.08

8/9/2033

-

-

-

-

(1)The value presented in the table is equal to the product of the number of RSUs and PSUs, as applicable, that had not vested as of December 31, 2024 and the closing price of our common stock on such date, which was $2.07.
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(2)Represents stock options granted that will vest in equal installments on each of November 8, 2025, 2026 and 2027, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date. 232,557 options are treated as incentive stock options (ISOs). ISOs are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
(3)Represents stock options that vested one-third each on March 15, 2024 and 2025 and will vest one-third on March 15, 2026, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.
(4)Represents stocks options that vested one-third each on August 9, 2024 and 2025 and will vest one-third on August 9, 2026, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.
(5)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2024. These RSUs were part of an award that vested one-third each on January 1, 2023, 2024 and 2025.
(6)Represents stock options that vested in equal installments on each July 23, 2022, 2023 and 2024.
(7)Represents RSUs granted under the 2021 Plan that were unvested as of December 31, 2024. These RSUs were part of an award that vested one-third each on January 31, 2024 and 2025 and will vest one third on January 31, 2026, subject to the NEO's continued employment with or services to us or one of our affiliates through the vesting date.
(8)Represents PSUs granted pursuant to the 2023 long term incentive plan at threshold performance. These PSUs will vest, subject to achievement of the applicable performance criteria and the NEO's continued employment with or services to us or one of our affiliates through the vesting date, following the end of the performance period on December 31, 2025.

Retirement Plans
We sponsor a 401(k) plan covering substantially all our employees, including our NEOs. Eligible employees may elect to make pre-tax contributions to the plan, subject to limitations set forth by the plan and the Code. All eligible employees, including our NEOs, may participate in the plan on substantially the same terms. We do not provide matching employer contributions to employees' accounts under the plan.

Termination and Change in Control Provisions

Descriptions of the severance payments and benefits to be provided to our NEOs, including in respect of equity awards held by our NEOs, in connection with certain terminations of employment both in connection with a change in control and not in connection with a change in control, are set forth in "Elements of Executive Compensation-Long Term Incentives" and "Employment, Transition and Separation Agreements with NEOs" above.


24

DIRECTOR COMPENSATION

The table below sets forth information regarding non-employee director compensation for the year ended December 31, 2024.
Name
Fees Earned or Paid in Cash
($)
Stock Awards ($)
Total ($)
Yanzhuan Zheng(3)

-

-

-
Arthur Wong

80,000

19,999(1)

99,999
Stephen Vogel(3)

46,712

-

46,712
Wei Ying

-

79,999(1)

79,999
Yeelong Tan Balladon(3)

66,410

8,907(1)

75,317
Yixin Pan

21,399

58,096(2)

79,495

(1)Reflects changes to the Company's non-employee director compensation policy that was amended from 2023 and adopted March 30, 2024, as summarized under "Non-Employee Director Compensation" below. Includes the portion of the non-employee director's annual cash retainer received as Elective RSUs, as summarized in "Non-Employee Director Compensation" below, computed in accordance with FASB Topic 718, as follows: Mr. Wong- 14,285; Mr. Ying-57,142 and Ms. Balladon-6,362.
(2)Represents the aggregate grant date fair value of the annual RSUs computed in accordance with FASB Topic 718 as follows: Ms. Pan-92,954.
(3)Mr. Vogel resigned as a Board member on July 7, 2024. Ms. Balladon resigned as a Board member on July 10, 2024. Mr. Zheng resigned as a Board member on August 16, 2024. In connection with their resignations, 34,831 RSUs held by Mr. Vogel vested with 0.7448 fractional shares paid in cash and 45,790 RSUs held by Ms. Balladon likewise vested. Mr. Zheng forfeited all of his unvested RSUs and PSUs.
(4)Mr. Zheng did not receive any compensation for services provided to the Company as a director. Pursuant to the terms of a consulting agreement between Mr. Zheng and the Company, Mr. Zheng received the following as compensation for services provided to the Company as an advisor during 2024: salary and fees-$226,983. As of December 31, 2024, Mr. Zheng had 1,122,100 stock options outstanding.
For Fiscal 2024, our non-employee directors, other than Mr. Zheng, were compensated for services in accordance with our non-employee director compensation policy that was adopted by our Board on March 30, 2024 (the "2024 Director Compensation Policy"). The material terms of the 2024 Director Compensation Policy are described below.
For their service to the Company during 2024, Messrs. Wong and Ying and Ms. Balladon each received an annual award of RSUs under the Director Compensation Policy, which vested on December 31, 2024. In addition, our non-employee directors other than Mr. Zheng may elect to receive all or a portion of their annual cash retainer and/or committee chair retainer in the form of RSUs (the "Elective RSUs"). The grant date of the Elective RSUs is the date the non-employee director makes the election to receive equity in lieu of his or her cash retainer and the value of the RSUs is equal to the amount of the non-employee director's annual cash retainer that is foregone. The Elective RSUs vest in quarterly installments on the last day of each fiscal quarter. The number of Elective RSUs each non-employee director received in 2024 are set forth in footnote 1 to the "Director Compensation" table above. Our non-employee directors must make elections to receive equity in lieu of his or her cash retainer prior to the start of the calendar year, which elective RSUs will vest in equal installments on the last day of each fiscal quarter during the calendar year.
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2024 Director Compensation Policy
Board Member Retainer
$80,000
Lead Independent Director Retainer
$25,000
Audit Committee Chair Retainer
$20,000
Compensation Committee Chair Retainer
$15,000
N&GC Committee Chair Retainer
$10,000
Annual Restricted Stock Units (GDFV)
$95,000



