KXIN · Kaixin Auto Holdings

Kaixin Holdings provides an update on its previously announced acquisition of Zhejiang Ordinary Smile Auto Sales Co., Ltd., confirming the impact of the recent 1-for-15 share consolidation on the share consideration. Originally set at up to 15 million Class A ordinary shares, the consolidation necessitates issuing an additional 14 million shares to the Seller, which are escrowed and contingent on achieving five-year performance targets outlined in the December 2, 2025 Purchase Agreement. This adjustment maintains the economic intent of the deal post-consolidation, approved by shareholders on February 22, 2026. Investors should note the performance-based release mechanism, which ties share delivery to the Target Company's future results, aligning seller incentives with long-term value creation. Full terms are in Exhibit 99.1 from the December 2025 6-K filing.