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SCHEDULE Filed 2025-06-04 Event 2025-06-02 SEC 0001104659-25-056383 →

Zhang Xiaojun Cango Inc. CANG

Stake: 27.90% Shares: 52,056,653 CUSIP: 137586103 Class: Class A Ordinary Shares, par value US$0.0001 per share

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs before the last paragraph thereof: On June 2, 2025, Mr. Xiaojun Zhang and Eagle Central Holding Limited entered into a securities purchase agreement (the "Agreement") with Enduring Wealth Capital Limited, a company established in the British Virgin Islands ("EWCL"), among others, pursuant to which Eagle Central Holding Limited will sell an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions) (the "Resale Transaction"). Pursuant to the Agreement, Mr. Jiayuan Lin, the other co-founder, director and chief executive officer of the Issuer, and his holding company will also sell an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions). The Issuer is also a party to the Agreement and agreed to undertake certain corporate actions in connection with the Resale Transaction. Pursuant to the Agreement, in connection with the Resale Transaction, the Issuer will take necessary corporate actions to ensure that the shares of the Issuer to be acquired by EWCL from Eagle Central Holding Limited will continue to be Class B ordinary shares which are entitled to 20 votes per share, and Mr. Xiaojun Zhang will voluntarily convert all of the remaining Class B ordinary shares held by the Reporting Persons into Class A ordinary shares of the Issuer with one vote per share. Following the foregoing transactions, Mr. Xiaojun Zhang and Mr. Jiayuan Lin will cease to collectively hold more than 50% of the total voting power of the outstanding shares of the Issuer. In addition, the board and management team of the Issuer will be restructured in such manner as requested by EWCL conditional upon and effective immediately after closing of the Resale Transaction. The Issuer's execution of the Agreement was approved by the Issuer's audit committee and board. As contemplated by the Agreement, the Issuer is required to obtain shareholders' approval of the corporate actions that the Issuer will need to take to ensure that the shares to be acquired by EWCL from Eagle Central Holding Limited will continue to be Class B ordinary shares with 20 votes per share and to perform the Issuer's other obligations under the Agreement, among others. Closing of the Resale Transaction is subject to various closing conditions including, among others, the shareholders' approval mentioned above. There can be no assurance that all the closing conditions will be satisfied or that the Resale Transaction will be approved or consummated.

Cross-References

Insider Activity (last 365d)
0 transactions
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Issuer Cluster
2 13D/G filings on this issuer
1 other filing besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-03-31
DTC 3.67
5,206,474 shares short · +41.4% vs prior

Institutional Consensus · 2025-12-31

Held by elite portfolio managers
1 holder · $26K
Point72 Asset Mgmt

Other 13D/G Filings on Cango Inc.

FiledFormFilerStakeShares
2025-01-02 SCHEDULE Lin Jiayuan 28.20% 52,316,231 view →

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