Exhibit 99.1

Cango Inc. Completes US$65 Million Strategic Investment and Secures US$10 Million Convertible Note Financing to Strengthen Financial Position and Drive AI and Energy Expansion

Dallas, Texas, April 1, 2026 - Cango Inc. (NYSE: CANG) ("Cango" or the "Company"), a leading Bitcoin miner leveraging its global operations to develop an integrated energy and AI compute platform, today announced two significant capital transactions: the closing of a US$65.0 million strategic investment from members of Company leadership, and the execution of a US$10.0 million convertible note financing agreement with DL Holdings Group Limited (HKEX: 1709) ("DL Holdings"), a Hong Kong-listed financial services group. The Company and DL Holdings have also entered into a memorandum of understanding ("MOU") establishing a forward-looking strategic cooperation framework.

Closing of US$65.0 Million Strategic Investment

Pursuant to the definitive investment agreements previously announced on February 12, 2026, the Company issued and sold an aggregate of 49,242,424 Class A ordinary shares (the "Class A Ordinary Shares") to two entities, each wholly-owned by Mr. Xin Jin, Chairman of the Company's board of directors, and Mr. Chang-Wei Chiu, a director of the Company, respectively. The transaction closed on March 31, 2026, generating net proceeds equivalent to US$65.0 million, settled in USDT. This investment underscores the leadership team's confidence in Cango's strategic direction and long-term growth outlook while substantially reinforcing its capital structure.

US$10 Million Convertible Note Financing and Strategic Partnership with DL Holdings

Separately, the Company entered into a securities purchase agreement (the "SPA") with DL Holdings, a Hong Kong-listed financial services group, marking a significant milestone in establishing the foundation for sustained strategic collaboration between the two companies. Pursuant to the SPA, the Company issued and sold to DL Holdings (i) a convertible note in the principal amount of US$10,000,000 (the "Note") and (ii) a warrant to purchase up to 370,370 Class A Ordinary Shares at an exercise price of US$2.70 per Class A Ordinary Share, subject to adjustment as provided therein (the "Warrant").

The Company intends to use the proceeds from the Note issuance for its potential upstream acquisitions and to support its expansion into AI and computing infrastructure.

In addition, the Company entered into an MOU with DL Holdings, outlining a proposed strategic cooperation framework. Under the MOU, DL Holdings has expressed its intention to make one or more strategic investments along with the Company, with an aggregate potential value of up to US$10 million. The contemplated investments are aimed at supporting the Company's initiatives in cryptocurrency mining facilities and artificial intelligence. Any such investment would be subject to satisfactory due diligence and the execution of definitive binding agreements. Except for certain customary provisions, the MOU does not create legally binding obligations.

Mr. Chang-Wei Chiu, a director of the Company who beneficially owns approximately 11.99% of Class A Ordinary Shares through entities controlled by him, also holds approximately 3.12% of the issued shares of DL Holdings through a separate controlled entity.

Key Terms of the Convertible Note and Warrant

The initial maturity date of the Note is April 1, 2028, subject to certain optional extensions. The initial conversion price is US$1.62 per Class A Ordinary Share, subject to adjustment as provided therein. The Note does not accrue any interest, other than customary interests that become payable upon an event of default. The holder of the Note may, at its option, convert all or part of the Note into Class A Ordinary Shares at any time from April 1, 2027 until maturity. Class A Ordinary Shares issued upon conversion will be subject to customary lock-up restrictions. The Company has the right to redeem all or part of the outstanding principal of the Note for cash at the applicable redemption price, subject to certain conditions, including that the trading price of the Class A Ordinary Shares exceeds 130% of the conversion price for a specified period prior to redemption. The Warrant is exercisable immediately upon issuance, in whole or in part, and will expire on April 1, 2028.

These transactions are key steps in executing the Company's previously disclosed financial strategy entering 2026: to strengthen its balance sheet, reduce leverage, and secure liquidity for its pivot toward AI infrastructure.

About Cango Inc.

Cango Inc. (NYSE: CANG) is a Bitcoin mining company with a vision to establish an integrated, global infrastructure platform capable of powering the future digital economy. The Company's mining operations span over 40 sites across North America, the Middle East, South America, and East Africa.

Since entering the digital asset space in November 2024, Cango has activated pilot projects in both integrated energy solutions and distributed AI computing. In parallel, Cango continues to operate an online international used car export business through AutoCango.com.

For more information, please visit: www.cangoonline.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words or phrases such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical facts, including statements about Cango's beliefs and expectations, are forward-looking statements. These statements are based on Cango's current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Cango's goal and strategies; Cango's expansion plans; Cango's future business development, financial condition and results of operations; Cango's expectations regarding demand for, and market acceptance of, its solutions and services; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Cango's filings with the SEC. All information provided in this press release is as of the date of this press release, and Cango does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

Juliet Ye, Head of Communications

Cango Inc.

Email: ir@cangoonline.com

Christensen Advisory

Tel: +852 2117 0861

Email: cango@christensencomms.com

Exhibit 99.2

EXECUTION VERSION

*** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. ***

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on April 1, 2026 by and between:

Each of the parties to this Agreement shall be referred to individually herein as a “Party” and, collectively, as the “Parties”.

WHEREAS, Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, (i) the Convertible Note, in substantially the form attached hereto as Exhibit A (the “Note”) , in the aggregate principal amount of US$10,000,000 (the “Purchase Price”) and (ii) the Warrant, in substantially the form attached hereto as Exhibit B to purchase up to 370,370 class A ordinary shares of the Company, with par value of US$0.0001 per share (the “Class A Ordinary Shares”) (the “Warrant Shares”), at an exercise price of US$2.70 per Class A Ordinary Share, subject to adjustment as provided therein (the “Warrant”); and

WHEREAS, the Company and Purchaser desire to enter into a Lock-up Agreement, in substantially the form attached hereto as Exhibit C (the “Lock-up Agreement”, together with the Note, the Warrant and this Agreement, the “Transaction Documents”).

WHEREAS, the Company and Purchaser desire to set forth certain agreements herein in relation to, among others, the purchase of the Note and the Warrant (collectively, the “Securities”) and the Class A Ordinary Shares issuable upon conversion of the Note (the “Conversion Shares”) and the Warrant Shares (together with the Conversion Shares, if any, the “Underlying Shares”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.              Purchase of Securities. Subject to the terms and conditions hereof, at the Closing (as defined below), Purchaser hereby irrevocably agrees to purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to Purchaser, the Note in the aggregate principal amount equal to the Purchase Price and the Warrant to purchase the Warrant Shares (such purchase, the “Securities Purchase”) in consideration for the payment of the Purchase Price.

2.              Closing. The closing of the Securities Purchase (the “Closing”) shall occur on the date hereof (the “Closing Date”) concurrently with the execution and delivery of this Agreement, the Note, the Warrant and the Lock-up Agreement. The Closing shall be conducted remotely via the electronic exchange of documents and signatures.

3.              Closing Deliverables. At the Closing:

(a)              Purchaser shall (i) deliver to the Company (w) the Note duly executed by Purchaser in the aggregate principal amount equal to the Purchase Price, (x) the Warrant duly executed by Purchaser, (y) the Lock-up Agreement duly executed by the Purchaser, and (z) a copy of duly executed written resolutions of the board of directors of Purchaser (or minutes of a meeting of the board of directors) approving the Securities Purchase and authorizing the execution of, and the performance by, the Purchaser of its obligations under this Agreement, the Note, the Warrant and the Lock-up Agreement, and (ii) pay (or cause one of its affiliates to pay) the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company prior to the date hereof; and

(b)              Against its receipt of the items set forth in Section 3(a), the Company shall deliver to Purchaser (i) the Note duly executed by the Company in the aggregate principal amount equal to the Purchase Price, (ii) the Warrant duly executed by the Company, (iii) the Lock-up Agreement duly executed by the Company, (iv) a copy of duly executed written resolutions of the board of directors of the Company (or minutes of a meeting of the board of directors) approving the Securities Purchase and authorizing the execution of, and the performance by, the Company of its obligations under this Agreement, the Note, the Warrant and the Lock-up Agreement.

