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Cango Inc. – IPO: ‘F-1’ on 6/22/18 – ‘EX-3.1’

On:  Friday, 6/22/18, at 1:01pm ET   ·   Accession #:  1193125-18-200699   ·   File #:  333-225813

Previous ‘F-1’:  None   ·   Next:  ‘F-1/A’ on 7/9/18   ·   Latest:  ‘F-1/A’ on 7/25/18   ·   4 References:   By:  Cango Inc. – ‘20-F’ on 4/26/23 for 12/31/22 By:  Cango Inc. – ‘20-F’ on 4/26/22 for 12/31/21 By:  Cango Inc. – ‘20-F’ on 4/27/21 for 12/31/20 By:  SEC – ‘UPLOAD’ on 7/5/18 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/22/18  Cango Inc.                        F-1                   26:9.1M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement by a Foreign Private Issuer  HTML   2.77M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    295K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     10K 
 4: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     17K 
 5: EX-5.1      Opinion re: Legality                                HTML     14K 
 6: EX-8.1      Opinion re: Tax Matters                             HTML     14K 
 7: EX-8.2      Opinion re: Tax Matters                             HTML     12K 
13: EX-10.11    Material Contract                                   HTML     52K 
14: EX-10.12    Material Contract                                   HTML    147K 
15: EX-10.13    Material Contract                                   HTML    206K 
16: EX-10.14    Material Contract                                   HTML     51K 
17: EX-10.16    Material Contract                                   HTML     88K 
 8: EX-10.3     Material Contract                                   HTML     57K 
 9: EX-10.4     Material Contract                                   HTML     13K 
10: EX-10.5     Material Contract                                   HTML     45K 
11: EX-10.6     Material Contract                                   HTML     51K 
12: EX-10.7     Material Contract                                   HTML     10K 
18: EX-21.1     Subsidiaries                                        HTML     19K 
19: EX-23.1     Consent of Experts or Counsel                       HTML      8K 
20: EX-23.2     Consent of Experts or Counsel                       HTML      8K 
21: EX-23.6     Consent of Experts or Counsel                       HTML     10K 
22: EX-23.7     Consent of Experts or Counsel                       HTML     10K 
23: EX-23.8     Consent of Experts or Counsel                       HTML     10K 
24: EX-99.1     Miscellaneous Exhibit                               HTML     55K 
25: EX-99.2     Miscellaneous Exhibit                               HTML     13K 
26: EX-99.3     Miscellaneous Exhibit                               HTML     48K 

Exhibit 3.1

Execution Version

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF

ASSOCIATION

OF

CANGO INC.

(adopted by a Special Resolution passed on June 15, 2018)

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

CANGO INC.

(adopted by a Special Resolution passed on June 15, 2018)

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THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

CANGO INC.

(adopted by a Special Resolution passed on June 15, 2018)

INTERPRETATION

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COMMENCEMENT OF BUSINESS

ISSUE OF SHARES

PREFERRED SHARES

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Subject to the provisions of the Statute and these Articles (including but not limited to the other requirements of Article 8.4(B)), each Preferred Share held by each of the Major Investors and/or their assigns or transferees (on an as-if-converted basis) shall be entitled to receive, on a pari passu basis, dividends, if declared, out of funds or assets legally available for the payment therefor, prior and in preference to any declaration or payment of any dividend on Series A-2 Preferred Shares, Ordinary Shares, Series B Preferred Shares held by Haitong, Cinda, Boyu, Weijinke and Taihe, and Series C Preferred Shares held by CHJ. Subject to Article 8.4(B), if declared by the Board, each time the amount of dividends distributed shall be not less than twenty percent (20%) of the then total undistributed profit of the Company, and the dividends shall be distributed among all shareholders of the Company according to their respective shareholding percentage in the Company.