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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

The following includes a summary of transactions since January 1, 2024 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of $120,000 or 1% of the average of the Company's total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control and other arrangements, which are described under the section entitled "Executive Compensation".

Zheng Agreement

On April 14, 2022, in connection with Mr. Zheng's termination of employment, the Company and Mr. Zheng entered into a transition services agreement (the "Zheng Agreement"), pursuant to which Mr. Zheng provides transition support and services as may be reasonably requested by the Chief Executive Officer, the Chief Financial Officer and the Board. Pursuant to the Zheng Agreement, Mr. Zheng provided transition services for an initial term of 18 months commencing on the date of employment termination, and thereafter continues to provide transition services on an as-needed basis, unless terminated earlier as permitted in the Zheng Agreement. In exchange for Mr. Zheng's transition services, Mr. Zheng receives a consulting fee equal to $25,000 per month, which Mr. Zheng voluntarily reduced to $16,667 per month effective March 11, 2024. Pursuant to Section 7 of the Zheng Agreement, Mr. Zheng's transition services were terminated effective as of November 15, 2024.

Pursuant to the Zheng Agreement, all capped RSUs and stock options held by Mr. Zheng as of the date of employment termination vested in full, with the stock options remaining exercisable until three months following the termination of his transition services in accordance with the terms and conditions of the stock option award agreement. All RSUs and PSUs held by Mr. Zheng as of the date of employment termination remain outstanding and will continue to be subject to their terms and conditions under the 2021 Plan and the applicable award agreements. Mr. Zheng remains eligible to participate in the Company's long-term incentive and short-term incentive plans for each fiscal year of service.

Stockholders Agreement

In connection with the transactions contemplated by the Agreement and Plan of Merger, dated February 1, 2021, the Company, Mr. Yang Wu and Tuscan Holdings Acquisition LLC entered into an agreement (the "Stockholders Agreement") which provides that Mr. Wu will have the right, but not the obligation, to nominate for election to the Board at every meeting of the stockholders of the Company at which directors are elected a number of individuals (rounded up to the nearest whole number) equal to (a) the total number of directors, multiplied by (b) the quotient obtained by dividing the shares of common stock beneficially owned by Mr. Wu by the total number of outstanding shares of common stock (each, a "Wu Director") less the number of Wu Directors then serving on the Board and whose terms in office are not expiring at such meeting. The Stockholders Agreement provides that any increase or decrease in the number of directors will require the affirmative vote of the Wu Directors.

Indemnity Agreements

The Company has entered into indemnity agreements with certain of its executive officers and directors. These agreements provide, among other things, that the Company will indemnify the executive officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a
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director, officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company's bylaws.