4.              Company Representations and Warranties. The Company represents and warrants to Purchaser that, except as disclosed in the Company’s reports, statements and other documents filed or furnished (as applicable) by it with the U.S. Securities and Exchange Commission (the “Commission”) which are available on public domain or are otherwise provided to Purchaser (the “Company Reports”) (excluding any such disclosures contained in the “Risk Factors” and “Forward-Looking Statements” sections thereof, any other forward-looking statements or any other disclosures of risks or uncertainties that are non-specific, of general application, predictive, cautionary or forward-looking in nature as may be set forth therein prior to the date hereof, in each case, other than any specific factual information contained therein):

(a)              The Company (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has the requisite power and authority to own, lease and operate its properties in all material respects, to carry on its business as it is now being conducted in all material respects and to perform its obligations under this Agreement (including the allotment and issuance of the Underlying Shares), and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), as would not constitute, individually or in the aggregate, a Material Adverse Event.

(b)              The Underlying Shares will be duly and validly authorized and, when and if issued and delivered to Purchaser in accordance with the terms of the applicable Transaction Documents and the memorandum and articles of association of the Company (as amended from time to time, the “Articles”) and following the updates to the register of members of the Company in respect of such Underlying Shares in accordance with the Companies Act (as revised) of the Cayman Islands (the “Companies Act”), such Underlying Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement, the other Transaction Documents, any Applicable Laws or those created by Purchaser), and will rank pari passu in all respects among themselves and with all other Class A ordinary shares of the Company in issue.

(c)              Each Transaction Document has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery of the same by Purchaser, each Transaction Document shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(d)              Each of the subsidiaries of the Company (i) is duly incorporated or organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) in its jurisdiction of incorporation or organization, (ii) has the requisite power and authority to own, lease and operate its properties in all material respects and to carry on its business as it is now being conducted in all material respects, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clauses (i)-(iii), as would not be material to the Company and its subsidiaries, taken as a whole.

(e)              Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 5, the execution and delivery of the Transaction Documents, and the performance by the Company of its obligations under the Transaction Documents, including the issuance and sale of the Securities and the Underlying Shares and the consummation of the transactions contemplated herein and therein (collectively, the “Transactions”), will not conflict with or result in a breach or violation of any of the terms or provisions of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party; (ii) the organizational documents of the Company; or (iii) any national or international laws, treaties, statutes, decrees, edicts, codes, ordinances and regulations or any judgments, orders, decisions, rules or regulations of any local, municipal, state, territorial, provincial, national, or federal court, tribunal, arbitrator or any governmental or regulatory agency, authority or body, domestic or foreign (“Governmental Authority”) (the “Applicable Law”), having jurisdiction over the Company, other than, in the case of clauses (i) and (iii), as would not constitute, individually or in the aggregate, a Material Adverse Event.

(f)              Each of the Company and its subsidiaries (the “Group Companies” and collectively, the “Group”) has, at all times, carried on its operations and conducted its affairs in all material respects in accordance with its memorandum and articles of association and/or other constitutional documents, (where relevant) its business license, approvals or permits, and Applicable Laws.

(g)              No Group Company is insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due or has stopped paying its debts as they fall due. No petition has been presented, no order has been made or resolution passed for the winding up of any Group Company or for the appointment of a liquidator or a provisional liquidator to any Group Company. No receiver or administrative receiver has been appointed, nor any notice given of the appointment of any such person, over the whole or part of any member of the Group’s business or assets. No order (including an administrative order) has been made, petition presented or application for winding up presented to a court of competent jurisdiction or the appointment of a receiver to the Company has been made.

(h)              Assuming the accuracy of Purchaser’s representations and warranties set forth in Section 5, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any natural person, corporation, limited liability company, association, joint venture, partnership, Governmental Authority, self-regulatory organization (including the New York Stock Exchange (the “NYSE”)) or other entity (“Person”) in connection with the execution, delivery and performance of the Transaction Documents (including, without limitation, the sale and issuance of the Securities and the Underlying Shares), other than (i) filings required by applicable state securities laws, (ii) other required filings with the Commission relating to the sale and issuance of the Securities and the Underlying Shares, (iii) those required by the NYSE and (iv) those consents, waivers, authorizations, orders, notices, filings, registrations, the failure of which to obtain, give or make would not constitute a Material Adverse Event.

(i)              As of the Closing Date, the authorized share capital of the Company is US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each comprising (a) 920,674,280 Class A Ordinary Shares of a par value of US$0.0001 each and (b) 79,325,720 Class B ordinary shares of a par value of US$0.0001 each. The issued and outstanding equity securities of the Company are duly authorized and validly issued and are fully paid and non-assessable.

(j)               Since the date that is twelve (12) months prior to the date of this Agreement, the Company has timely filed or furnished, as applicable, all material Company Reports required to be filed or furnished by it with the Commission pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the Company’s knowledge, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such untrue statement or omission, taken, together, would not be material to the Company and its subsidiaries, taken as a whole.

(k)              The audited consolidated financial statements of the Company contained or incorporated by reference in the Company Reports have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved and give a true and fair view of the financial position and financial performance of the Company as of the respective dates or for the respective periods set forth therein.

(l)              Since the date of the most recently published audited consolidated financial statements of the Company, there has been no change in business operation, financial performance or financial position of the Group that constitutes a Material Adverse Event.

(m)              None of the Group Companies has, within the three (3) years prior to the date of this Agreement, received written notice from any governmental or regulatory body that it is, in relation to the Group’s business, in violation of, or in default with respect to, any statute, regulation, order, decree or judgment of any court or governmental agency of the jurisdiction in which it is incorporated, where such violation or default constitutes a Material Adverse Event, nor is any Group Company involved in any actual or, to the Company’s knowledge, pending civil, criminal, arbitration, administrative or other proceedings or investigation enquiry which constitutes a Material Adverse Event.

(n)              No directed selling efforts (as defined in Rule 902 of Regulation S promulgated under the Securities Act (“Regulation S”)) have been made by any of the Company, any of its affiliates or any person acting on its behalf in connection with the offer or sale of the Securities or the Underlying Shares; and none of such persons has taken any actions that would result in the sale to Purchaser of the Securities or the issuance of any Underlying Shares requiring registration under the Securities Act; and the Company is a “foreign issuer” (as defined in Regulation S).

(o)              No broker, finder or other financial consultant is acting on the Company’s behalf in connection with this Agreement or the Transactions in such a way as to create any liability of Purchaser for the payment of any fees, costs, expenses or commissions.

(p)              The Company has not received any written notice from the NYSE or the Commission that the current listing of the Class A Ordinary Shares on the NYSE has been or will be cancelled or withdrawn. The Company shall use commercially reasonable efforts to maintain the listing of the Class A Ordinary Shares on the NYSE.

5.              Purchaser Representations and Warranties. Purchaser represents and warrants to the Company that:

(a)              Purchaser (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has the requisite power and authority to enter into and perform its obligations under the Transaction Documents.

(b)              Each Transaction Document has been duly executed and delivered by Purchaser, and assuming the due authorization, execution and delivery of the same by the Company, each Transaction Document shall constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.