Except for an Exempted Distribution, no dividend or distribution, whether in cash, in property, or in any other shares of the Company, shall be declared, paid, set aside or made with respect to the Series A-2 Preferred Shares, Ordinary Shares, Series B Preferred Shares held by Haitong, Cinda, Boyu, Weijinke and Taihe, and Series C Preferred Shares held by CHJ at any time unless (i) all accrued but unpaid dividends on the Preferred Shares held by each of the Major Investors and/or their assigns or transferees set forth in Article 8.1(A) have been paid in full, and (ii) in addition to the dividend declared and paid in accordance with Article 8.1(A), a dividend or distribution is likewise declared, paid, set aside or made, respectively, at the same time with respect to each outstanding Preferred Shares held by each of the Major Investors and/or their assigns or transferees such that the dividend or distribution declared, paid, set aside or made to the holder thereof shall be equal to the dividend or distribution that such holder would have received pursuant to this Article 8.1(B) if such Preferred Shares held by each of the Major Investors and/or their assigns or transferees had been converted into Ordinary Shares immediately prior to the record date for such dividend or distribution, or if no such record date is established, the date such dividend or distribution is made.

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(1) First, the holders of the Series C Preferred Shares shall be entitled to receive for each Series C Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series B Preferred Shares, Series A-3 Preferred Shares, Series A-2 Preferred Shares, Series A-1 Preferred Shares and Ordinary Shares by reason of their ownership of such shares, an amount equal to the sum of (i) one hundred percent (100%) of the applicable Series C Investment Price, and (ii) an interest thereon accrued on daily basis at a simple interest rate of twelve percent (12%) per annum, commencing from the Series C Investment Date and ending on the date when any amounts due and payable in respect of such Series C Preferred Share under this clause shall have been paid in full (the “Series C Preference Amount”). For the avoidance of doubt, the Series C Preference Amount shall not include any declared dividends accrued on the Series C Preferred Shares, regardless of whether paid or unpaid. If the entire assets and funds of the Company legally available for the distribution to the holders of the Series C Preferred Shares shall be insufficient to permit the payment in full of the Series C Preference Amount (as defined above), then such assets and funds of the Company legally available for the distribution to the holders of Series C Preferred Shares shall be distributed ratably among the holders of Series C Preferred Shares in proportion to the aggregate Series C Preference Amount each such holder is otherwise entitled to receive pursuant to this subclause (1).

(2) Second, if there are any assets or funds remaining after the aggregate Series C Preference Amount has been distributed or paid in full to the holders of Series C Preferred Shares pursuant to Articles 8.2(A)(1) above, the holders of the Series B Preferred Shares shall be entitled to receive for each Series B Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series A-3 Preferred Shares, Series A-2 Preferred Shares, Series A-1 Preferred Shares and Ordinary Shares by reason of their ownership of such shares, an amount equal to the sum of (i) one hundred percent (100%) of the applicable Series B Investment Price, and (ii) an interest thereon accrued on daily basis at a simple interest rate of twelve percent (12%) per annum, commencing from the Series B Investment Date (with respect to Taikang, from the Taikang Investment Date) and ending on the date when any amounts due and payable in respect of such Series B Preferred Share under this clause shall have been paid in full (the “Series B Preference Amount”). For the avoidance of doubt, the Series B Preference Amount shall not include any declared dividends accrued on the Series B Preferred Shares, regardless of whether paid or unpaid. If the entire assets and funds of the Company legally available for the distribution to the holders of the Series B Preferred Shares shall be insufficient to permit the payment in full of the Series B Preference Amount (as defined above), then such assets and funds of the Company legally available for the distribution to the holders of Series B Preferred Shares shall be distributed ratably among the holders of Series B Preferred Shares in proportion to the aggregate Series B Preference Amount each such holder is otherwise entitled to receive pursuant to this subclause (2).

