HONG KONG, June 4, 2025 /PRNewswire/ — Cango Inc., traded on the NYSE under the ticker symbol CANG, declared today the execution of a third revision to their existing sales and acquisition agreement (referred to as the “Third Amendment”). This agreement, originally dated November 6, 2024, involves procuring on-rack cryptocurrency mining equipment capable of a combined 18 Exahash per second. The payment for this equipment will be made by issuing Class A ordinary shares of Cango to the selling parties (termed “Share-Settled Transactions”).
The initial Purchase Agreement was announced on November 6, 2024, followed by modifications on March 26, 2025, and April 3, 2025. This latest Third Amendment further refines the quantity of shares designated for the sellers. This adjustment is based on the most current count of the company’s fully diluted outstanding shares. As a result, the closing will involve the issuance of 146,670,925 Class A ordinary shares, alongside a potential issuance of 97,780,616 bonus shares (“Bonus Shares”) if specific triggering events outlined in the original agreement occur.
The Third Amendment also addresses modifications required due to Cango’s divestiture of its operations within China (“PRC Business Disposal”), finalized on May 27, 2025. The initial Purchase Agreement stipulated that if the net asset value of Cango’s China-based business diminished by RMB50 million or more between September 30, 2024, and the close of 2026, additional shares (“Adjustment Shares”) would be issued to the sellers. The Third Amendment now dictates that these Adjustment Shares will be issued if the total compensation Cango receives from the China business sale falls short by roughly US$7.0 million (or RMB50 million) – this is the “Threshold.” This shortfall might arise from (i) indemnity payments Cango owes to the buyer of the China division, and (ii) any portion of the purchase price the buyer withholds that is ultimately not released to Cango, as detailed in the China Business Disposal agreement. Should this reduction surpass the Threshold, Cango will issue additional shares, calculated based on the amount exceeding the Threshold. If this excess grows over time due to a further increase in the reduced amount, Cango will issue more shares to the sellers.
Upon completion of the Share-Settled Transactions with these revisions (and prior to completing the transactions in the Definitive Agreement described below), Golden TechGen Limited (“GT”), anticipated to be the largest seller, will hold roughly 18.79% of Cango’s total outstanding shares. Collectively, all sellers involved in the Share-Settled Transactions will own around 41.38% of Cango’s total outstanding shares before any Bonus Shares or Adjustment Shares are issued.
Cango publicized on June 2, 2025, a definitive agreement (“Definitive Agreement”) among Cango’s co-founders, Xiaojun Zhang and Jiayuan Lin (the “Founders”), their respective holding companies, Enduring Wealth Capital Limited (“EWCL”), and Cango itself. Pending the completion of the transactions outlined in the Definitive Agreement, and assuming both the Share-Settled Transactions are completed as amended and that no Bonus Shares or Adjustment Shares are issued, EWCL will possess approximately 2.82% of Cango’s total outstanding shares, representing 36.74% of the total voting power. The Founders combined will hold 18.54% of the outstanding shares (12.07% of voting power), while GT will possess 18.79% of the shares (12.23% of the voting power).
Additionally, GT has informed Cango of a change in control. Max Hua, GT’s previous owner, no longer possesses shares in GT. The new shareholding is divided equally, with Ning Wang, Youngil Kim, and Wye Sheng Kong each holding one-third of the total voting power. Ning Wang, a CFA and FRM charterholder, has over 16 years of expertise in equities, fixed income, and digital asset markets, managing diverse investment portfolios at global institutions. Youngil Kim has experience in fintech, strategic planning, and business development, particularly in crypto and blockchain. Wye Sheng Kong has treasury management, wealth planning, banking operations, and financial advisory experience. As per the Third Amendment, Ning Wang, an executive director and shareholder of GT, or a board-approved successor, will assume the director nomination and appointment rights initially granted to Hua by Cango, effective upon the closing of the Share-Settled Transactions.
The Share-Settled Transactions are contingent upon meeting or waiving certain closing conditions. Cango is collaborating with involved parties to finalize these transactions. There is no guarantee that all closing conditions will be fulfilled, nor that the Share-Settled Transactions will be completed by the specified closing date or at all.
About Cango Inc.
Cango Inc. (NYSE: CANG) operates primarily within the Bitcoin mining industry, strategically deploying its operations across North America, the Middle East, South America, and East Africa. Entering the digital asset space in November 2024, Cango aims to leverage advancements in blockchain tech, the increase in digital asset adoption, and diversify its business. Cango also continues to manage an international used car export business through AutoCango.com, simplifying global customer access to high-quality vehicles from China. Additional details are available at www.cangoonline.com.
Safe Harbor Statement
This announcement includes forward-looking statements, protected by the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are identifiable through terms like “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. Cango may also issue similar statements in SEC reports, shareholder reports, press releases, written materials, and oral statements by company representatives. Statements that are not historical facts, including Cango’s beliefs and expectations, are forward-looking. These statements involve inherent risks and uncertainties, and actual results may differ due to various factors, including the finalization, amendment, or reversal of any past, present or proposed transactions. Risks also exist regarding Cango’s goals and strategies, expansion plans, future business development, financial health, operational results, expectations for solution and service demand and market acceptance, and the strength of relationships with dealers, financial institutions, and car buyers. General economic and business conditions can also affect results, as well as assumptions linked to the aforementioned. Detailed information about these and other risks is available in Cango’s SEC filings. All information within this press release and its attachments is current as of the release date. Cango assumes no obligation to update any forward-looking statement unless required by law.
Investor Relations Contact
Yihe Liu
Cango Inc.
Tel: +86 21 3183 5088 ext.5581
Email: [email protected]
Helen Wu
Piacente Financial Communications
Tel: +86 10 6508 0677
Email: [email protected]
SOURCE Cango Inc.