(c)              Assuming the accuracy of the Company’s representations and warranties set forth in Section 4, the execution and delivery of the Transaction Documents, and the performance by Purchaser of its obligations under the Transaction Documents, will not conflict with or result in a breach or violation of any of the terms or provisions of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Purchaser is a party; (ii) the organizational documents of Purchaser; or (iii) any Applicable Law of any Governmental Authority having jurisdiction over Purchaser, other than, in the case of clauses (i) and (iii), as would not constitute, individually or in the aggregate, a Purchaser Material Adverse Effect.

(d)              Purchaser (i) (A) is an institutional “accredited investor” (within the meaning of Rule 501 under the Securities Act), or (B) understands that the sale of the Securities is made pursuant to and in reliance upon Regulation S, and acknowledges and agrees that he, she or it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined in Section 7701(a)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), is acquiring the Securities in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Securities hereunder, (ii) is acquiring the Securities only for its own account and not for the account of others, or if Purchaser is acquiring the Securities as a fiduciary or agent for one or more investor accounts, Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Purchaser is not an entity formed for the specific purpose of acquiring the Securities, unless such newly formed entity is an entity in which all of the equity owners are “accredited investors” (within the meaning of Rule 501(a) under the Securities Act). Purchaser (i) was not identified or contacted through the marketing of the Securities and (ii) did not contact the Company as a result of any general solicitation or directed selling efforts.

(e)              Purchaser understands that the Securities and the Underlying Shares are being offered in transactions not involving any public offering within the meaning of the Securities Act and that none of the Securities or the Underlying Shares have been registered under the Securities Act. Purchaser understands that none of the Securities and the Underlying Shares may be resold, transferred, pledged or otherwise disposed of by Purchaser absent an effective registration statement under the Securities Act, except (i) to the Company or a Subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to an available exemption from the registration requirements of the Securities Act or to a non-U.S. person pursuant to an offer or sale that occurred outside the United States within the meaning of Regulation S), or (iii) an ordinary course pledge such as a broker lien over account property generally and, in each of cases (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and as a result of these transfer restrictions, Purchaser may not be able to readily resell the Securities and any Underlying Shares and may be required to bear the financial risk of an investment in the Securities and any Underlying Shares for an indefinite period of time. Purchaser acknowledges and agrees that the Underlying Shares will not be guaranteed to be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one (1) year from the Closing Date. Purchaser understands that the Conversion Shares will be subject to transfer restrictions pursuant to the Lock-up Agreement. Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of the Securities. Purchaser acknowledges and agrees that, at the time of issuance, the Note, the Warrant or the certificate or book entry position representing the Underlying Shares, will bear or reflect, as applicable, a legend substantially similar to the following:

[THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE WILL BE] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE WILL BE] [THESE SECURITIES WERE] ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY IN COMPLIANCE WITH THAT LOCK-UP AGREEMENT BETWEEN THE ISSUER AND THE INITIAL NOTEHOLDER (THE “LOCK-UP AGREEMENT”) AND (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

[IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS DESCRIBED IN [THIS CERTIFICATE] AND [THE LOCK-UP AGREEMENT]. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES EVIDENCED HEREBY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.]

(f)              Purchaser understands and agrees that Purchaser is purchasing the Securities directly from the Company. Purchaser further acknowledges that there have not been, and Purchaser hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Purchaser by the Company, any of the Company’s affiliates or any control Persons, officers, directors, employees, partners, agents or representatives or any other Person, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Agreement, the Note, the Warrant and the Lock-up Agreement.

(g)              In making its decision to purchase the Securities, Purchaser has (i) conducted its own investigation of the Company and the Securities; (ii) had access to, and an adequate opportunity to review, financial and other information as it deems necessary to make its decision to purchase the Securities; (iii) been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with its decision to purchase the Securities; and (iv) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Securities.

(h)              Purchaser acknowledges that it is able to fend for itself and is aware that there are substantial risks incident to the purchase and ownership of the Securities. Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities. Purchaser has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are suitable investments for Purchaser and that Purchaser is able at this time and in the foreseeable future to bear the economic risks of its prospective investment and can afford the complete loss of such investments.

(i)              Purchaser understands and acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment.

(j)              Purchaser is not an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code.

(k)              As of the date hereof, Purchaser is not a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

(l)              No broker, finder or other financial consultant is acting on Purchaser’s behalf in connection with this Agreement or the Transactions in such a way as to create any liability of the Company for the payment of any fees, costs, expenses or commissions.

6.              Additional Agreements.

(a)              Expenses. Except as otherwise provided herein, each Party shall pay and bear all of the costs and expenses incurred by it in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated under the Transaction Documents.

(b)              Survival Period. (i) Each of the representations and warranties of (A) the Company set forth in Section 4 and (B) the Purchaser set forth in Section 5 shall survive the Closing until the expiry of first (1st) year after the Closing Date, provided that the representations and warranties in Sections 4(a), 4(b), 4(c), 5(a) and 5(b) shall survive the Closing until the expiry of eighteen (18) months after the Closing Date; and (ii) the covenants and agreements of the Parties contained in this Agreement shall survive the Closing until fully performed or discharged.

(c)              Confidentiality. Each Party shall, and shall direct its affiliates and its and their officers, directors, principals, current and prospective limited partners and investors, managers, members, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors and other representatives (the “Representatives”) to, keep confidential any Confidential Information; provided that the Confidential Information shall not include information that (i) was or becomes available to the public other than as a result of a disclosure by such Party, any of its affiliates or any of their respective Representatives in violation of this Section 6(c); (ii) was or becomes available to such Party, any of its affiliates or any of their respective Representatives from a source other than the other Party or its respective Representatives; provided that such source is reasonably believed by such Party not to be disclosing such information in violation of an obligation of confidentiality (whether by agreement or otherwise) to the other Party; (iii) at the time of disclosure is already in the possession of such Party, any of its affiliates or any of their respective Representatives; provided that such information is reasonably believed by such Party not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the other Party; or (iv) was independently developed by such Party, any of its affiliates or any of their respective Representatives without reference to, incorporation of, or other use of any Confidential Information. Notwithstanding the foregoing, Confidential Information may be disclosed solely: (i) to such Party’s affiliates and its and their respective Representatives on a need-to-know basis, (ii) in the event that such Party, any of its affiliates or any of its or their respective Representatives are requested or required by applicable Law, order, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, in each of which instances such Party, its affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permissible, provide the other Party with a reasonable opportunity to review and comment on (and consider such proposed comments in good faith) any proposed disclosure language and (iii) with mutual written consent of the Parties.  Notwithstanding anything to the contrary in this Agreement, the Parties agree that each Party may issue one or more press releases or make such announcements and/or filings with the Commission, The Stock Exchange of Hong Kong Limited or the relevant stock exchange as may be considered as necessary by such Party to disclose this Agreement, the other Transaction Documents, and all material terms of the transactions contemplated under the Transaction Documents; provided that, prior to any such public disclosure, such Party shall provide the other Party a reasonable opportunity to review and comment on (and consider such proposed comments in good faith) any proposed disclosure language. For purposes of this Agreement, “Confidential Information” means, the existence, terms and conditions of the Agreement, and with respect to any Person, any information, knowledge or data of such Person, including any data, information, ideas, knowledge and materials concerning the organization, business, technology, safety records, investment, finance, transactions, customers, products or affairs of such Person.

(d)              Further Assurance. The Parties agree to execute and deliver such other documents or agreements and to take such other action as may be necessary or desirable for the implementation of this Agreement to which it is a party and the consummation of the transactions contemplated hereby.

