Cango Inc. (NYSE:CANG) ("Cango" or the "Company"), a leading automotive transaction service platform in China, today announced that it has entered into agreements to purchase on-rack crypto mining machines with an aggregate hashrate of 50 Exahash per second ("EH") for total considerations valued at approximately US$400 million from a group of sellers. The largest seller will be Bitmain Technologies Georgia Limited and Bitmain Development Limited (together, "Bitmain"), a leading manufacturer of digital currency mining servers, and the Company has agreed to purchase from Bitmain on-rack crypto mining machines with an aggregate hashrate of 32EH for a total purchase price of US$256 million in cash (the "Cash-Settled Transaction"). The Company has also agreed to purchase the remaining on-rack crypto mining machines with an aggregate hashrate of 18EH from Golden TechGen Limited ("GT"), a company incorporated under the laws of the British Virgin Islands and wholly owned by Mr. Max HUA ("Mr. Hua"), former chief financial officer of Bitmain and the sole shareholder of GT, and certain other sellers, and will pay the purchase price through issuance of an aggregate of approximately 145,658,192 Class A ordinary shares of the Company (valued at US$144 million) to the sellers in proportion to the aggregate hashrate of the machines to be sold by each seller (the "Share-Settled Transactions", and together with the Cash-Settled Transaction, the "Proposed Transactions").

Upon closing of the Share-Settled Transactions, GT, which is expected to be the largest seller in these transactions, will own no more than 20% of the Company's total outstanding shares, and all the sellers in the Share-Settled Transactions will in the aggregate own approximately 37.8% of the Company's total outstandings shares before any exercise of the warrants described below.  The Company also agreed to grant Mr. Hua the right to nominate and appoint two directors of the Company until Mr. Hua and his affiliates cease to hold more than 5% of the Company's total outstanding shares. If the market capitalization of the Company calculated based on the daily volume-weighted average trading price of the Company's ADSs over any consecutive 30-trading days during the 30-month period after closing of the Share-Settled Transactions reaches US$1,825,000,000 (the "Bonus Triggering Event"), the Company agreed to issue at par value approximately 97,105,461 additional Class A ordinary shares to all the sellers in the Share-Settled Transactions as bonus payment in proportion to the aggregate hashrate of the machines to be sold by each seller, and the Company agreed to issue warrants to the sellers that will allow them to exercise such rights within 3 months after the Bonus Triggering Event.  Furthermore, if the net asset value (after certain adjustments) of the Company's existing business in China is reduced by RMB50 million or more by the end of 2026 as compared to such value as of September 30, 2024 (the "Adjustment Event"), the Company will be required to issue additional Class A ordinary shares to the Sellers based on the reduced amount. While all the Class A ordinary shares will be issued to the sellers in transactions that are not subject to or exempted from the registration requirement of the U.S. Securities Act of 1933, the Company has granted certain registration rights to the sellers with respect to the shares. The Company will seek shareholders' approval to amend its memorandum and articles of association to increase the Company's total authorized share capital as necessary to effect any share issuance, including under the Bonus Triggering Event or Adjustment Event. As the Company's co-founders, Mr. Xiaojun Zhang and Mr. Jiayuan Lin (the "Co-founders"), will continue to own all the Class B ordinary shares of the Company with super-voting power, the Co-founders are expected to continue to own more than two-thirds of the aggregate voting power of the Company's total outstanding shares (assuming full exercise of the warrants described above) and maintain their control over the Company after completion of the Proposed Transactions.