Convertible Loan Agreement

On May 28, 2024, the Company entered into a Loan and Security Agreement (the "Loan Agreement") with Mr. Yang Wu, the Company's Chief Executive Officer and Chairman, pursuant to which Mr. Wu provided an initial term loan of $12,000,000 and a delayed draw term loan of $13,000,000 at an initial interest rate equal to the Secured Overnight Financing Rate plus an applicable margin of 9.75% per annum. Of this margin, 3.75% will be paid in kind, with the remainder payable in cash. The original maturity date of November 28, 2025 was extended to May 28, 2026 by the First Amendment to Loan and Security Agreement, which was entered into by and among the Company, Mr. Wu and the other parties thereto on March 17, 2025. The Loan Agreement, among other things, also provides Mr. Wu and any permitted successors and assigns of Mr. Wu with the right to convert the outstanding principal balance of the Loan, in whole or in part in increments of $100,000, into shares of our common stock, par value $0.0001 per share, of the Company at an initial conversion rate equal to two shares of our common stock per $1.00 of principal amount of loans to be converted.


28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of the Record Date, by:

•each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
•each NEO and director of the Company; and
•all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including RSUs that will settle and stock options and warrants that are currently exercisable or will be exercisable within 60 days.
Names and Addresses of Beneficial Owners(1)
Number of Shares
Percent Beneficially
Owned(2)
Directors and Executive Officers:
Yang Wu(3)

141,068,036

43.4 %
Wei Ying

240,558

*
Yixin Pan

92,954

*
Dr. Wenjuan Mattis(4)

2,606,788

*
Dr. Shengxian Wu(5)

1,456,445

*
Isida Tushe(6)

266,666

*
Arthur Wong

129,592

*





All directors and executive officers as a group (8 persons)

145,861,039

44.8%
Five Percent Holders:




Yang Wu(3)

141,068,036

43.4%
CDH Griffin Holdings Company Limited(7)

40,435,753

12.4%
* Less than one percent.

(1)Unless otherwise indicated, the business address of each of the individuals listed is c/o Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477.
(2)The percentage of beneficial ownership is calculated based on 325,354,111 shares of common stock currently issued and outstanding as of the Record Date. Shares issuable upon the exercise of warrants or stock options and restricted stock units scheduled to vest within 60 days are deemed outstanding in the denominator used for computing the percentage of the respective person or group holding such warrants, stock options or restricted stock units but are not outstanding for computing the percentage of any other person or group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
(3)Includes: (i) 50,000,000 shares that may be received upon the conversion of certain convertible loans in the aggregate amount of $25,000,000 for which the principal balance may be converted, in whole or in part, in increments of $100,000 into shares of common stock at an initial conversion rate of two shares of common stock per $1.00 of
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principal to be converted; (ii) presently exercisable warrants to purchase 5,500,000 shares of common stock; and (iii) 2,000,000 shares held by Mr. Wu's children, for which Mr. Wu has sole voting and shared dispositive power.
(4)Includes 1,923,599 presently exercisable stock options.
(5)Includes 1,282,100 presently exercisable stock options.
(6)Includes 266,667 presently exercisable stock options.
(7)According to a Schedule 13G filed on February 15, 2022, Evergreen Ever Limited ("Evergreen") has sole voting and dispositive power over 31,446,469 shares of common stock and Aurora Sheen Limited ("Aurora") has sole voting and dispositive power over 5,734,018 shares of common stock. In addition, Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) ("New Trend") has sole voting and dispositive power over 3,255,266 shares of common stock that were issued in the name of (and held on behalf of New Trend by) MVST SPV Inc., a wholly owned subsidiary of the Company, pursuant to a framework agreement dated February 1, 2021 by and among the Company, New Trend and other parties named therein. The sole shareholder of Evergreen is Piccadilly, L.P., the sole general partner of which is CDH China HF Holdings Company Limited ("HF Holdings"). The sole shareholder of Aurora is Shanghai Dinghui Pingxun Investment Partnership (LLP), the sole general partner of which is CDH Shanghai Baifu Wealth Management Company ("Shanghai Baifu"). Dispositive and voting power of the securities held by Evergreen and Aurora is exercised by the members of the investment and risk committee (the "IR Committee"), comprising Wu Shangzhi, Ying Wei, Li Dan, Wei Bin and William Hsu. The IR Committee is appointed by HF Holdings and Shanghai Baifu, respectively. HF Holdings and Shanghai Baifu may be deemed to have beneficial ownership over the shares held by Evergreen and Aurora, respectively. The general partner of New Trend is Dinghui Equity Investment Management (Tianjin) Company Limited ("Dinghui Equity"). Dispositive and voting power of the securities beneficially owned by New Trend is exercised by the members of the investment committee (the "Investment Committee"), comprising Wu Shangzhi, Jiao Shuge, Wang Lin and Huang Yan. The Investment Committee is appointed by Dinghui Equity. Dinghui Equity may be deemed to have beneficial ownership over the shares beneficially owned by New Trend. HF Holdings, Shanghai Baifu and Dinghui Equity are controlled by CDH Investment Management Company Limited ("CDH Investment"), and CDH Griffin Holdings Company Limited ("Griffin Holdings") holds a majority of the equity interests in CDH Investment. The ultimate parent entity is Griffin Holdings. The address for each of the foregoing entities is 1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, China.