(e)              Indemnification. Each Party shall indemnify and hold harmless the other Party and its affiliates, and their respective directors, officers and employees (the “Indemnified Persons”), from and against any documented out-of-pocket losses, damages, liabilities and reasonable fees and expenses actually incurred arising out of or resulting from (i) any material breach of such Party’s representations, warranties, covenants or agreements contained in this Agreement or (ii) any claim by any broker, finder, financial advisor or other intermediary engaged by or on behalf of such Party or any of its affiliates in connection with the Transactions. Any indemnification claim under this Section shall be subject to the survival periods and limitation of liability set forth herein, except in the case of fraud or intentional misrepresentation. Notwithstanding anything to the contrary herein, no Party shall be liable under this Section 6(e) for any indirect, consequential, punitive, special or exemplary damages. Other than a claim for specific performance under Section 8(h), the indemnification obligations of each Party under this Section shall be the sole and exclusive remedy of the Indemnified Persons with respect to any breach of representations, warranties, covenants or agreements contained in this Agreement, except in the case of fraud or intentional misrepresentation.

(f)              Limitation of Liability. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in no event shall the aggregate liability of the Company and its affiliates to Purchaser, or of Purchaser and its affiliates to the Company, for monetary damages arising out of or relating to this Agreement or any other Transaction Document (whether in contract, tort or otherwise), exceed an amount equal to the Purchase Price; provided that this limitation shall not apply to (i) fraud or intentional misrepresentation, or (ii) any rights or remedies arising under the Note or the Warrant in accordance with their terms, including any conversion, redemption, exercise and acceleration rights.

(g)              No Additional Representations or Warranties. (i) Except for the representations and warranties contained in Section 4, the Company has not made any express or implied representation or warranty, and Purchaser hereby disclaims any such representation and warranty; and (ii) except for the representations and warranties contained in Section 5, Purchaser has not made any express or implied representation or warranty, and the Company hereby disclaims any such representation and warranty.

7.              Termination.

(a)              This Agreement may be terminated by mutual written agreement of the Parties.

(b)              If this Agreement is terminated as permitted by Section 7(a), this Agreement shall become null and void and of no further force or effect; provided that nothing herein shall relieve any Party from any liability or obligation for any willful breach of this Agreement or fraud that occurred prior to such termination.

8.              Miscellaneous.

(a)              Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given or served (i) when delivered personally to the recipient, (ii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 8(a). A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 8(a). For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Hong Kong, New York, or the Cayman Islands are authorized or required by Applicable Law to be closed for business.

(b)              Amendment. This Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the Parties.

(c)              Entire Agreement. This Agreement (including the exhibits or schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof.

(d)              Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

(e)              Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(f)              Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(g)              No Third-Party Beneficiaries. There are no third party beneficiaries of this Agreement (unless otherwise specified herein) and nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties and their respective successors, heirs and permitted assigns. Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement, except for the Indemnified Persons expressly set forth in Section 6(e).

(h)              Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise.

(i)              Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies.

(j)              Dispute Resolution. The Parties agree that any dispute relating to, arising out of, resulting from, directly or indirectly, or in connection with the interpretation of this Agreement, the performance of any Party under this Agreement or otherwise relating to this Agreement will be decided by a binding and final confidential arbitration administered by Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “HKIAC Rules”) in force at the time the arbitration is submitted. The seat of arbitration and the place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant shall nominate one (1) Arbitrator; the respondent shall nominate one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties from the day it is made. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(k)              Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party.

(l)              Delay not a Waiver. No delay or omission to exercise, or failure to assert, any right, power or privilege of any Party under this Agreement shall impair any such right, power or privilege of such Party, nor shall it constitute, or be construed to be, a waiver of any such right, power or privilege. No single or partial exercise of any rights under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(m)              Interpretation; Certain Definition.

(n)              Mutual Drafting. With regard to each and every term and condition of this Agreement, the Parties acknowledge and agree that the same have or has been mutually and fairly negotiated, prepared and drafted at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations, and if at any time this Agreement or any such terms or conditions are required to interpreted or construed in accordance with the terms herein, no consideration will be given to the Party which actually prepared, drafted or requested any term or condition of this Agreement. Each Party agrees that this Agreement has been purposefully drawn, jointly and equally drafted and correctly reflects each Party’s understanding of the transactions contemplated by this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Company and Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

Form of Convertible Note

CONFIDENTIAL

EXECUTION VERSION

CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE WILL BE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY IN COMPLIANCE WITH THAT LOCK-UP AGREEMENT BETWEEN THE ISSUER AND THE INITIAL NOTEHOLDER AND (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS DESCRIBED IN THIS CERTIFICATE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES EVIDENCED HEREBY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

CANGO INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Cango Inc., a Cayman Islands exempted company whose registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and whose Class A ordinary shares are listed on the NYSE under the symbol “CANG” (the “Issuer”), hereby promises to pay to DL Holdings Group Limited, a Cayman Islands exempted company whose registered office is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1709), or its permitted assigns (in its capacity as the sole holder of this Note (as defined below) on the Issuance Date, the “Initial Noteholder” and together with each other Person that becomes a holder of a note issued pursuant to the terms of this Note, collectively, the “Noteholder”), subject to the terms and conditions set forth herein, the amount set forth above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to PIK Amounts, redemption, conversion or otherwise in accordance with the terms of this Note, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay interest (“Interest”) (if any) on any outstanding Principal on each Interest Date pursuant to the terms set forth herein until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Note (including the Annex attached hereto and any convertible note issued in exchange, transfer or replacement hereof in accordance with Section 11, this “Note”) is issued pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of [●] between the Issuer and the Initial Noteholder, as amended from time to time. Certain capitalized terms used herein and not otherwise defined herein (including in Annex A (the “Definitions Annex”)) shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

For the avoidance of doubt, during the period from the date of delivery of any Redemption Notice and until the corresponding Optional Redemption is completed, any Noteholder Conversion Notice duly submitted by the Noteholder pursuant to Section 6(b)(iv) shall take absolute precedence over the Issuer’s election to redeem, and the Issuer shall honor such conversion in accordance with the terms of this Note prior to effecting any Optional Redemption.

Rights Upon Event of Default.

If to the Issuer:

Cango Inc.

3131 McKinney Avenue

Dallas, Texas 75204, U.S.A.

with a copy to (which will constitute notice pursuant to Section 17):

Rm. 2605 Harbour Centre

25 Harbour Road

Wanchai, Hong Kong

E-mail: ir@cangoonline.com

with a copy to (which will not constitute notice):

Simpson Thacher & Bartlett

c/o 35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Yi Gao

E-mail: ygao@stblaw.com

and

Simpson Thacher & Bartlett LLP

6208 China World Tower B

1 Jian Guo Men Wai Avenue

Beijing 100004

China

Attention: Yang Wang

E-mail: yang.wang@stblaw.com

If to the Initial Noteholder:

DL Holdings Group Limited

Unit 2902, Vertical Square,

28 Heung Yip Road,

Wong Chuk Hang, Hong Kong

Attn: William Li

E-mail: [Redacted]

or to such other address or email address or to the attention of such other Person as the recipient party has specified by written notice given to each other party hereto five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from an overnight courier service in accordance with clauses (A), (B) or (C) above, respectively.

[signature page follows]

IN WITNESS WHEREOF the parties have caused this Note to be duly executed as of the Issuance Date set forth above.

[Signature Page – Convertible Note]

Acknowledged and Agreed

as of the first date written above:

[Signature Page – Convertible Note]

EXHIBIT I

NOTEHOLDER CONVERSION NOTICE

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Cango Inc., a Cayman Islands exempted corporation (the “Issuer”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Optional Conversion Amount (as defined in the Note) of the Note indicated below into Class A Ordinary Shares, with par value of US$0.0001 per share (the “Class A Ordinary Shares”), of the Issuer, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Number of Class A Ordinary Shares to be issued:    

¨ Check here if the Noteholder not a U.S. person (as defined in Regulation S) and is not acting for the account or benefit of a U.S. Person.

