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• Following public records issued in China showing a $150 million increase in registered capital of TuSimple's Chinese subsidiaries, Dr. Hou filed for a temporary restraining order in the Southern District of California. This legal action seeks to restrict transfers of financial assets from the U.S. to China beyond normal business operations.
• On November 22, 2024, Dr. Hou filed for injunctive relief in the Delaware Court of Chancery seeking to obtain declaratory judgment regarding the voting rights of his ownership stake corresponding to 29.7% of the total voting power, which Mo Chen claims to control even though the voting arrangement expired the November 9, 2024 (as Mo Chen had previously acknowledged to the public). In the same filing, Dr. Hou also seek to postpone the upcoming annual meeting, currently scheduled to beheld on December 20, 2024 (the “Annual Meeting”), to prevent the implementation of proposed significant governance changes before the voting rights dispute is resolved.

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The lawsuit in the Delaware Chancery Court has made the following progress to protect stockholder interests:

• On December 2, 2024, the Court granted expedited proceedings, with a final hearing on voting rights control expected in Q1 2025.

• On December 13, 2024, after intense negotiations, we secured a Status Quo Order (“SQO”) from the Court that implements crucial protections for all stockholders.

• The SQO now requires 10 business days' advance written notice before the Company can take several significant actions that could harm stockholder value, including:
  • Transferring cash, cash equivalents, or short-term investments exceeding $15M per month to the Company’s mainland China operations through Q1 2025;
  • Approving, consenting to, or consummating any merger or acquisition of the Company or Company subsidiaries (including by way of sale of assets) with value greater than 10% of the Company’s assets, as reflected on the Company’s most recent balance sheet prior to the      entry of the SQO;
  • Amending, modifying, or repealing any provision of the Company’s Articles of Incorporation or Bylaws that affect stockholder voting rights (except as explicitly contemplated in the SQO); and
  • Taking any other corporate action requiring a stockholder vote—including any sale, lease, or exchange of all or substantially all of the Company’s property and assets.