Benzinga | Jan 4, 2021 06:04AM EST

Kaixin Auto Holdings Announces Entry into a Definitive Share Purchase Agreement with Shareholders of Haitaoche Limited

Kaixin Auto Holdings ("Kaixin" or the "Company") (NASDAQ:KXIN) today announced that it has entered into a definitive share purchase agreement (the "Share Purchase Agreement") with the shareholders (the "Sellers") of Haitaoche Limited ("Haitaoche") on December 31, 2020.

The Share Purchase Agreement supersedes a binding term sheet between Kaixin and Haitaoche, which was announced on November 5, 2020. Pursuant to the Share Purchase Agreement, Kaixin will acquire 100% of the share capital of Haitaoche from the Sellers (the "Acquisition"). As consideration for the Acquisition, Kaixin will issue an aggregate of 74,035,502 ordinary shares to the Sellers.

Because the Acquisition is a transaction whereby the Company combines with a non-Nasdaq entity resulting in a change of control of the Company, the Company is required is apply for initial listing in connection with the Acquisition pursuant to Rule 5110(a) of the Nasdaq Stock Market. Subject to the approval by Nasdaq and other closing conditions, the Company anticipates that the Acquisition will close by March 31, 2021.

The Company will file a current report on Form 6-K with the Securities Exchange Commission (the "SEC"), which will include as exhibits (i) the Share Purchase Agreement, (ii) Haitaoche's audited consolidated financial statements for the years ended December 2018 and 2019 and unaudited consolidated financial statements for the six months ended June 30, 2020; and (iii) unaudited pro forma condensed combined balance sheet as of June 30, 2020 combining the unaudited consolidated balance sheets of Kaixin and Haitaoche as of June 30, 2020, giving effect to the Acquisition as if it had been consummated as of that date.

Haitaoche is a China-based online retail platform for imported automobiles. With enhanced governmental policy support for new energy vehicles and recent innovative technological development, the auto industry is ushering in an era of major business model breakthroughs and opportunities. Haitaoche is committed to developing into China's leading innovative automotive retail trading platform. Having established good performance record and reputation in the field of import car sales in the past years, Haitaoche is expanding its sales system into the field of electric vehicles. It has reached into cooperation intentions with a number of electric vehicle suppliers to cater to diversified demands of consumer groups. It's also in the process of setting up strategic cooperative arrangements with well-known Chinese automobile manufacturers to design and launch customized electric vehicles in order to tap into the huge potentials of the new automobile market in China, while following and exploring the commercial application of autonomous driving in electric vehicles.

Haitaoche is led by its founders, Mr. Mingjun Lin and Mr. Yun Wu. Mr. Lin was also appointed as Kaixin's acting chief executive office on November 3, 2020.