30

AUDIT COMMITTEE REPORT

The Audit Committee's primary responsibilities include assisting the Board in its oversight of the Company's financial reporting process, appointing the independent registered public accounting firm and reviewing the services performed by the independent registered public accounting firm. The Audit Committee does not itself prepare financial statements or perform audits and its members are not auditors or certifiers of the Company's financial statements.

In performing its oversight responsibility, the Audit Committee has:

•reviewed and discussed the audited year-end financial statements with management, which has primary responsibility for the financial statements;

•discussed with Deloitte, the Company's independent registered public accounting firm for Fiscal 2024, the matters required by applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC; and

•received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence and discussed with Deloitte its independence.

The Audit Committee also discussed with the auditors matters related to our internal control over financial reporting. Based on these discussions and the written disclosures received from the independent auditors, the Audit Committee recommended to the Board inclusion of the audited year-end financial statements in the Annual Report.


Members of the Audit Committee



Arthur Wong (Chair)

Wei Ying

Yixin Pan





31

OTHER MATTERS

Microvast is not aware of any other business to be presented for a vote of the stockholders at the 2025 Annual Meeting. If any other matters are properly presented for a vote, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

The chairman of the 2025 Annual Meeting may refuse to allow presentation of a proposal or nominee for the Board if the proposal or nominee was not properly submitted.


32

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING

In order for a stockholder proposal to be considered for inclusion in the Company's Proxy Statement for the 2026 Annual Meeting, our Corporate Secretary must receive the proposal no later than April 27, 2026. Such proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received) to:

Microvast Holdings, Inc.
Attn: Corporate Secretary
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477

Such proposals must comply with the SEC's requirements in Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in Company-sponsored proxy materials, such as the requirement that the stockholder continues to own a minimum number of shares until the 2026 Annual Meeting and appear during or through an authorized representative at the 2026 Annual Meeting to present the proposal.

Alternatively, stockholders intending to present a proposal at the 2026 Annual Meeting without having it included in the Company's Proxy Statement, as well as any director nominations, must comply with the requirements set forth in the Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice with respect to each director nomination or other proposal that the stockholder intends to present at the 2026 Annual Meeting from the stockholder no earlier than June 20, 2026 and no later than July 20, 2026. The notice must contain the information required by our Bylaws.

Proposals received after the dates mentioned will not be included in the Proxy Statement or acted upon at the 2026 Annual Meeting.

**********

Upon receipt of a written request from any stockholder entitled to vote at the forthcoming 2025 Annual Meeting, the Company will mail, at no charge to the stockholder, a copy of the Annual Report, including the financial statements and schedules required to be filed with the Commission pursuant to Rule 13a-1 under the Exchange Act for the Company's most recent fiscal year. Requests from beneficial owners of the Company's voting securities must set forth a good-faith representation that, as of the Record Date, the person making the request was the beneficial owner of securities entitled to vote at the 2025 Annual Meeting. Written requests for the Annual Report should be directed to our General Counsel at Microvast Holdings, Inc., 12603 Southwest Freeway, Suite 300, Stafford, Texas 77477. If you would like to receive a copy of any exhibits listed in the Annual Report, please submit a request in writing to our General Counsel at the above address, and the Company will provide you with the exhibits upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits). The Annual Report and these exhibits are also available in the "Investor Relations-SEC Filings" section of our website located at http://ir.microvast.com.

It is important that your shares be voted at the 2025 Annual Meeting, regardless of the number of shares that you hold.



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Microvast Holdings Inc. published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]