Kaixin Auto enters binding term sheet for Haitaoche merger

Kaixin Auto announced that it entered into a binding term sheet with Haitaoche. The binding term sheet sets forth the terms and conditions by which Haitaoche will merge with a newly formed wholly-owned subsidiary of Kaixin, with Haitaoche continuing as the surviving entity and a wholly-owned subsidiary of Kaixin. As consideration for the merger, Kaixin will issue a number of ordinary shares of Kaixin to the shareholders of Haitaoche so that the Haitaoche shareholders will collectively hold 51% of Kaixin's share capital upon the closing of the merger. Haitaoche is a China-based e-commerce platform for imported automobiles. The manufacture and distribution of automobiles are undergoing changes in China, which are expected to create new opportunities and business models. Haitaoche strives to become a leading automobile retail platform in China as it plans to expand into electronic vehicles and other business areas. Haitaoche aims to enter into strategic cooperation agreements with multiple electronic vehicle manufacturers in China and serve a wider group of distributors and consumers. Pursuant to the binding term sheet, Haitaoche will contribute its vehicle sales business to the company as part of the merger. It also intends to contribute other projects to the company after the merger. Kaixin and Haitaoche agree to negotiate in good faith to enter into a definitive agreement with respect to the merger. The closing is subject to customary and certain other conditions, including applicable shareholder and regulatory approvals, as well as an undertaking by Haitaoche to ensure certain minimum net asset and cash levels at the closing. Upon the closing, the Haitaoche shareholders will have the right to appoint a majority of Kaixin's directors. Kaixin's current controlling shareholder, Renren, will have the right to appoint the remaining directors and have veto rights on certain major corporate matters.