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CHEETAH NET SUPPLY CHAIN SERVICE INC

For the period ended Dec 31, 2024. Filed Mar 12, 2025.

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FY2024 · Filed Mar 12, 2025

CTNT$1.67+6.4%Stored close · as of Nov 9, 2026

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Contents

Item 11. Executive Compensation

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2024 and 2023.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Stock · Option · All other · ​ · ​
​​​​Salary​Bonus​awards​awards​compensation​Total
Name and principal position​Year​($)​($)​($)​($)​($)​($)
Huan Liu, Chief Executive Officer​2024​$72,000​—​261,666​—​—​$333,666
​2023​$72,000————​$72,000
Robert Cook, Chief Financial Officer(1)2024​$113,46272,355———​$185,817
​2023​$141,675————​$141,675
Walter Folker, Vice President of Procurement(2)2024​$40,647—3,176——​$43,823
​2023​$60,00045,000———​$105,000

(1)Mr. Robert Cook resigned from his position as CFO on August 30, 2024.

(2)Mr. Walter Folker resigned from his position as Vice President of Procurement on October 31, 2024.

Agreements with Named Executive Officers

We have entered into an employment agreement with Huan Liu, our Chief Executive Officer, Robert Cook, our former Chief Financial Officer, and Walter Folker, our former Vice President of Procurement. A summary of the terms of each of these employment agreements is set forth below. Currently, the annual compensation of each of our executive officers is fixed by our Compensation Committee. The named executive officers are also entitled to participate in our benefit plans, which such benefits are generally available to all full-time employees.

On March 1, 2022, we entered into an employment agreement with Huan Liu. Pursuant to his employment agreement, effective March 1, 2022, Mr. Huan Liu started serving as the Chief Executive Officer of our Company for an employment term of three years, responsible for overseeing the operations of all divisions in our Company. As consideration for his services, Mr. Huan Liu is entitled to a base salary of $72,000 and equity rewards depending on the annual performance of our Company. The agreement will automatically renew unless terminated by either party. The agreement may be terminated upon mutual written consent of Mr. Huan Liu and our Company. At any time after 12 months from the effective date of the agreement, Mr. Huan Liu may terminate the agreement (a) upon 30 days’ prior written notice to our Company or (b) immediately if Mr. Huan Liu is subject to materially diminished duties or responsibilities. We may terminate the agreement (i) without prior notice and without further obligation for reasons of just cause, such as fraud, theft, conviction of a felony, improper or dishonest action, or significant acts of misconduct, on the part of Mr. Huan Liu or any of his agents providing services to our Company, and (ii) without just cause upon 30 days’ written notice to Mr. Huan Liu.

On October 26, 2022, we entered into an employment agreement with Robert Cook. Pursuant to his employment agreement, Mr. Cook served as the Chief Financial Officer of our Company between October 26, 2022 and August 30, 2024, responsible for the Company’s overall financial management, tax compliance, and accounting related matters. As consideration for his services, Mr. Cook was entitled to a base salary of $150,000 per year, plus additional bonuses earned in accordance with our Company’s practices. In connection with Mr. Cook’s resignation, on August 27, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr. Cook, which sets forth the terms of his separation from service with the Company (the “Cook Resignation Agreement”). Pursuant to the terms of the Cook Resignation Agreement, Mr. Cook resigned as an officer and employee of the Company effective on August 30, 2024. Mr. Cook also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Cook Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company. Mr. Cook was entitled to the following in exchange for his covenants and releases under the terms of the Cook Resignation Agreement: (a) a lump sum payment of $5,769.24, paid on September

6, 2024, in respect of Mr. Cook’s due but unpaid salary as at the time of his resignation; (b) an annual bonus of $42,354.86, paid on August 30, 2024, calculated based on the terms of Mr. Cook’s employment agreement with the Company; and (c) a stock incentive payment of $30,000, settled in cash, calculated based on the terms of Mr. Cook’s employment agreement with the Company.

