Kaixin Holdings 6-K, filed Aug 13, 2024

Kaixin Holdings (KXIN)

6-K 2024-08-13 For: 2024-08-13

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Added on April 11, 2026

About this 6-K

Kaixin Holdings filed this 6-K on August 13, 2024.

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Exhibit		Description
99.1		Press Release: Kaixin Holdings to Hold Extraordinary General Meeting on October 1, 2024
99.2		Notice of Extraordinary General Meeting and Proxy Statement (Form of Proxy included as Appendix A)

Date: August 13, 2024	Kaixin Holdings

	By:	/s/ Yi Yang
	Name:	Yi Yang
	Title:	Chief Financial Officer

/s/Mingjun Lin
Mingjun Lin
Chairman of the Board of Directors
Dated: August 13, 2024

		IF YOU DECIDE TO VIEW THE PROXY MATERIALS AND SUBMIT YOUR PROXY FORM ONLINE,
		Step 1: Go to https://www.transhare.com, click on Vote Your Proxy tab
		Step 2: To view or download the proxy materials of the Company, click on the link that describes the material you wish to view or download. For example, to view or download the Proxy Card, click on the “Proxy Card” link.
		Step 3: To submit your proxy form online, click on the designated link and follow the on-screen instructions. YOU MAY SUBMIT ONLINE UNTIL 10:00 am, Beijing Time, on September 29, 2024.

	By order of the Board of Directors

Date: August 13, 2024	/s/ Mingjun Lin
	Mingjun Lin
	Chairman of the Board of Directors

	a)	(i) every 16 issued and unissued Class A ordinary shares of a par value of US$0.00075 each in the authorised share capital of the Company be consolidated into 1 consolidated Class A ordinary share of a par value of US$0.012 each, and every 16 issued and unissued Class B ordinary shares of a par value of US$0.00075 each in the share capital of the Company be consolidated into 1 consolidated Class B ordinary share of a par value of US$0.012 each respectively (the "Share Consolidation"), such that, immediately following the Share Consolidation, the authorised share capital of the Company is “US$6,500,000 divided into (a) 538,449,600 Class A ordinary shares of a par value of US$0.012 each, (b) 3,200,000 Class B ordinary shares of a par value of US$0.012 each, (c) 6,000 Series A convertible preferred shares of a par value of US$0.0001 each, (d) 6,000 Series D convertible preferred shares of a par value of US$0.0001 each, (e) 50,005 Series F convertible preferred shares of a par value of US$0.00005 each, (f) 50,000 Series G convertible preferred shares of a par value of US$0.00075 each, (g) 50,000 Series H convertible preferred shares of a par value of US$0.00075 each, (h) 50,000 Series I convertible preferred shares of a par value of US$0.00075 each, (i) 50,000 Series J convertible preferred shares of a par value of US$0.00075 each, and (j) 68,133 Series K convertible preferred shares of a par value of US$0.00075 each”;

		(ii) no fractional shares will be issued in connection with the Share Consolidation and, in the event that a Shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation, the number of shares to be received by such Shareholder will be rounded up to one ordinary share in lieu of the fractional share that would have resulted from the Share Consolidation; and

Resolutions	For	Against	Abstain
1.     It is resolved as an ordinary resolution that the authorised share capital of the Company be increased from “US$500,000 divided into (a) 660,461,733 Class A ordinary shares of a par value of US$0.00075 each, (b) 6,000,000 Class B ordinary shares of a par value of US$0.00075 each, (c) 6,000 Series A convertible preferred shares of a par value of US$0.0001 each, (d) 6,000 Series D convertible preferred shares of a par value of US$0.0001 each, (e) 50,005 Series F convertible preferred shares of a par value of US$0.00005 each, (f) 50,000 Series G convertible preferred shares of a par value of US$0.00075 each, (g) 50,000 Series H convertible preferred shares of a par value of US$0.00075 each, (h) 50,000 Series I convertible preferred shares of a par value of US$0.00075 each, and (i) 50,000 Series J convertible preferred shares of a par value of US$0.00075 each” to “US$6,500,000 divided into (a) 8,660,461,733 Class A ordinary shares of a par value of US$0.00075 each, (b) 6,000,000 Class B ordinary shares of a par value of US$0.00075 each, (c) 6,000 Series A convertible preferred shares of a par value of US$0.0001 each, (d) 6,000 Series D convertible preferred shares of a par value of US$0.0001 each, (e) 50,005 Series F convertible preferred shares of a par value of US$0.00005 each, (f) 50,000 Series G convertible preferred shares of a par value of US$0.00075 each, (g) 50,000 Series H convertible preferred shares of a par value of US$0.00075 each, (h) 50,000 Series I convertible preferred shares of a par value of US$0.00075 each, and (i) 50,000 Series J convertible preferred shares of a par value of US$0.00075 each” by the creation of an additional 8,000,000,000 Class A ordinary shares of a par value of US$0.00075 each.

	3	A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to view the proxy materials and submit your completed proxy form online.