Please issue the Class A Ordinary Shares into which the Note is being converted (in the form of uncertificated shares represented by an electronic position) to Noteholder as follows:

¨ Check here if requesting the shares be certificated (if permitted by law) and the delivery of a paper certificate to the following mailing address:

¨ Check here if requesting delivery by Deposit/Withdrawal in book entry form (subject to the availability of Issuer’s transfer agent):

EXHIBIT II

CANGO INC. REDEMPTION NOTICE

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Cango Inc., a Cayman Islands exempted company (the “Issuer”). In accordance with and pursuant to the Note, the undersigned hereby issues this redemption notice in connection with an Optional Redemption in exchange for (as indicated below) cash as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

The Issuer hereby certifies that the Optional Redemption Condition has been satisfied, as the last reported sale price of the Class A Ordinary Shares has exceeded [●]% of the then-effective Conversion Price of US$[●] for at least [●] Trading Days during the [●] consecutive Trading Day period ending on [date].

ANNEX A

CERTAIN DEFINED TERMS

Defined Terms. As used in this Note, the following terms have the meanings specified below:

“1933 Act” means the U.S. Securities Act of 1933.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

“Applicable Law” means all applicable national and international laws, treaties, statutes, decrees, edicts, codes, orders, judgments, rules, ordinances, decisions and regulations of any local, municipal, territorial, provincial, federal, national or any other duly constituted Governmental Authority.

“Bankruptcy Code” means Title 11 of the United States Code (11 USC § 101 et seq.).

“Bankruptcy Event of Default” is an Event of Default under Sections 7(a)(ix) or 7(a)(x).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Hong Kong, New York, or the Cayman Islands are authorized or required by Applicable Law to be closed for business.

“Capital Stock” means any and all shares, securities, interests, participations, preferred equity certificates, convertible preferred equity certificates or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Class A Ordinary Shares” means (i) the Issuer’s Class A ordinary shares, with par value of US$0.0001 per share, and (ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power of more than fifty percent (50%) of the total voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion Price” means US$1.62 per Class A Ordinary Share, subject to any adjustments as provided herein, provided that if an adjustment in Conversion Price made hereunder would reduce the Conversion Price to an amount below the par value of one Class A Ordinary Share, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of one Class A Ordinary Share.

“Debtor Relief Laws” means the Bankruptcy Code and all other Applicable Laws relating to the liquidation, winding-up, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, plan of arrangement, proposal or similar debtor relief laws, rules and regulations of any other applicable jurisdictions, whether directly or indirectly relating to the Issuer or any of its Subsidiaries, from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Issuer or its Subsidiaries shall be a Derivative Transaction.

“Eligible Market” means the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.

“Issuer Change of Control” means (i) any Person or group (other than Enduring Wealth Capital Limited and its Affiliates) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the Issuer, or (ii) the Issuer consummates any merger, consolidation or other business combination transaction, as a result of which the holders of voting securities of the Issuer immediately prior to such transaction do not hold a majority of the voting power of the surviving or acquiring entity immediately after such transaction.

“Issuer Change of Control Redemption Price” means the sum of (i) the portion of the Principal elected by the Noteholder to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“U.S. Dollars” or “$” refers to lawful U.S. Dollars.

“Governmental Authority” means any national, federal, state, provincial or local authority, court, government or self-regulatory organization (including any stock exchange), commission, tribunal or organization, or any regulatory agency, or any political or other subdivision, department or branch of any of the foregoing.

“Indebtedness” as applied to any Person means, without duplication,

provided, that (A) Indebtedness shall not include (1) trade payables and other ordinary course payables and accrued expenses arising in the ordinary course of business, (2) deferred or prepaid revenue, (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (4) any amounts payable by and between the Issuer or any of its Subsidiaries, (5) any Indebtedness defeased by such Person or by any Subsidiary of such Person and (6) contingent obligations incurred in the ordinary course of business; (B) the amount of Indebtedness of any Person for purposes of clause (vii) above shall be deemed to be equal to the lesser of (1) the aggregate unpaid principal amount of such Indebtedness and (2) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Lock-up Agreement” means the Lock-up Agreement dated as of [●] between the Issuer and the Initial Noteholder, as amended from time to time.

“NYSE” means the New York Stock Exchange.

“Optional Redemption Price” means the sum of (i) the portion of the Principal elected by the Issuer to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation, amalgamation or organization, memorandum and articles of association and its by-laws, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Applicable Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Note requires any Organizational Document to be certified by a secretary of state or similar Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental Authority.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Principal Market” means NYSE or any other market on which the Issuer’s Class A Ordinary Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Issuer’s Class A Ordinary Shares trade) at the applicable time.

“Redemption Date” means any date on which this Note is redeemed, as applicable, pursuant to an Optional Redemption or the Issuer Change of Control Redemption (as the case may be) by the Issuer.

“Reference Date” means the earlier of (i) the date on which this Note has been fully converted, redeemed or paid off in accordance with the terms hereof and (ii) the Maturity Date.

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, options, warrants, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that the term “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s consolidated financial statements under U.S. GAAP; provided that in determining the percentage of ownership interests of any Person Controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Issuer.

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Class A Ordinary Shares, any day on which the Class A Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Class A Ordinary Shares, then on the principal securities exchange or securities market on which the Class A Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Class A Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Class A Ordinary Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Noteholder or (ii) with respect to all determinations other than price determinations relating to the Class A Ordinary Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“Transaction Documents” shall have the meaning ascribed to it in the Securities Purchase Agreement.

“U.S.” means the United States of America.

“U.S. GAAP” means the United States Generally Accepted Accounting Principles.

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by Applicable Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

EXHIBIT B

Form of Warrant

CONFIDENTIAL

EXECUTION VERSION

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE WILL BE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS DESCRIBED IN THIS CERTIFICATE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES EVIDENCED HEREBY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

WARRANT

to purchase

370,370

Class A Ordinary Shares

Cango INC.

Original Issue Date: [                     ]

“Class A Ordinary Shares” means the Class A ordinary shares of the Company, with par value of US$0.0001 per share.

“Company” means Cango Inc., an exempted company incorporated in the Cayman Islands whose registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and whose Class A ordinary shares are listed on the New York Stock Exchange under the symbol “CANG”.

“Equity Interests” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a company, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a company), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means US$2.70 per Class A Ordinary Share, subject to adjustment pursuant to the terms hereof.

“Majority Holders” means at any time, the Warrantholder(s) representing in excess of 50% of the Warrant Shares then issuable upon exercise in full of this Warrant.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Purchase Agreement” means the Securities Purchase Agreement, dated [*], 2026, by and between the Company and the Warrantholder, as may be amended in accordance with its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Warrant” means this Warrant.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated: ___________

[Signature Page to Warrant]

Annex A

[Form of Exercise Notice]

Date: _________________

TO: Cango Inc.

RE: Election to Purchase Class A Ordinary Shares

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the attached Warrant.

☐ Cash Exercise

(Signature must conform in all respects to name of Warrantholder as specified on the face of the Warrant)

Annex B

[Form of Transfer]

(To be executed by the registered Warrantholder to effect a transfer of the Warrant):

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________ (the “Transferee”) the right represented by the within Warrant to purchase ____ Class A ordinary shares, with par value of US$0.0001 per share, of Cango Inc. (the “Company”) to which the within Warrant relates and appoints the Company to transfer said right on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and with the Company that:

In the presence of:

EXHIBIT C

Form of Lock-up Agreement

CONFIDENTIAL

EXECUTION VERSOIN

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “Agreement”) is entered into on [●] by and between:

Each of the parties to this Agreement shall be referred to individually herein as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).

