Cango enters $70M securities purchase agreement with founders, EWCL

Cango (CANG) announced that the Company’s co-founders, Xiaojun Zhang andJiayuan Lin and their holding companies have entered into a securities purchase agreement with Enduring Wealth Capital Limited, a company established in the British Virgin Islands, pursuant to which the Sellers will sell an aggregate of 10,000,000 Class B ordinary shares of the Company to EWCL for a total purchase price of $70M. The Company is a party to the Agreement and agreed to undertake certain corporate actions in connection with the Resale Transaction. As previously announced by the Company, EWCL sent a preliminary non-binding letter of intent to the board of directors of the Company on March 14 proposing a series of transactions and changes at the Company. The Company disposed all of its business in the PRC on May 27. The Agreement finalized the terms of the remaining transactions and changes contemplated by the Letter of Intent. Pursuant to the Agreement, in connection with the Resale Transaction, the Company will take necessary corporate actions to ensure that the shares of the Company to be acquired by EWCL from the Sellers will continue to be Class B ordinary shares which are entitled to 20 votes per share, and the Founders will voluntarily convert all of the remaining Class B ordinary shares held by them and their holding companies into Class A ordinary shares of the Company with one vote per share. In addition, the Board and management team of the Company will be restructured in such manner as requested by EWCL conditional upon and effective immediately after closing of the Resale Transaction. If the Company’s acquisitions of on-rack crypto mining machines with an aggregate hashrate of 18 Exahash per second through issuance of Class A ordinary shares as previously announced by the Company are not consummated, EWCL will hold approximately 4.81% of the Company’s total outstanding shares and 50.28% of the total voting power of the outstanding shares of the Company, and the Founders collectively will hold 31.63% of the Company’s total outstanding shares and 16.52% of the total voting power of the outstanding shares of the Company immediately after the consummation of the transactions and changes contemplated by the Agreement. If the Share-Settled Transactions are consummated pursuant to the on-rack sales and purchase agreement dated November 6, 2024, EWCL will hold approximately 2.83% of the Company’s total outstanding shares and 36.81% of the total voting power of the outstanding shares of the Company, and the Founders collectively will hold 18.59% of the Company’s total outstanding shares and 12.09% of the total voting power of the outstanding shares of the Company immediately after the consummated of the Proposed Transactions. As announced on April 3, 2025, the Company expects further amendments to the November 2024 Purchase Agreement; therefore, the abovementioned shareholding and voting power percentages after giving effect to the consummation of the Share-Settled Transactions are subject to further changes. The Company’s execution of the Agreement was approved by the Company’s audit committee and the Board. As contemplated by the Agreement, the Company is required to obtain shareholders’ approval of the corporate actions that the Company will need to take to ensure that the shares to be acquired by EWCL from the Sellers will continue to be Class B ordinary shares with 20 votes per share and to perform the Company’s other obligations under the Agreement, among others. The Company expects to convene an extraordinary shareholders meeting to seek such shareholders’ approval as soon as practicable. Closing of the Proposed Transactions is subject to various closing conditions including, among others, the shareholders’ approval mentioned above.