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(3) Third, if there are any assets or funds remaining after the aggregate Series C Preference Amount and Series B Preference Amount has been distributed or paid in full to the holders of Series C Preferred Shares and Series B Preferred Shares pursuant to Articles 8.2(A)(1) and Article 8.2(A)(2) above, the holders of the Series A-3 Preferred Shares shall be entitled to receive for each Series A-3 Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series A-2 Preferred Shares, Series A-1 Preferred Shares and Ordinary Shares by reason of their ownership of such shares, the amount equal to the sum of (i) one hundred percent (100%) of the applicable Series A-3 Investment Price, and (ii) an interest thereon accrued on daily basis at a simple interest rate of twelve percent (12%) per annum, commencing from the Series A-3 Investment Date and ending on the date when any amounts due and payable in respect of such Series A-3 Preferred Share under this clause shall have been paid in full (the “Series A-3 Preference Amount”). For the avoidance of doubt, the Series A-3 Preference Amount shall not include any declared dividends accrued on the Series A-3 Preferred Shares, regardless of whether paid or unpaid. If the assets and funds thus distributed among the holders of the Series A-3 Preferred Shares shall be insufficient to permit the payment in full to such holders of the Series A-3 Preference Amount, then the assets and funds of the Company legally available for distribution to the holders of Series A-3 Preferred Shares shall be distributed ratably among the holders of Series A-3 Preferred Shares in proportion to the aggregate Series A-3 Preference Amount each such holder is otherwise entitled to receive pursuant to this subclause (3).

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(4) Fourth, if there are any assets or funds remaining after the aggregate Series C Preference Amount, Series B Preference Amount and Series A-3 Preference Amount has been distributed or paid in full to the holders of Series C Preferred Shares, Series B Preferred Shares and Series A-3 Preferred Shares pursuant to Articles 8.2(A)(1), 8.2(A)(2) and 8.2(A)(3) above, the holders of the Series A-1 Preferred Shares shall be entitled to receive for each Series A-1 Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series A-2 Preferred Shares and Ordinary Shares by reason of their ownership of such shares, the amount equal to the sum of (i) one hundred percent (100%) of the applicable Series A-1 Investment Price, and (ii) an interest thereon accrued on daily basis at a simple interest rate of twelve percent (12%) per annum, commencing from the Series A-1 Investment Date and ending on the date when any amounts due and payable in respect of such Series A-1 Preferred Share under this clause shall have been paid in full ( the “Series A-1 Preference Amount”, together with the Series A-3 Preference Amount, the Series B Preference Amount and the Series C Preference Amount, the “Preference Amount”). For the avoidance of doubt, the Series A-1 Preference Amount shall not include any declared dividends accrued on the Series A-1 Preferred Shares, regardless of whether paid or unpaid. If the assets and funds thus distributed among the holders of the Series A-1 Preferred Shares shall be insufficient to permit the payment in full to such holders of the Series A-1 Preference Amount, then the assets and funds of the Company legally available for distribution to the holders of Series A-1 Preferred Shares shall be distributed ratably among the holders of Series A-1 Preferred Shares in proportion to the aggregate Series A-1 Preference Amount each such holder is otherwise entitled to receive pursuant to this subclause (4).

(5) If there are any assets or funds remaining after the Preference Amount has been distributed or paid in full to the applicable holders of Series C Preferred Shares, Series B Preferred Shares, Series A-3 Preferred Shares and Series A-1 Preferred Shares pursuant to subclauses (1), (2), (3) and (4) above, the remaining assets and funds of the Company available for distribution to the Members shall be distributed ratably among all Members (including the holders of Preferred Shares) according to the relative number of Ordinary Shares held by such Member on an as if converted basis.

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(1) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution;

(2) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and

(3) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator or, in the case of any proposed distribution in connection with a Deemed Liquidation Event, by the Board (including the affirmative votes from all Investor Directors);

provided further that the method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (1), (2) or (3) to reflect the fair market value thereof as determined in good faith by the liquidator or, in the case of any proposed distribution in connection with a Deemed Liquidation Event, by the Board (including the affirmative votes from all Investor Directors) so long as such determination applies in a consistent manner to assets distributed to all Members.

Regardless of the foregoing, any Major Investor shall have the right to challenge any determination by the Board of value pursuant to this Article 8.2(C), in which case the determination of value shall be made by an independent appraiser selected jointly by the liquidator or the Board (including the affirmative votes from all Investor Directors), as applicable, and the challenging parties, with the cost of such appraisal to be borne equally by the Company and the challenging parties.

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The holders of the Preferred Shares shall have the rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares:

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(1) Except as provided in Articles 8.3(D)(2) and 8.3(D)(3) below, before any holder of any Preferred Shares shall be entitled to convert the same into Ordinary Shares, such holder shall surrender the certificate or certificates therefor (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor) at the office of the Company or of any transfer agent for such share to be converted and shall give notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of applicable Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such notice and such surrender of the Preferred Shares to be converted, and the Register of Members shall be updated accordingly to reflect the same, and the Person or Persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date.

