Kaixin Holdings (KXIN)

[tw0122]

On December 2, 2025, Kaixin Holdings (“Kaixin” or “the Company”), Zhejiang Kaixin Auto Co., Ltd. (the “Purchaser”), a wholly owned subsidiary of the Company, the sole shareholder (the “Seller”) of the Target Company (as defined below) and Escrow Agent (as defined below) entered into a securities purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Purchaser agreed to acquire the entire equity interest (the “Sale Shares”) in Zhejiang Ordinary Smile Auto Sales Co., Ltd. (the “Target Company”), in return, the Company agreed to issue up to an aggregate of $15 million newly issued Class A ordinary shares to the Seller as consideration (the “Consideration Shares”), which shall be held in escrow and be released subject to a five-year-performance targets as set forth in the Purchase Agreement. Upon completion, the Target Company will become an indirect wholly owned subsidiary of the Company. The Target Company is a company incorporated in People’s Republic of China and engages in automobile wholesale and retail business.  In connection with the Purchase Agreement, the Company, the Purchaser, the Seller and AUTOA2A, LTD., a company incorporated in the British Virgin Islands (the “Escrow Agent”), entered into an escrow agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, the Escrow Agent was appointed by both of the Purchaser and the Seller to maintain and operate an escrow account. The Consideration Shares will be deposited into the escrow account by the Company and released in five tranches subject to five-year performance targets as set forth: Performance Targets  December 1, 2025 to November 30, 2026, the Target Company shall generate audited revenue of not less than RMB 665,000,000. December 1, 2026 to November 30, 2027, the Target Company shall generate audited revenue of not less than RMB 732,000,000. December 1, 2027 to November 30, 2028, the Target Company shall generate audited revenue of not less than RMB 805,000,000. December 1, 2028 to November 30, 2029, the Target Company shall generate audited revenue of not less than RMB 885,000,000. December 1, 2029 to November 30, 2030, the Target Company shall generate audited revenue of not less than RMB 974,000,000. During the five-year-performance assessment period, the Seller shall be entitled to receive dividends declared by the Company and vote rights. The Consideration Shares are subject to adjustment. If the Seller fails to meet the agreed performance target in any assessment period, the number of shares released for such period (one-fifth of the Consideration Shares) will be deducted according to an agreed formula. Such deducted Consideration Shares will be cancelled by the Company. Conversely, if in any assessment period the Seller exceeds the performance target by more than 50%, such excess revenue can be credited to offset prior shortfalls in any previous performance assessment period. Copies of the Purchase Agreement and the Escrow Agreement are attached as Exhibits 99.1 and 99.2 herein respectively, to this Current Report on Form 6-K. The foregoing descriptions of the Purchase Agreement, the Escrow Agreement and the transaction contemplated thereby do not purport to be complete and are qualified in their entirety by reference to Exhibits 99.1 and 99.2 to this Current Report on Form 6-K, respectively, and incorporated by reference herein. This content does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.