Kaixin Holdings
For the period ended Aug 13, 2024. Filed Aug 13, 2024.
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Aug 13, 2024 · Filed Aug 13, 2024
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KXIN$2.560.0%Stored close · as of Nov 6, 2026
Contents
EX-99.2 · INTERPRETATION
INTERPRETATION
| 1. | In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context: |
| "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; |
| "clearing house" | a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction; |
| "Commission" | Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| "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. |
| 2. | In these Articles, save where the context requires otherwise: |
| (a) | words importing the singular number shall include the plural number and vice versa; |
| (b) | words importing the masculine gender only shall include the feminine gender; |
| (c) | words importing persons only shall include companies or associations or bodies of persons, whether corporate or not; |
| (d) | "may" shall be construed as permissive and "shall" shall be construed as imperative; |
| (e) | references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force; |
| (f) | any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and |
| (g) | Section 8 and 19(3) of the Electronic Transactions Act (As Revised) shall not apply. |
| 3. | Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. |
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