(2) If the conversion is in connection with an underwritten public offering of securities, the conversion will be conditioned upon the closing with the underwriter(s) of the sale of securities pursuant to such offering and the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall not be deemed to have converted the applicable Preferred Shares until immediately prior to the closing of such sale of securities.

(3) Upon the occurrence of an event of Automatic Conversion, all applicable holders of Preferred Shares to be automatically converted will be given at least ten (10) days’ prior written notice of the date fixed (which date shall in the case of an applicable Qualified IPO be the latest practicable date immediately prior to the closing of the applicable Qualified IPO) and the place designated for automatic conversion of all such Preferred Shares pursuant to this Article 8.3(D). Such notice shall be given pursuant to Articles 108 through 112 to each record holder of such Preferred Shares at such holder’s address appearing on the Register of Members. On or before the date fixed for conversion, each holder of such Preferred Shares shall surrender the applicable certificate or certificates (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor) for all such shares to the Company at the place designated in such notice. On the date fixed for conversion, the Company shall promptly effect such conversion and update its Register of Members to reflect such conversion, and all rights with respect to such Preferred Shares so converted will terminate, with the exception of the right of a holder thereof to receive the Ordinary Shares issuable upon conversion of such Preferred Shares, and upon surrender of the certificate or certificates therefor (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor), to receive certificates (if applicable) for the number of Ordinary Shares into which such Preferred Shares have been converted. All certificates evidencing such Preferred Shares shall, from and after the date of conversion, be deemed to have been retired and cancelled and the Preferred Shares represented thereby converted into Ordinary Shares for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date.

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(4) The Company may effect the conversion of Preferred Shares in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Company may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of its capital.

(5) No fractional Ordinary Shares shall be issued upon conversion of any Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall at the discretion of the Board of Directors either (i) pay cash equal to such fraction multiplied by the fair market value for the applicable Preferred Share as determined and approved by the Board of Directors in good faith, or (ii) issue one whole Ordinary Share for each fractional share to which the holder would otherwise be entitled.

(6) Upon conversion, all declared but unpaid share dividends on the applicable Preferred Shares shall be paid in shares and all declared but unpaid cash dividends on the applicable Preferred Shares shall be paid either in cash or by the issuance of a number of further Ordinary Shares equal to the value of such cash amount, at the option of the holders of the applicable Preferred Shares.

(1) Adjustment for Share Splits and Combinations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price in effect immediately prior to such subdivision with respect to each Preferred Share shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination with respect to each Preferred Share shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

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(2) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution solely to the holders of Ordinary Shares payable in additional Ordinary Shares, the Conversion Price then in effect with respect to each Preferred Share shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (i) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (ii) that no such adjustment shall be made if the holders of the applicable series of Preferred Shares simultaneously receive a dividend or other distribution of shares of Ordinary Shares in a number equal to the number of shares of Ordinary Shares as they would have received if all outstanding shares of such series of Preferred Shares had been converted into Ordinary Shares on the date of such event.

(3) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or files a record date for the determination of holders of Ordinary Shares entitled to receive any distribution payable in securities or assets of the Company other than Ordinary Shares, then and in each such event provision shall be made so that the holders of Preferred Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Preferred Shares been converted into Ordinary Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such period, subject to all other adjustment called for during such period under this Clause 8.3(E)(2) with respect to the rights of the holders of the Preferred Shares.

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(4) Adjustments for Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a liquidation in Article 8.2(B)), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such shares would have received in connection with such event had the relevant Preferred Shares been converted into Ordinary Shares immediately prior to such event.

(a) Special Definition. For purpose of this Article 8.3(E)(5), the following definitions shall apply:

(i) “Options” mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities.

(ii) “Convertible Securities” shall mean any indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.