WHEREAS, on [●], 2026, the Company and the Purchaser entered into a Securities Purchase Agreement (as it may be amended in accordance with the terms thereof, the “Purchase Agreement”), pursuant to which upon the Closing thereunder, among others, the Purchaser will purchase a convertible note in the form attached as Exhibit A to the Purchase Agreement (the “Note”); and

WHEREAS, pursuant to the terms of the Purchase Agreement, and in view of the valuable consideration to be received by the Purchaser thereunder, the Parties desire to enter into this Agreement, pursuant to which the Conversion Shares (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

9.            Lock-Up Provisions.

(a)           From and after the date of issuance of any Conversion Share and ending on the one-year anniversary of such date (such period, the “Lock-up Period” with respect to such Conversion Share), without the prior written consent of the Company, the Purchaser (the “Restricted Party”) may not, and shall cause its Affiliates to not, directly or indirectly, Transfer such Conversion Share, or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, such Conversion Share or the Restricted Party’s voting or economic interest therein. For the avoidance of doubt, where the Purchaser effects a partial conversion of the Note, the Lock-Up Period with respect to the Conversion Shares issued in respect of such partial conversion shall run independently of any Lock-Up Period with respect to the Conversion Shares issued upon any prior or subsequent conversion. Any Transferor’s attempted Transfer of any Conversion Share not made in compliance with this Section 1 shall be null and void ab initio, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Conversion Share for all purposes of this Agreement and the constitutional documents of the Company.

(b)           Notwithstanding the foregoing, the Transfer restrictions in this Section 1(a) shall not apply to:

(c)           The Restricted Party agrees not to circumvent or otherwise avoid the Transfer restrictions set forth in this Agreement by entering into any arrangement the purpose or effect of which is to transfer the beneficial ownership of any Conversion Shares during the applicable Lock-up Period (including but not limited to causing or effecting, directly or indirectly, the Transfer, sale or issuance of any equity securities of or by the Restricted Party or any other Person). For the avoidance of doubt, none of the following shall, in and of itself, constitute a circumvention of this Agreement or a Transfer of Conversion Shares, provided that it does not result in any direct or indirect transfer of the beneficial ownership of any Conversion Shares: (i) any internal reorganization or restructuring that does not change the ultimate beneficial controller of the Restricted Party, or (ii) any issuance or transfer of equity securities by any listed parent of the Restricted Party not specifically linked to, secured against, or structured with reference to the Conversion Shares.

(d)           For purpose of this Agreement,

10.           Miscellaneous.

(a)           Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given or served (i) when delivered personally to the recipient, (ii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 2(a). A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 2(a). For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Hong Kong, New York, or the Cayman Islands are authorized or required by Applicable Law to be closed for business.

(b)           Amendment. This Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the Parties.

(c)            Company Cooperation. Upon the expiration or earlier termination of the applicable Lock-up Period with respect to any Conversion Shares pursuant to this Agreement, the Company shall promptly cooperate to effect any permitted Transfer of such Conversion Shares, including causing its transfer agent to remove any stop-transfer instructions or legends imposed solely pursuant to this Agreement.

(d)            Entire Agreement. This Agreement (including the exhibits or schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof.

(e)            Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

(f)            Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(g)           Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(h)           No Third-Party Beneficiaries. There are no third party beneficiaries of this Agreement (unless otherwise specified herein) and nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties and their respective successors, heirs and permitted assigns. Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement.

(i)            Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise.

(j)            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies.

(k)            Dispute Resolution. The Parties agree that any dispute relating to, arising out of, resulting from, directly or indirectly, or in connection with the interpretation of this Agreement, the performance of any Party under this Agreement or otherwise relating to this Agreement will be decided by a binding and final confidential arbitration administered by Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “HKIAC Rules”) in force at the time the arbitration is submitted. The seat of arbitration and the place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant shall nominate one (1) Arbitrator; the respondent shall nominate one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties from the day it is made. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(l)            Delay not a Waiver. No delay or omission to exercise, or failure to assert, any right, power or privilege of any Party under this Agreement shall impair any such right, power or privilege of such Party, nor shall it constitute, or be construed to be, a waiver of any such right, power or privilege. No single or partial exercise of any rights under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(m)           Interpretation; Certain Definition. For the purposes hereof: (i) words in the singular shall be construed to mean the plural and vice versa and words of one gender shall be construed to mean all other genders (including the neutral gender) as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the articles, sections or exhibits) and not to any particular provision of this Agreement, and Article, Section or Exhibit references are to the Article, Section or Exhibit to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall be deemed to be followed by the words “without limitation”; (iv) the words “or”, “any”, “neither”, “nor” or “either” shall not be exclusive; (v) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and (vi) references herein to any Applicable Law shall be deemed to refer to such Applicable Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.

(n)           Mutual Drafting. With regard to each and every term and condition of this Agreement, the Parties acknowledge and agree that the same have or has been mutually and fairly negotiated, prepared and drafted at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations, and if at any time this Agreement or any such terms or conditions are required to interpreted or construed in accordance with the terms herein, no consideration will be given to the Party which actually prepared, drafted or requested any term or condition of this Agreement. Each Party agrees that this Agreement has been purposefully drawn, jointly and equally drafted and correctly reflects each Party’s understanding of the transactions contemplated by this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Company and Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

[Signature Page to Lock-up Agreement]

[Signature Page to Lock-up Agreement]

Exhibit 99.3

EXECUTION VERSION

*** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. ***

CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE WILL BE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY IN COMPLIANCE WITH THAT LOCK-UP AGREEMENT BETWEEN THE ISSUER AND THE INITIAL NOTEHOLDER AND (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS DESCRIBED IN THIS CERTIFICATE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES EVIDENCED HEREBY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

CANGO INC.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Cango Inc., a Cayman Islands exempted company whose registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and whose Class A ordinary shares are listed on the NYSE under the symbol “CANG” (the “Issuer”), hereby promises to pay to DL Holdings Group Limited, a Cayman Islands exempted company whose registered office is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1709), or its permitted assigns (in its capacity as the sole holder of this Note (as defined below) on the Issuance Date, the “Initial Noteholder” and together with each other Person that becomes a holder of a note issued pursuant to the terms of this Note, collectively, the “Noteholder”), subject to the terms and conditions set forth herein, the amount set forth above as the Original Principal Amount (as increased or reduced pursuant to the terms hereof pursuant to PIK Amounts, redemption, conversion or otherwise in accordance with the terms of this Note, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case, in accordance with the terms hereof) and to pay interest (“Interest”) (if any) on any outstanding Principal on each Interest Date pursuant to the terms set forth herein until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Note (including the Annex attached hereto and any convertible note issued in exchange, transfer or replacement hereof in accordance with Section 11, this “Note”) is issued pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of April 1, 2026 between the Issuer and the Initial Noteholder, as amended from time to time. Certain capitalized terms used herein and not otherwise defined herein (including in Annex A (the “Definitions Annex”)) shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

For the avoidance of doubt, during the period from the date of delivery of any Redemption Notice and until the corresponding Optional Redemption is completed, any Noteholder Conversion Notice duly submitted by the Noteholder pursuant to Section 6(b)(iv) shall take absolute precedence over the Issuer’s election to redeem, and the Issuer shall honor such conversion in accordance with the terms of this Note prior to effecting any Optional Redemption.

If to the Issuer:

Cango Inc.