On March 1, 2022, we entered into an employment agreement with Walter Folker. Pursuant to his employment agreement Mr. Folker served as the Vice President of Procurement of our Company between March 1, 2022 and October 31, 2024, responsible for developing organizational procurement strategies and plans as well as coordinating and overseeing our Company’s procurement. Pursuant to the agreement, Mr. Folker was entitled to an annual base salary of $52,000 plus any commissions or bonuses earned in accordance with our Company’s practices. Starting from the second calendar year of his employment, the annual base salary increased to $60,000. In connection with Mr. Folker’s resignation, on October 30, 2024, with approval of the board of directors, the Company entered into a Letter Agreement and General Release with Mr. Folker, which sets forth the terms of his separation from service with the Company (the “Folker Resignation Agreement”). Pursuant to the terms of the Folker Resignation Agreement, Mr. Folker resigned as an officer and employee of the Company effective on October 31, 2024. Mr. Folker also agreed to abide by certain confidentiality, non-disparagement, and other obligations set forth in the Folker Resignation Agreement, and to release any and all claims against the Company and its affiliates and related parties that in any way relate to his employment and association with the Company. Mr. Folker received his base salary under an employment agreement he had with the Company dated March 1, 2022, until October 31, 2024. After his resignation, Mr. Folker will be available to provide consulting services to the Company on a part-time basis at the Company’s request. Therefore, the Compensation Committee of the board of directors, in accordance with the Plan and a Restricted Stock Unit Award Agreement dated September 30, 2024 between the Company and Mr. Folker, confirmed that Mr. Folker remained eligible for the restricted stock units granted to him on September 30, 2024.

Outstanding Equity Awards at 2024 Year End

The following table provides information as of December 31, 2024 about our equity awards to our directors and officers:

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​Equity incentive
​​​​​​​​​​​​​​​​Equity incentive​plan awards:
​​​​​​Equity incentive​​​​​​​​​plan awards:​market or
​​​​​​plan awards:​​​​​​​​​number of​payout value of
​​​​​​number of​​​​​Number of​Market value of​unearned shares,​unearned shares,
​​Number of​Number of​securities underlying​​​​​shares or units of​shares or units of​units or other​units or other
​​securities underlying​securities underlying​unexercised​Option exercise​Option expiration​stock that have​stock that have​rights that have​rights that have
Name · unexercised options · unexercised options · unearned options · price ($) · date · not vested · not vested ($) · not vested · not vested
Huan Liu​—​—​—​—​—​—​—​—​—
​​​​​​​​​​​​​​​​​​​
Xianggeng Huang​—​—​—​—​—​18,750​63,563​—​—

Retirement Plans

The Company maintains a tax-qualified defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code (the “Code”), commonly called a 401(k) plan, for substantially all of its employees. The 401(k) plan is made available on the same basis to all employees, including the named executive officers. Each participant in the 401(k) plan is able to elect to defer from 0% to 100% of compensation, subject to limitations under the Code and Employee Retirement Income Security Act.

Clawback

We have adopted a Compensation Recovery Policy effective as of November 20, 2023 that complies with the Nasdaq’s new clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Compensation Committee must determine and recover the excess compensation related to all incentive-based compensation that was paid to our executive officers based on financial statements that were subsequently restated. The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement. If such payments would have been

lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.

Director Compensation

The table below shows the compensation paid to our non-employee directors during 2024.

​​​​​​​​​​​​​​​​​​​
​ · ​ · Fees · ​ · ​ · ​ · Nonqualified · ​ · ​ · ​
​ · ​ · ​ · ​ · Earned · ​ · ​ · ​ · ​ · ​ · Non-Equity · ​ · Deferred · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · or Paid · ​ · Stock · ​ · Option · ​ · Incentive Plan · ​ · Compensation · ​ · All other · ​ · ​ · ​
Name · ​ · Year · ​ · in Cash · ​ · Awards · ​ · Awards · ​ · Compensation · ​ · Earnings · ​ · Compensation · ​ · Total
Huibo Deng​2024​$10,000​—​—​—​—​—​$10,000
​​​​​​​​​​​​​​​​​​​
Xiangan Ruan​2024​$1,539​—​—​—​—​—​$1,539
​​​​​​​​​​​​​​​​​​​
Huiping (Catherine) Chen2024​$20,000—————​$20,000
​​​​​​​​​​​​​​​​​​​
Xianggeng Huang2024​$50,000—————​$50,000
​​​​​​​​​​​​​​​​​​​
Adam Eilenberg(1)2024​$18,461—————​$18,461
​​​​​​​​​​​​​​​​​​​
Vladimir Gavrilovic(2)2024​$11,667—————​$11,667

(1)Mr. Adam Eilenberg resigned from his position as Independent Director on December 2, 2024.

(2)Mr. Vladimir Gavrilovic resigned from his position as Independent Director on July 2, 2024.

Timing of Grants of Certain Equity Awards

We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information. During the year ended December 31, 2024, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports. If we grant additional options in the future, it is anticipated that the board of directors and Compensation Committee will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information. We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation Committee Interlocks and Insider Participation

The Company is not required to provide the disclosure required for Compensation Committee Interlocks and Insider Participation under Item 407(e)(4) of Regulation S-K, since it qualifies as a smaller reporting company.

Compensation Committee Report

The Company is not required to provide the disclosure required for Compensation Committee Report under Item 407(e)(5) of Regulation S-K, since it qualifies as a smaller reporting company.

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