(iii) “New Securities” shall mean all Ordinary Shares issued (or, pursuant to Article 8.3(E)(5)(c), deemed to be issued) by the Company after the date on which these Articles are adopted, other than the following issuances (collectively, the “Excepted Issuances”):

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(b) No Adjustment of Conversion Price. No adjustment in the Conversion Price with respect to any Preferred Share shall be made in respect of the issuance of New Securities unless the consideration per Ordinary Share (determined pursuant to Article 8.3(E)(5)(e) hereof) for the New Securities issued or deemed to be issued by the Company is less than such Conversion Price in effect immediately prior to such issuance, as provided for by Article 8.3(E)(5)(d). No adjustment or readjustment in the Conversion Price with respect to any Preferred Share otherwise required by this Article 8.3 shall affect any Ordinary Shares issued upon conversion of any applicable Preferred Share prior to such adjustment or readjustment, as the case may be.

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(c) Deemed Issuance of New Securities. In the event the Company at any time or from time to time after the applicable Preferred Share Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series or class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number for anti-dilution adjustments) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which New Securities are deemed to be issued:

(i) no further adjustment in the Conversion Price with respect to any Preferred Share shall be made upon the subsequent issue of Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(ii) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Company, or change in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the then effective Conversion Price with respect to any Preferred Share computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such change becoming effective, be recomputed to reflect such change insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(iii) no readjustment pursuant to Article 8.3(E)(5)(c)(ii) shall have the effect of increasing the then effective Conversion Price with respect to any Preferred Share to an amount which exceeds the Conversion Price with respect to such Preferred Share that would have been in effect had no adjustments in relation to the issuance of the Options or Convertible Securities as referenced in Article 8.3(E)(5)(c)(ii) been made;

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(iv) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that have not been exercised, the then effective Conversion Price with respect to any Preferred Share computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustment based thereon shall, upon such expiration, be recomputed as if:

(v) if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the Conversion Price with respect to any Preferred Share which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the Conversion Price with respect to such Preferred Share shall be adjusted pursuant to this Article 8.3(E)(5)(c) as of the actual date of their issuance.

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(d) Adjustment of the Conversion Price upon Issuance of New Securities. Subject to the Article 8.4(B) hereof, in the event of an issuance of New Securities, at any time after the applicable Preferred Share Issue Date, for a consideration per Ordinary Share or Preferred Share received by the Company (net of any selling concessions, discounts or commissions) (the “New Price”) less than the applicable Conversion Price with respect to any Series A-1 Preferred Share and/or Series A-3 Preferred Share and/or Series B Preferred Share and/or Series C Preferred Share in effect immediately prior to such issue, then and in such event, the applicable Conversion Price with respect to such Series A Preferred Share and/or Series B Preferred Share and/or Series C Preferred Share shall be reduced, concurrently with such issue, to such New Price.

(e) Determination of Consideration. For purposes of this Article 8.3(E)(5), the consideration received by the Company for the issuance of any New Securities shall be computed as follows:

(i) Cash and Property. Such consideration shall:

(1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends and excluding any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance of any New Securities;

(2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined and approved in good faith by the Board of Directors (so long as such approval includes the approval of all the Investor Directors); provided, however, that no value shall be attributed to any services performed by any employee, officer or director of any Group Company;

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(3) in the event New Securities are issued together with other Shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received which relates to such New Securities, computed as provided in clauses (1) and (2) above, as reasonably determined in good faith by the Board of Directors, including the consent of all the Investor Directors.

(ii) Options and Convertible Securities. The consideration per Ordinary Share received by the Company for New Securities deemed to have been issued pursuant to Article 8.3(E)(5)(c) hereof relating to Options and Convertible Securities, shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities (determined in the manner described in paragraph (i) above), plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by (y) the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(6) Other Dilutive Events. In case any event shall occur as to which the other provisions of this Article 8.3(E) are not strictly applicable, but the failure to make any adjustment to the Conversion Price with respect to any Preferred Share, would not fairly protect the conversion rights of the holders of such Preferred Shares in accordance with the essential intent and principles hereof, then the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Article 8.3(E), necessary to preserve, without dilution, the conversion rights of the holders of such Preferred Shares.

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(7) No Impairment. The Company will not, by amendment of these Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article 8.3 and in the taking of all such action as may be necessary or appropriate to protect the conversion rights of the holders of Preferred Shares against impairment.