3131 McKinney Avenue

Dallas, Texas 75204, U.S.A.

with a copy to (which will constitute notice pursuant to Section 17):

Rm. 2605 Harbour Centre

25 Harbour Road

Wanchai, Hong Kong

E-mail: ir@cangoonline.com

with a copy to (which will not constitute notice):

Simpson Thacher & Bartlett

c/o 35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Yi Gao

E-mail: ygao@stblaw.com

and

Simpson Thacher & Bartlett LLP

6208 China World Tower B

1 Jian Guo Men Wai Avenue

Beijing 100004

China

Attention: Yang Wang

E-mail: yang.wang@stblaw.com

If to the Initial Noteholder:

DL Holdings Group Limited

Unit 2902, Vertical Square,

28 Heung Yip Road,

Wong Chuk Hang, Hong Kong

Attn:         William Li

E-mail:      [Redacted]

or to such other address or email address or to the attention of such other Person as the recipient party has specified by written notice given to each other party hereto five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email containing the time and date or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from an overnight courier service in accordance with clauses (A), (B) or (C) above, respectively.

[signature page follows]

IN WITNESS WHEREOF the parties have caused this Note to be duly executed as of the Issuance Date set forth above.

[Signature Page – Convertible Note]

Acknowledged and Agreed

as of the first date written above:

[Signature Page – Convertible Note]

EXHIBIT I

NOTEHOLDER CONVERSION NOTICE

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Cango Inc., a Cayman Islands exempted corporation (the “Issuer”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Optional Conversion Amount (as defined in the Note) of the Note indicated below into Class A Ordinary Shares, with par value of US$0.0001 per share (the “Class A Ordinary Shares”), of the Issuer, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

¨ Check here if the Noteholder not a U.S. person (as defined in Regulation S) and is not acting for the account or benefit of a U.S. Person.

Please issue the Class A Ordinary Shares into which the Note is being converted (in the form of uncertificated shares represented by an electronic position) to Noteholder as follows:

¨ Check here if requesting the shares be certificated (if permitted by law) and the delivery of a paper certificate to the following mailing address:

¨ Check here if requesting delivery by Deposit/Withdrawal in book entry form (subject to the availability of Issuer’s transfer agent):

EXHIBIT II

CANGO INC. REDEMPTION NOTICE

Reference is made to the Convertible Note (the “Note”) issued to the undersigned by Cango Inc., a Cayman Islands exempted company (the “Issuer”). In accordance with and pursuant to the Note, the undersigned hereby issues this redemption notice in connection with an Optional Redemption in exchange for (as indicated below) cash as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

The Issuer hereby certifies that the Optional Redemption Condition has been satisfied, as the last reported sale price of the Class A Ordinary Shares has exceeded [●]% of the then-effective Conversion Price of US$[●] for at least [●] Trading Days during the [●] consecutive Trading Day period ending on [date].

ANNEX A

CERTAIN DEFINED TERMS

Defined Terms. As used in this Note, the following terms have the meanings specified below:

“1933 Act” means the U.S. Securities Act of 1933.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

“Applicable Law” means all applicable national and international laws, treaties, statutes, decrees, edicts, codes, orders, judgments, rules, ordinances, decisions and regulations of any local, municipal, territorial, provincial, federal, national or any other duly constituted Governmental Authority.

“Bankruptcy Code” means Title 11 of the United States Code (11 USC § 101 et seq.).

“Bankruptcy Event of Default” is an Event of Default under Sections 7(a)(ix) or 7(a)(x).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Hong Kong, New York, or the Cayman Islands are authorized or required by Applicable Law to be closed for business.

“Capital Stock” means any and all shares, securities, interests, participations, preferred equity certificates, convertible preferred equity certificates or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Class A Ordinary Shares” means (i) the Issuer’s Class A ordinary shares, with par value of US$0.0001 per share, and (ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power of more than fifty percent (50%) of the total voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion Price” means US$1.62 per Class A Ordinary Share, subject to any adjustments as provided herein, provided that if an adjustment in Conversion Price made hereunder would reduce the Conversion Price to an amount below the par value of one Class A Ordinary Share, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of one Class A Ordinary Share.

“Debtor Relief Laws” means the Bankruptcy Code and all other Applicable Laws relating to the liquidation, winding-up, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, plan of arrangement, proposal or similar debtor relief laws, rules and regulations of any other applicable jurisdictions, whether directly or indirectly relating to the Issuer or any of its Subsidiaries, from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Issuer or its Subsidiaries shall be a Derivative Transaction.

“Eligible Market” means the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.

“Issuer Change of Control” means (i) any Person or group (other than Enduring Wealth Capital Limited and its Affiliates) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the Issuer, or (ii) the Issuer consummates any merger, consolidation or other business combination transaction, as a result of which the holders of voting securities of the Issuer immediately prior to such transaction do not hold a majority of the voting power of the surviving or acquiring entity immediately after such transaction.

“Issuer Change of Control Redemption Price” means the sum of (i) the portion of the Principal elected by the Noteholder to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“U.S. Dollars” or “$” refers to lawful U.S. Dollars.

“Governmental Authority” means any national, federal, state, provincial or local authority, court, government or self-regulatory organization (including any stock exchange), commission, tribunal or organization, or any regulatory agency, or any political or other subdivision, department or branch of any of the foregoing.

“Indebtedness” as applied to any Person means, without duplication,

provided, that (A) Indebtedness shall not include (1) trade payables and other ordinary course payables and accrued expenses arising in the ordinary course of business, (2) deferred or prepaid revenue, (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (4) any amounts payable by and between the Issuer or any of its Subsidiaries, (5) any Indebtedness defeased by such Person or by any Subsidiary of such Person and (6) contingent obligations incurred in the ordinary course of business; (B) the amount of Indebtedness of any Person for purposes of clause (vii) above shall be deemed to be equal to the lesser of (1) the aggregate unpaid principal amount of such Indebtedness and (2) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Lock-up Agreement” means the Lock-up Agreement dated as of April 1, 2026 between the Issuer and the Initial Noteholder, as amended from time to time.

“NYSE” means the New York Stock Exchange.

“Optional Redemption Price” means the sum of (i) the portion of the Principal elected by the Issuer to be redeemed and (ii) the accrued but unpaid Interest with respect to such portion of the Principal, if any, up to, but excluding the Redemption Date.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation, amalgamation or organization, memorandum and articles of association and its by-laws, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Applicable Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Note requires any Organizational Document to be certified by a secretary of state or similar Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental Authority.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Principal Market” means NYSE or any other market on which the Issuer’s Class A Ordinary Shares are listed (and, in the case of simultaneous listings on multiple markets, the majority of the Issuer’s Class A Ordinary Shares trade) at the applicable time.

“Redemption Date” means any date on which this Note is redeemed, as applicable, pursuant to an Optional Redemption or the Issuer Change of Control Redemption (as the case may be) by the Issuer.

“Reference Date” means the earlier of (i) the date on which this Note has been fully converted, redeemed or paid off in accordance with the terms hereof and (ii) the Maturity Date.

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, options, warrants, bonds, debentures, notes, or other evidences of Indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that the term “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s consolidated financial statements under U.S. GAAP; provided that in determining the percentage of ownership interests of any Person Controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Issuer.

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Trading Day” means, as applicable, (i) with respect to all price or trading volume determinations relating to the Class A Ordinary Shares, any day on which the Class A Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Class A Ordinary Shares, then on the principal securities exchange or securities market on which the Class A Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Class A Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Class A Ordinary Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Noteholder or (ii) with respect to all determinations other than price determinations relating to the Class A Ordinary Shares, any day on which the Principal Market (or any successor thereto) is open for trading of securities.

“Transaction Documents” shall have the meaning ascribed to it in the Securities Purchase Agreement.

“U.S.” means the United States of America.

“U.S. GAAP” means the United States Generally Accepted Accounting Principles.

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by Applicable Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Exhibit 99.4

EXECUTION VERSION

*** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. ***

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE AND THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE WILL BE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS DESCRIBED IN THIS CERTIFICATE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES EVIDENCED HEREBY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

WARRANT

to purchase

370,370

Class A Ordinary Shares

Cango INC.

