Kaixin Holdings

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Kaixin Holdings (the “Company”) is soliciting proxies for an Extraordinary General Meeting of shareholders of the Company (the "EGM"), which will be held at 198 Qidi Road, Unit B2-303-137, Beigan Community, Xiaoshan District, Hangzhou, Zhejiang Province, China, on October 1, 2024 at 10:00 am Beijing time.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the EGM. Beneficial shareholders who hold their ordinary shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest, but will not be able to participate in or vote at the EGM.

Only holders of the Class A ordinary shares and/or Class B ordinary shares of the Company of record at the close of business on August 13, 2024 (the “Record Date”) are entitled to attend and vote at the EGM or at any adjournment or postponement thereof. The shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than an aggregate of one-third of all voting power of the Company's share capital in issue throughout the meeting shall form a quorum.

Any shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.