(8) Certificate of Adjustment. In the case of any adjustment or readjustment of the Conversion Price with respect to any Preferred Share, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall deliver such certificate by notice to each registered holder of such Preferred Shares at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any New Securities issued or sold or deemed to have been issued or sold, (ii) the number of New Securities issued or sold or deemed to be issued or sold, (iii) the Conversion Price with respect to such Preferred Share, in effect before and after such adjustment or readjustment, and (iv) the type and number of Equity Securities of the Company, and the type and amount, if any, of other property which would be received upon conversion of such Preferred Shares after such adjustment or readjustment.

(9) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment set forth in this Article 8.3(E), the Company shall give notice to the holders of the relevant Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price with respect to the relevant Preferred Share, and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the relevant Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

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(10) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, in addition to such other remedies as shall be available to the holders of Preferred Shares, the Company and its Members will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

(11) Notices. Any notice required or permitted pursuant to this Article 8.3 shall be given in writing and shall be given in accordance with Articles 108 through 112.

(12) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of the Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which such Preferred Shares so converted were registered.

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(i) any merger, amalgamation, division, consolidation, or reorganization, liquidation, dissolution, cessation of business, winding up or Deemed Liquidation Event of any Group Company, any Transfer (as defined in the Right of First Refusal and Co-Sale Agreement) of any Equity Securities of any Group Company (other than the Company) or all or sustainably all assets or goodwill of any Group Company, any change to or restructuring on the capital structure of any Group Company, or any dilution of the shareholding percentage of the Company in any other Group Companies, any other matter involving a change of Control of any Group Companies;

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(ii) any amendment or modification to any of the Charter Documents of the Company, any Major Group Company and Special Group Company (as defined in the Shareholders Agreement);

(iii) except for the issuance of Equity Securities or options by the Company pursuant to the ESOP Plan (as defined in the Shareholders Agreement) and in compliance with Section 12.9 of the Shareholders Agreement, any action that changes the capital structure of any Company, Major Group Company or Special Group Company, including but without limitation any increase or decrease of the authorized capital or the registered capital, the issuance of any new Equity Securities, convertible securities, bonds, notes, warrants, options, any redemption of shares or other actions which may directly or indirectly dilute the shareholding percentage of any Major Investor in the Company, or any action which may directly or indirectly dispose or dilute the interests of the Company in any Major Group Companies or Special Group Companies;

(iv) any sale or issuance of any Equity Securities, bonds, notes, warrants or options by the Company, the Major Group Companies and/or the Special Group Companies (except for the issuance of Equity Securities or options by the Company pursuant to the ESOP Plan and in compliance with Section 12.9 of the Shareholders Agreement); any purchase of any Equity Securities, bonds, notes, warrants or options of any other Persons by the Company, the Major Group Companies and/or the Special Group Companies;

(v) any public offering of any Equity Securities of the Company, the Major Group Companies and/or the Special Group Companies (including the determination of the plan, time, valuation, gross proceeds, stock exchange, and the underwriters therefor);

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(vi) any action, dispute, claim, litigation, arbitration or other legal proceedings initiated by any Principal, any Principal Holding Company or any Group Companies which may directly or indirectly affect the interests of the applicable Major Investors in the Group Companies (except for those (x) occurring in the ordinary course of the business of the Group Companies or (y) initiated by such Principal, Principal Holding Company or Group Companies for purposes of enforcing their rights, privileges or remedies pursuant to any of the Transaction Documents in accordance with their terms);

(vii) any termination, modification or waiver of, or amendment to, any Control Documents;

(viii) any amendment or change to or removal of the rights, preferences, privileges, powers, or provisions in favor of any Investor, or creation of any limitations thereon;

(ix) any actions that grant any other Shareholder the rights, preferences, privileges, or powers senior to or on a parity with those granted to the Major Investors as to liquidation, dividend and asset distribution preference.

Notwithstanding anything else to the contrary contained herein or in the Charter Documents of any other Group Company or in the Shareholders Agreement, in the absence of the affirmative vote of each of the Major Investors, none of the Company or its representatives shall have the right to take, or permit the Company or any applicable Group Company to take, approve, authorize, or agree or commit to do any matter listed in this Article 8.4(B)(2)(a), otherwise the relevant shareholder resolution or Board resolution and any action taken by the Company or any applicable Group Company or their respective representatives with respect to such matters shall be void, and be considered a material breach of the Transaction Documents by the Principals, Principal Holding Companies, the Partnerships and the Group Companies.