Original Issue Date: April 1, 2026

“Class A Ordinary Shares” means the Class A ordinary shares of the Company, with par value of US$0.0001 per share.

“Company” means Cango Inc., an exempted company incorporated in the Cayman Islands whose registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands and whose Class A ordinary shares are listed on the New York Stock Exchange under the symbol “CANG”.

“Equity Interests” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a company, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a company), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means US$2.70 per Class A Ordinary Share, subject to adjustment pursuant to the terms hereof.

“Majority Holders” means at any time, the Warrantholder(s) representing in excess of 50% of the Warrant Shares then issuable upon exercise in full of this Warrant.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Purchase Agreement” means the Securities Purchase Agreement, dated April 1, 2026, by and between the Company and the Warrantholder, as may be amended in accordance with its terms.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Warrant” means this Warrant.

“THESE SECURITIES WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AND, ACCORDINGLY, MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) TO THE COMPANY, OR (IV) PURSUANT TO AN ORDINARY COURSE PLEDGE SUCH AS A BROKER LIEN OF ACCOUNT PROPERTY GENERALLY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

[Signature Page to Warrant]

Annex A

[Form of Exercise Notice]

Date: _________________

TO: Cango Inc.

RE: Election to Purchase Class A Ordinary Shares

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the attached Warrant.

☐ Cash Exercise

(Signature must conform in all respects to name of Warrantholder as specified on the face of the Warrant)

Annex B

[Form of Transfer]

(To be executed by the registered Warrantholder to effect a transfer of the Warrant):

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________ (the “Transferee”) the right represented by the within Warrant to purchase ____ Class A ordinary shares, with par value of US$0.0001 per share, of Cango Inc. (the “Company”) to which the within Warrant relates and appoints the Company to transfer said right on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and with the Company that:

In the presence of:

Exhibit 99.5

EXECUTION VERSION

*** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. ***

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “Agreement”) is entered into on April 1, 2026 by and between:

Each of the parties to this Agreement shall be referred to individually herein as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).

WHEREAS, on April 1, 2026, the Company and the Purchaser entered into a Securities Purchase Agreement (as it may be amended in accordance with the terms thereof, the “Purchase Agreement”), pursuant to which upon the Closing thereunder, among others, the Purchaser will purchase a convertible note in the form attached as Exhibit A to the Purchase Agreement (the “Note”); and

WHEREAS, pursuant to the terms of the Purchase Agreement, and in view of the valuable consideration to be received by the Purchaser thereunder, the Parties desire to enter into this Agreement, pursuant to which the Conversion Shares (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.            Lock-Up Provisions.

(a)            From and after the date of issuance of any Conversion Share and ending on the one-year anniversary of such date (such period, the “Lock-up Period” with respect to such Conversion Share), without the prior written consent of the Company, the Purchaser (the “Restricted Party”) may not, and shall cause its Affiliates to not, directly or indirectly, Transfer such Conversion Share, or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, such Conversion Share or the Restricted Party’s voting or economic interest therein. For the avoidance of doubt, where the Purchaser effects a partial conversion of the Note, the Lock-Up Period with respect to the Conversion Shares issued in respect of such partial conversion shall run independently of any Lock-Up Period with respect to the Conversion Shares issued upon any prior or subsequent conversion. Any Transferor’s attempted Transfer of any Conversion Share not made in compliance with this Section 1 shall be null and void ab initio, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Conversion Share for all purposes of this Agreement and the constitutional documents of the Company.

(b)            Notwithstanding the foregoing, the Transfer restrictions in this Section 1(a) shall not apply to:

(c)            The Restricted Party agrees not to circumvent or otherwise avoid the Transfer restrictions set forth in this Agreement by entering into any arrangement the purpose or effect of which is to transfer the beneficial ownership of any Conversion Shares during the applicable Lock-up Period (including but not limited to causing or effecting, directly or indirectly, the Transfer, sale or issuance of any equity securities of or by the Restricted Party or any other Person). For the avoidance of doubt, none of the following shall, in and of itself, constitute a circumvention of this Agreement or a Transfer of Conversion Shares, provided that it does not result in any direct or indirect transfer of the beneficial ownership of any Conversion Shares: (i) any internal reorganization or restructuring that does not change the ultimate beneficial controller of the Restricted Party, or (ii) any issuance or transfer of equity securities by any listed parent of the Restricted Party not specifically linked to, secured against, or structured with reference to the Conversion Shares.

(d)            For purpose of this Agreement,

2.            Miscellaneous.

(a)            Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given or served (i) when delivered personally to the recipient, (ii) when sent, if sent by electronic mail or facsimile (if provided), during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, and in each such case upon confirmation of receipt by the intended recipient or when sent with no undeliverable email or other undeliverable or rejection notice, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five (5) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 2(a). A courtesy electronic copy of any notice sent by methods (i), (iii) or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 2(a). For the purposes of this Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Hong Kong, New York, or the Cayman Islands are authorized or required by Applicable Law to be closed for business.

(b)            Amendment. This Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by each of the Parties.

(c)            Company Cooperation. Upon the expiration or earlier termination of the applicable Lock-up Period with respect to any Conversion Shares pursuant to this Agreement, the Company shall promptly cooperate to effect any permitted Transfer of such Conversion Shares, including causing its transfer agent to remove any stop-transfer instructions or legends imposed solely pursuant to this Agreement.

(d)            Entire Agreement. This Agreement (including the exhibits or schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof.

(e)            Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

(f)            Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(g)            Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all Parties had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(h)            No Third-Party Beneficiaries. There are no third party beneficiaries of this Agreement (unless otherwise specified herein) and nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties and their respective successors, heirs and permitted assigns. Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement.

(i)            Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise.

(j)            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong (without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any Governmental Authority related hereto), including matters of validity, construction, effect, performance and remedies.

(k)            Dispute Resolution. The Parties agree that any dispute relating to, arising out of, resulting from, directly or indirectly, or in connection with the interpretation of this Agreement, the performance of any Party under this Agreement or otherwise relating to this Agreement will be decided by a binding and final confidential arbitration administered by Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “HKIAC Rules”) in force at the time the arbitration is submitted. The seat of arbitration and the place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant shall nominate one (1) Arbitrator; the respondent shall nominate one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties from the day it is made. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(l)            Delay not a Waiver. No delay or omission to exercise, or failure to assert, any right, power or privilege of any Party under this Agreement shall impair any such right, power or privilege of such Party, nor shall it constitute, or be construed to be, a waiver of any such right, power or privilege. No single or partial exercise of any rights under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(m)            Interpretation; Certain Definition. For the purposes hereof: (i) words in the singular shall be construed to mean the plural and vice versa and words of one gender shall be construed to mean all other genders (including the neutral gender) as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the articles, sections or exhibits) and not to any particular provision of this Agreement, and Article, Section or Exhibit references are to the Article, Section or Exhibit to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall be deemed to be followed by the words “without limitation”; (iv) the words “or”, “any”, “neither”, “nor” or “either” shall not be exclusive; (v) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and (vi) references herein to any Applicable Law shall be deemed to refer to such Applicable Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.

(n)            Mutual Drafting. With regard to each and every term and condition of this Agreement, the Parties acknowledge and agree that the same have or has been mutually and fairly negotiated, prepared and drafted at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations, and if at any time this Agreement or any such terms or conditions are required to interpreted or construed in accordance with the terms herein, no consideration will be given to the Party which actually prepared, drafted or requested any term or condition of this Agreement. Each Party agrees that this Agreement has been purposefully drawn, jointly and equally drafted and correctly reflects each Party’s understanding of the transactions contemplated by this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the Company and Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

[Signature Page to Lock-up Agreement]

[Signature Page to Lock-up Agreement]