Business Operations - As of December 31, 2022, the company operated three used car dealerships across three cities in China, focusing on premium brands such as Audi, BMW, and Mercedes-Benz[432]. - The company sold approximately 879 new and used vehicles in 2022, a decrease from 1,814 vehicles sold in 2021[433]. - The competitive landscape in the used car industry in China is highly fragmented, with trends towards consolidation and increased online technologies affecting market dynamics[439]. - Total revenues decreased from US$253.8 million in 2021 to US$82.8 million in 2022, primarily due to the closure of several dealerships[464]. - The company aims to expand into the electric vehicle market and has released a strategic plan for new energy vehicles targeting commercial applications[442]. Financial Performance - Revenues from car sales were $82.8 million in 2022, down from $253.8 million in 2021, indicating a decline of approximately 67.5%[445]. - The cost of revenues for car sales in 2022 was $82.2 million, which is consistent with the total revenues, resulting in a gross margin of 0%[449]. - Operating expenses for 2022 totaled $48.6 million, with selling and marketing expenses accounting for approximately 4.3% of total operating expenses[456]. - The company recorded a full impairment loss of $143.7 million in goodwill for the year ended December 31, 2021, impacting financial results significantly[454]. - Gross profit declined from US$5,257 thousand in 2021 to US$646 thousand in 2022[466]. - Total operating expenses decreased from US$187.9 million in 2021 to US$48.6 million in 2022, mainly due to a one-time loss from goodwill impairment of US$143.7 million[467]. - Net loss was US$195.9 million in 2021 and US$84.6 million in 2022[469]. - Cash flows from operating activities were negative, amounting to US$2.4 million in 2022, with significant losses from impairment and provisions[486]. Financing and Capital Structure - The company has historically funded operations through various means, including ABS issuance and term loans, and anticipates future growth will involve additional financing[444]. - The company intends to seek additional equity or debt financing to support business growth[484]. - Cash and cash equivalents at the end of 2022 were approximately US$7.1 million[485]. - Net cash used in financing activities was US$5.4 million in 2022, primarily from proceeds of US$4.7 million from ordinary shares and US$2.0 million from a convertible note, offset by US$2.0 million in offering costs[490]. - The company has long-term borrowings totaling US$2.0 million, maturing in August 2023, and two convertible notes of US$2.0 million maturing in May 2023 and October 2023[494]. Employee and Management Structure - The company had 27 employees as of December 31, 2022, with 78% in management and administration, 4% in sales and marketing, and 18% in research and development[554]. - The company plans to hire additional experienced employees in areas such as new energy vehicles design and manufacturing, big data analytics, marketing, operations, risk management, and sales as it expands its business[555]. - The total compensation paid to directors and executive officers for the fiscal year ended December 31, 2022, was approximately US$396 thousand[525]. - The company has entered into employment agreements with each executive officer, allowing termination for cause without advance notice[526]. Corporate Governance - The company has established three committees under the Board: an audit committee, a compensation committee, and a nominating and governance committee[546]. - The audit committee is chaired by Lin Cong, who is recognized as an "audit committee financial expert" and oversees the company's accounting and financial reporting processes[547]. - The compensation committee, also chaired by Lin Cong, is responsible for reviewing and approving the compensation structure for directors and executive officers[548]. - The board of directors currently consists of five members, with specific rights for Mr. Mingjun Lin and Renren to appoint and remove directors[545]. Shareholder Rights and Equity Plans - The company is listed on the Nasdaq Capital Market under the symbol "KXIN"[595]. - Shareholders are entitled to dividends as declared by the Board, with no dividend exceeding the amount recommended by directors[598]. - Each ordinary share grants one vote at general meetings, with a simple majority required for ordinary resolutions and two-thirds for special resolutions[600]. - The company may issue additional ordinary shares as determined by the Board, which may dilute the voting power of existing shareholders[609]. - The 2020 equity incentive plan allows for the grant of up to 5,000,000 ordinary shares as awards[528]. - The 2021 equity incentive plan permits the grant of up to 26,596,000 ordinary shares as awards[532]. - The 2022 equity incentive plan provides for the grant of up to 39,500,000 ordinary shares as awards[538]. Legal and Compliance Matters - The company identified four material weaknesses in internal control over financial reporting, including inadequate technical competency and lack of effective risk assessment[498]. - The company has not entered into any financial guarantees or derivative contracts that are indexed to its shares[491]. - The company did not recognize any income tax due to uncertain tax positions or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2020, 2021, and 2022[518]. - The company has agreed to indemnify Renren against liabilities arising from misstatements in SEC filings related to the Business Combination[569]. Future Plans and Strategic Initiatives - The company plans to reinvest all earnings from its PRC subsidiaries into business developments and does not plan to request dividend distributions[497]. - The company signed a sales order for 5,000 new energy logistics vehicles worth RMB1 billion (approximately $156 million) with Bujia, a leading automobile logistics service provider in China[443].