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If on the Series C Redemption Closing Date, the number of Redeemed Series C Shares that could be legally redeemed by the Company in light of the assets and funds available to the Company or otherwise is less than the number of such Redeemed Series C Shares requested to be redeemed on that day pursuant to this Article 8.5, then (i) the number of such Redeemed Series C Shares held by the Redeeming Series C Holders then redeemed shall be in proportion to the aggregate Series C Redemption Price each such Redeeming Series C Holder is otherwise entitled to receive pursuant to this Article 8.5, and (ii) the remaining Redeemed Series C Shares which shall have been redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. Without limiting any rights of each Redeeming Series C Holder set forth in this Article, or are otherwise available under the applicable laws, any Series C Preferred Shares subject to redemption hereunder with respect to which the Company has become obligated, but failed to pay the Series C Redemption Price in full, shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Redeeming Series C Holder had prior to the Series C Redemption Closing Date, until the Series C Redemption Price and all other redemption payments (including without limitation any dividend and other distribution, if any) accrued after the Series C Redemption Closing Date have been paid in full with respect to such Redeemed Series C Shares.

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If on the Series B Redemption Closing Date, the number of Redeemed Series B Shares that could be legally redeemed by the Company in light of the assets and funds available to the Company or otherwise is less than the number of such Redeemed Series B Shares requested to be redeemed on that day pursuant to this Article 8.5, then (i) the number of such Redeemed Series B Shares held by the Redeeming Series B Holders then redeemed shall be in proportion to the aggregate Series B Redemption Price each such Redeeming Series B Holder is otherwise entitled to receive pursuant to this Article 8.5, and (ii) the remaining Redeemed Series B Shares which shall have been redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. Without limiting any rights of each Redeeming Series B Holder set forth in this Article, or are otherwise available under the applicable laws, any Series B Preferred Shares subject to redemption hereunder with respect to which the Company has become obligated, but failed to pay the Series B Redemption Price in full, shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Redeeming Series B Holder had prior to the Series B Redemption Closing Date, until the Series B Redemption Price and all other redemption payments (including without limitation any dividend and other distribution, if any) accrued after the Series B Redemption Closing Date have been paid in full with respect to such Redeemed Series B Shares.

If on the Series A-3 Redemption Closing Date, the number of Redeemed Series A-3 Shares that could be legally redeemed by the Company in light of the assets and funds available to the Company or otherwise is less than the number of such Redeemed Series A-3 Shares requested to be redeemed on that day pursuant to this Article 8.5, then the remaining Redeemed Series A-3 Shares which shall have been redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. Without limiting any rights of the Redeeming Series A-3 Holder set forth in this Article, or are otherwise available under the applicable laws, any Series A-3 Preferred Shares subject to redemption hereunder with respect to which the Company has become obligated but failed to pay in full the Series A-3 Redemption Price, shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series A-3 Preferred Shares had prior to the Series A-3 Redemption Closing Date, until the Series A-3 Redemption Price and all other redemption payments (including without limitation any dividend and other distribution, if any) accrued after the Series A-3 Redemption Closing Date have been paid in full with respect to such Redeemed Series A-3 Shares.

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If on the Series A-1 Redemption Closing Date, the number of Redeemed Series A-1 Shares that could then be legally redeemed by the Company in light of the assets and funds available to the Company or otherwise is less than the number of such Redeemed Series A-1 Shares requested to be redeemed on that day pursuant to this Article 8.5, then the remaining Redeemed Series A-1 Shares which shall have been redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so. Without limiting any rights of the Redeeming Series A-1 Holder set forth in this Article, or are otherwise available under the applicable laws, any Series A-1 Preferred Shares subject to redemption hereunder with respect to which the Company has become obligated but failed to pay in full the Series A-1 Redemption Price, shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to accrue dividends) which such Series A-1 Preferred Shares had prior to the Series A-1 Redemption Closing Date, until the Series A-1 Redemption Price and all other redemption payments (including without limitation any dividend and other distribution, if any) accrued after the Series A-1 Redemption Closing Date have been paid in full with respect to such Redeemed Series A-1 Shares.

