Haitaoche Limited (Cayman) entered into a binding term sheet to acquire Kaixin Auto Holdings (NasdaqCM:KXIN) from Renren Inc. (NYSE:RENN) and others in a reverse merger transaction on November 3, 2020. Haitaoche Limited (Cayman) entered into a definitive agreement to acquire Kaixin Auto Holdings (NasdaqCM:KXIN) from Renren Inc. (NYSE:RENN) and others in a reverse merger transaction for approximately $210 million on December 31, 2020. Under the terms, Kaixin will issue 74.03 million 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 transaction. Pursuant to the binding term sheet, Haitaoche will contribute its vehicle sales business to the Kaixin as part of the transaction. It also intends to contribute other projects to the Kaixin after the transaction. Chen Ji and Jinfeng Xie resigned from their positions as the Chief Executive Officer and Chief Operating Officer, respectively, effective as of November 3, 2020 and Mingjun Lin, the founder of Haitaoche, has been appointed as the acting Chief Executive Officer. 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. As of December 31, 2020, Mingjun Lin shall have the right to appoint three (3) members of the Purchaser Board, including one (1) independent director, and Renren Inc. shall have the right to appoint two (2) members of the Purchaser Board, including one (1) independent director. Upon the Closing, Lin shall have the right to designate the Chief Executive Officer of the Purchaser to be appointed by the Purchaser Board. The Chief Executive Officer shall appoint other executive officers of the Purchaser.

The closing is subject to customary and certain other conditions, including applicable shareholder and regulatory approvals, all consents and waivers required to be obtained by the Sellers from any Third Party, the Company shall have settled its outstanding debts and other financial obligations to the reasonable satisfaction of the Purchaser, NASDAQ Approval on Listing Application, special resolution of the Purchaser approving the reverse share split for the Purchaser Shares as well as an undertaking by Haitaoche to ensure certain minimum net asset and cash levels at the closing. As of April 15, 2021, Kaixin Auto Holdings received the approval by NASDAQ Stock Market for the acquisition. The transaction is expected to close on March 31, 2021. The transaction is expected to close in May, 2021. Cooley HK acted as legal advisor to Kaixin Auto Holdings.