Share Issuance - Kaixin Auto Holdings issued 50,000 Series F Convertible Preferred Shares, convertible into 50 million ordinary shares, to Stanley Star Group Inc on May 4, 2023[2] - The issuance of Series F Preferred Shares was part of a securities purchase agreement and was closed upon approval from the Cayman Islands authorities[2] - The offer and sale of the Series F Preferred Shares were not registered under the U.S. Securities Act of 1933[3] - Kaixin Auto Holdings provided indemnification to Stanley Star and related persons against losses from breaches of the agreement[3] Forward-Looking Statements - The company’s forward-looking statements include expectations regarding future business development and market acceptance of services[4] - Risks associated with forward-looking statements include competition in the industry and government regulations affecting operations[4]

Acquisition and Expansion - The company completed the Haitaoche Acquisition on June 25, 2021, issuing 74,035,502 ordinary shares in exchange for 100% of Haitaoche's share capital, resulting in Haitaoche shareholders owning 51.61% of the post-closing outstanding shares[303]. - The company is negotiating the acquisition of 100% equity of Henan Yujie Times Automobile Co., Ltd., a manufacturer of small-sized multifunction EVs, although no formal agreement has been reached yet[321]. - The company has integrated operations and resources from Haitaoche with its used car dealership business, enhancing its sales capabilities for both new and used vehicles[310]. - The company plans to expand into the electronic vehicle market and has initiated a strategic plan for new energy vehicles, targeting commercial applications for logistics[479]. Dealership Operations - As of December 31, 2021, the company operated 14 used car dealerships across 14 cities in 12 provinces in China, focusing on premium brands such as Audi, BMW, and Mercedes-Benz[307]. - The company is focused on tier 2 and below cities for dealership operations, where the cost structure and consumer demand are favorable for growth[316]. - The company is actively expanding its dealership network by evaluating potential markets using a scoring system that considers factors such as location, population density, and estimated customer traffic[317]. - The company has a unified operating model for its dealerships, retaining majority control and centralizing cash flows and operational activities to promote customer loyalty and operational advantages[318]. Sales Performance - The company sold approximately 1,630 vehicles in 2021, a decrease from 6,005 in 2019 and 664 in 2020, indicating a need for operational recovery post-acquisition[308]. - The company reported that revenues from auto sales accounted for 100% of total revenues in 2021, up from 99.5% in 2020 and 99.4% in 2019[314]. - The company's total revenues for the year ended December 31, 2021, were $253.84 million, with used-car sales contributing $251.05 million (98.9% of total revenues) and new-car wholesales contributing $2.79 million (1.1%)[486]. - From January 1, 2019, to December 31, 2021, the dealerships sold approximately 8,308 used vehicles, with 1,582 vehicles sold in the second half of 2021 following the Haitaoche Acquisition[469]. Financial Management - The company faced significant inventory write-downs in 2019 due to operational disputes, with a net impact of US$2.9 million recorded as a reduction of general and administrative expenses for the year ended December 31, 2020[315]. - The company has established a performance-based payment structure for dealership acquisitions, with potential adjustments based on a target compound growth rate of 110% for profits[327]. - The company provides inventory financing to its dealerships using both its own funds and third-party financing partners, while monitoring financial performance in real-time[340]. - Operating expenses for the year ended December 31, 2021, totaled $187.87 million, with impairment of goodwill accounting for $143.66 million (76.5% of total operating expenses)[490]. Market Strategy - Haitaoche aims to expand into the electric vehicle market and has set up a New Energy Vehicles Department, targeting to deliver a NEV prototype by the end of 2022[310]. - A strategic partnership with Beijing Bujia Technology Co., Ltd. has been established, with a sales order for 5,000 new energy logistics vehicles worth approximately RMB1 billion (around US$156 million) for 2022 and 2023[311]. - The company aims to establish strategic partnerships with platforms that have significant sales potential for customized production according to customer needs[322]. - The competitive landscape in the used car industry in China is highly fragmented, with a trend towards consolidation and increased online technologies[476]. Regulatory Compliance - The company is subject to various PRC regulations governing used automobile trading and sales, which require compliance with specific operational standards[359][362]. - The Foreign Investment Law, effective January 1, 2020, aims to unify corporate legal requirements for foreign and domestic investments in the PRC[383]. - The company must comply with regulations on the collection and use of personal information, ensuring user consent is obtained[400]. - The company must ensure that mobile applications allow users to uninstall easily and comply with pricing regulations[394]. Customer Engagement - The company has committed to providing a superior car purchase experience through integrated online and offline sales channels, enhancing customer engagement and trust[312]. - The company has a strong customer support team available via online chat or telephone to assist customers throughout the car purchase process, enhancing customer experience and referrals[349]. - The company anticipates future sales and marketing expenses will focus on performance-based advertising, targeting vertical automotive media and selected online and offline channels[348].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38261 Kaixin Auto Holdings (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |------------------------------------------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-38261 CM SEVEN STAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) CaymanIslands (Stat ...