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(1) to be present, in person or by proxy, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and the presence of the number of votes necessary for the effectiveness of any shareholder resolutions;

(2) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the Company as to which it has beneficial ownership in favor of such transaction and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such transaction; and

(3) to execute and deliver all related documentation and take such other action in support of the transaction as shall reasonably be requested by such Redeeming Holder.

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ORDINARY SHARES

REGISTER OF MEMBERS

FIXING RECORD DATE

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CERTIFICATES FOR SHARES

TRANSFER OF SHARES

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REDEMPTION AND REPURCHASE OF SHARES

VARIATION OF RIGHTS OF SHARES

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COMMISSION ON SALE OF SHARES

NON-RECOGNITION OF INTERESTS

TRANSMISSION OF SHARES

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AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND

ALTERATION OF CAPITAL

REGISTERED OFFICE

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GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

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PROCEEDINGS AT GENERAL MEETINGS

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VOTES OF MEMBERS

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PROXIES

CORPORATE MEMBERS

SHARES THAT MAY NOT BE VOTED

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APPOINTMENT OF DIRECTORS; OBSERVERS

63.2 Series A-3 Investor and Series A-2 Investor shall jointly have the right to appoint and remove one (1) observer (the “PV Observer”) to the Board (and any subcommittee thereunder (if any)), and, to the extent none of the Directors is nominated or appointed by Didi, Links Advance shall have the right to appoint and remove one (1) observer (the “Didi Observer”, together with the PV Observer, collectively the “Observers” and each, an “Observer”) to the Board (and any subcommittee thereunder (if any)). Each Observer is entitled to attend all meetings of the Board and all subcommittees of the Board (if any) and make statements on such meetings, in a nonvoting observer capacity. The Company shall give each Observer copies of all notices, minutes, consents, and other materials that the Company provides to the Directors at the same time and in the same manner as provided to such Directors; provided, however, that the Observer shall agree to hold in confidence all information so provided pursuant to the applicable Laws of Cayman Islands and the Transaction Documents. To avoid any doubt, if any matter was approved by the Board by a written resolution without holding a Board meeting, then each Observer is entitled to receive copies of all materials in the same manner as provided to the Directors. For the avoidance of doubt, in any event the Series A-3 Investor or its Affiliate transfers all the Equity Securities it held in the Company and assigns such right to appoint the PV Observer to any third party transferee other than its Affiliates, then the Series A-2 Investor shall not have the right to jointly appoint the PV Observer to the Board or subcommittees of the Board (if any).

POWERS OF DIRECTORS

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VACATION OF OFFICE AND REMOVAL OF DIRECTOR

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PROCEEDINGS OF DIRECTORS

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PRESUMPTION OF ASSENT

DIRECTORS’ INTERESTS

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MINUTES

DELEGATION OF DIRECTORS’ POWERS

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NO MINIMUM SHAREHOLDING

REMUNERATION OF DIRECTORS

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SEAL

DIVIDENDS, DISTRIBUTIONS AND RESERVE

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CAPITALIZATION

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BOOKS OF ACCOUNT

AUDIT

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NOTICES

WINDING UP

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INDEMNITY

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FINANCIAL YEAR

TRANSFER BY WAY OF CONTINUATION

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Dates Referenced Herein

This ‘F-1’ Filing		Date		Other Filings
		12/31/22		None on these Dates
		12/31/18
Filed on:		6/22/18
		6/15/18
		6/4/18
		3/23/18
		3/8/18
		1/19/18
		9/1/17
		5/11/17
				List all Filings

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4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/23 Cango Inc. 20-F 12/31/22 132:15M Donnelley … Solutions/FA 4/26/22 Cango Inc. 20-F 12/31/21 122:15M Donnelley … Solutions/FA 4/27/21 Cango Inc. 20-F 12/31/20 128:15M Donnelley … Solutions/FA 7/05/18 SEC UPLOAD¶ 8/22/18 1:138K Cango Inc.

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Filing Submission 0001193125-18-200699   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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