		IF YOU DECIDE TO VIEW THE PROXY MATERIALS AND SUBMIT YOUR PROXY FORM ONLINE,

	"Affiliate"		with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person; For purposes of these Articles, except as otherwise expressly provided herein, when used with respect to any Person, "control" means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "affiliated", "controlling" and "controlled" have meanings correlative to the foregoing;

	"applicable law"		includes the Act and Statutes, the rules and regulations of the Designated Stock Exchange, and any rules and regulations of the United States Securities and Exchange Commission that may apply to the Company by virtue of its trading on the Designated Stock Exchange, or of any other jurisdiction in which the Company is offering securities;

	"Articles"		these ~~Fifth~~ Sixth Amended and Restated Articles of Association of the Company as amended from time to time;

	"Board" and "Board of Directors" and "Directors"		the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

	"Business Day"		a day (excluding Saturdays or Sundays), on which banks in Hong Kong, Beijing, Shanghai and New York are open for general banking business throughout their normal business hours;

	"capital"		the share capital from time to time of the Company;

	"Chairman"		the chairman of the Board of Directors;

	"Change of Control Event"		with respect to a Person, the occurrence of any of the following, whether in a single transaction or in a series of related transactions: (A) an amalgamation, arrangement, merger, consolidation, scheme of arrangement or similar transaction (i)in which such Person is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which such Person is incorporated or (ii)as result of which the holders of the voting securities of such Person do not hold more than 50% of the combined voting power of the voting securities of the surviving entity, or (B)sale, transfer or other disposition of all or substantially all of the assets of such Person (including without limitation in a liquidation, dissolution or similar proceeding);

	"Class A Ordinary Shares"		means Ordinary Shares of a par value of US$~~0.00075~~ 0.012 each in the capital of the Company, designated as Class A Ordinary Shares and having the rights, benefits and privileges provided for in these Articles;

	"Class B Ordinary Shares"		means Ordinary Shares of a par value of US$~~0.00075~~ 0.012 each in the capital of the Company, designated as Class B Ordinary Shares and having the rights, benefits and privileges provided for in these Articles;

	"Companies Act" and "Act"		the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Act is referred to, the reference is to that provision as amended by any law for the time being in force;

	"Company"		Kaixin Holdings, a Cayman Islands exempted company limited by shares;

	"Company’s website"		the website of the Company, the address or domain name of which has been notified to Members;

	"debenture" and "debenture holder"		a debenture and debenture holder(s)respectively, as those terms are defined in the rules of the Designated Stock Exchange;

	"Designated Stock Exchange"		the Nasdaq Stock Market or any other stock exchange on which the Company’s Ordinary Shares are listed for trading;

	"Dividend"		shall include bonus issues of shares or other securities of the Company and distributions permitted by the Act to be categorised as dividends;

	"electronic"		the meaning given to it in the Electronic Transactions Act (As Revised) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force;

	"electronic communication"		electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

	"month"		a calendar month;

	"Ordinary Resolution"		a resolution:

			(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organisation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of the Company; or

			(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

	"Ordinary Share"		means a Class A Ordinary Share or a Class B Ordinary Share;

	"ordinary shares"		the Ordinary Shares, collectively or any of them;

	"paid up"		paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

	"Person"		any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

	"Register of Members"		the register kept by the Company in accordance with the Companies Act;

	"Seal"		the Common Seal of the Company (if adopted) including any facsimile thereof;

	"secretary"		the person appointed as company secretary by the Board from time to time;

	"Securities Act"		the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

	"Securities Exchange Act"		the Securities Exchange Act of 1934 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

	"Series A Preferred Shares"		means Series A convertible preferred shares of a par value of US$0.0001 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series D Preferred Shares"		means Series D convertible preferred shares of a par value of US$0.0001 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series F Preferred Shares"		means Series F convertible preferred shares of a par value of US$0.00005 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series G Preferred Shares"		means Series G convertible preferred shares of a par value of US$0.00075 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series H Preferred Shares"		means Series H convertible preferred shares of a par value of US$0.00075 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series I Preferred Shares"		means Series I convertible preferred shares of a par value of US$0.00075 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series J Preferred Shares"		means Series J convertible preferred shares of a par value of US$0.00075 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"Series K Preferred Shares"		means Series K convertible preferred shares of a par value of US$0.00075 each in the capital of the Company and having the rights, benefits and privileges provided for in a certificate of designation authorized by the Board of Directors;

	"share"		any share in the capital of the Company, without regard to class and includes a fraction of a share;

	"signed"		includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

	“Special Resolution”		a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a majority of not less than two-thirds (2/3) of the votes cast or a written resolution passed by unanimous consent of all Members entitled to vote;

	"Statutes"		the Companies Act and every other law and regulation of the legislature of the Cayman Islands for the time being in force concerning companies and affecting the Company, its Memorandum of Association and/or these Articles;

	"Subsidiaries"		with respect to any Person, any or all corporations, partnerships, limited liability companies, joint ventures, associations and other entities controlled by such person directly or indirectly through one or more intermediaries;

	"Transfer"		any sale, transfer or other disposition, whether or not for value;

	"United States Dollars," or "US$"		dollars, the legal currency of the United States of America; and

	"year"		a calendar year.

	105.	Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.