[SCHEDULE 13D/A] Cango Inc. American SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A (Amendment 4) discloses a major governance shift at Cango Inc. (CANG). On 23 Jul 2025, reporting persons Mr. Xiaojun Zhang and his wholly-owned Eagle Central Holding Ltd. sold 5 million Class B shares (20 votes/share) to Enduring Wealth Capital Ltd. (EWCL) for US$35 million, of which US$7.5 million is contingent on future conditions. Simultaneously, Zhang voluntarily converted all remaining Class B shares to Class A (1 vote/share).

Post-transaction, Zhang’s ownership equals 47,055,653 Class A shares (13.1% of the class), including 13,779,866 options exercisable within 60 days, representing 8.4% of total voting power. Eagle Central directly holds 33,275,787 Class A shares (9.7%). Because Zhang and fellow shareholder Jiayuan Lin no longer control >50% of voting power, the board and management were re-structured at EWCL’s request. The long-standing voting agreement between Zhang and Lin was terminated the same day.

The filing states the shares are held for investment purposes; future acquisitions or dispositions may occur depending on market conditions. No other specific plans under Items 4(a)-(j) are currently declared.

Positive

• Reduction in founder super-voting control could improve long-term corporate governance and minority shareholder influence.
• Termination of the Zhang-Lin voting agreement removes a private decision-making bloc, potentially increasing board independence.

Negative

• Transfer of 5 million high-vote Class B shares to EWCL installs a new, concentrated voting holder, creating fresh control risk for public investors.
• No cash enters Cango’s balance sheet; insiders, not the company, receive US$35 million, offering no immediate financial benefit to shareholders.

Insights

Corporate Governance Expert

TL;DR: Founder loses super-voting control; new investor gains it—material governance rebalancing but not a full change-of-control.

The sale and conversion collapse much of Cango’s dual-class imbalance. While EWCL now wields 100 million voting rights (5 m × 20), Zhang’s voting influence drops to 8.4%. Terminating the Zhang-Lin voting pact and board overhaul signal a realignment toward EWCL’s agenda. Investors should watch whether the new structure improves minority-shareholder protections or merely swaps one controlling bloc for another.

Securities Analyst

TL;DR: Transaction is impactful; control premium paid to insiders, strategic direction subject to EWCL.

The US$35 m proceeds go to selling insiders, not the company, so there is no balance-sheet benefit. However, a new strategic shareholder with enhanced voting power could influence capital allocation, M&A, and listing status. The contingent US$7.5 m hints at performance or regulatory hurdles. Overall risk profile increases until EWCL’s intentions become clear.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Cango Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

137586103

(CUSIP Number)

Mr. Xiaojun Zhang
Flat A, 41/F, 8 Jones Street, Tai Hang
Hong Kong, K3, 00000
852-9235-6998

Yi Gao, Esq.
Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central
Hong Kong, K3, 00000
852-2514-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 137586103

1

Name of reporting person

Xiaojun Zhang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,055,653.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,055,653.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,055,650.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Box 7, Box 9 and Box 11 - Represents (i) 33,275,787 Class A ordinary shares held by Eagle Central Holding Limited and (ii) 13,779,866 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him. Box 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 344,530,449 Class A ordinary shares of the Issuer issued and outstanding as of July 17, 2025, as provided by the Issuer and (ii) 13,779,866 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. The voting power of the shares beneficially owned by the reporting person represents 8.4% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 344,530,449 Class A ordinary shares and 10,000,000 Class B ordinary shares of the Issuer issued and outstanding as of July 17, 2025, as provided by the Issuer, as well as (ii) 13,779,866 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

SCHEDULE 13D

CUSIP No. 137586103

1

Name of reporting person

Eagle Central Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 33,275,787.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,275,787.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,275,787.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Box 7, Box 9 and Box 11 - Represents 33,275,787 Class A ordinary shares held by Eagle Central Holding Limited. Box 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on 344,530,449 Class A ordinary shares of the Issuer issued and outstanding as of July 17, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value US$0.0001 per share
(b)	Name of Issuer: Cango Inc.
(c)	Address of Issuer's Principal Executive Offices: 2605, 26/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong, HONG KONG , 00000.
Item 1 Comment: This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") hereby amends the prior statement on Schedule 13D initially filed with the U.S. Securities and Exchange Commission on June 23, 2022, as amended by the Amendment No. 1 to Schedule 13D filed on March 3, 2023, the Amendment No. 2 to Schedule 13D filed on August 20, 2024 and the Amendment No. 3 to Schedule 13D filed on June 4, 2025 (as so amended, collectively, the "Schedule 13D"), on behalf of each of Mr. Xiaojun Zhang, a citizen of the People's Republic of China, and Eagle Central Holding Limited, a company established in the British Virgin Islands and wholly owned by Mr. Xiaojun Zhang. Except as amended and supplemented herein, the information previously reported in the Schedule 13D remains unchanged. Capitalized terms used but not defined herein have the meanings assigned thereto in the Schedule 13D.
Item 2.	Identity and Background
(b)	Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: Eagle Central Holding Limited is wholly owned by Mr. Xiaojun Zhang. Accordingly, Mr. Xiaojun Zhang may be deemed to beneficially own all the ordinary shares beneficially owned by Eagle Central Holding Limited. The business address of Mr. Xiaojun Zhang is Flat A, 41/F, 8 Jones Street Tai Hang, Hong Kong. Mr. Xiaojun Zhang's principal business is a financial investor exploring investment opportunities. The registered address of Eagle Central Holding Limited is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands. The principal business of Eagle Central Holding Limited is to hold assets for Mr. Xiaojun Zhang.
(c)	Please refer to item 2(b).
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. On June 2, 2025, Mr. Xiaojun Zhang and Eagle Central Holding Limited entered into a securities purchase agreement (the "Agreement") with Enduring Wealth Capital Limited, a company established in the British Virgin Islands ("EWCL"), among others. On July 23, 2025, pursuant to the Agreement, Eagle Central Holding Limited sold an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions) (the "Resale Transaction"). Pursuant to the Agreement, Mr. Jiayuan Lin, another shareholder of the Issuer, and his holding company also sold an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions). The Issuer is also a party to the Agreement and agreed to undertake certain corporate actions in connection with the Resale Transaction. Pursuant to the Agreement, in connection with the Resale Transaction, the Issuer has taken necessary corporate actions to ensure that the shares of the Issuer acquired by EWCL from Eagle Central Holding Limited continue to be Class B ordinary shares which are entitled to 20 votes per share, and Mr. Xiaojun Zhang voluntarily converted all of the remaining Class B ordinary shares held by the Reporting Persons into Class A ordinary shares of the Issuer with one vote per share. Following the foregoing transactions, Mr. Xiaojun Zhang and Mr. Jiayuan Lin ceased to collectively hold more than 50% of the total voting power of the outstanding shares of the Issuer. In addition, the board and management team of the Issuer have restructured in such manner as requested by EWCL upon and effective immediately after closing of the Resale Transaction on July 23, 2025. The Issuer's execution of the Agreement was approved by the Issuer's audit committee and board. As contemplated by the Agreement, on July 17, 2025, the Issuer also obtained shareholders' approval of the corporate actions that the Issuer needed to take to ensure that the shares acquired by EWCL from Eagle Central Holding Limited continue to be Class B ordinary shares with 20 votes per share and to perform the Issuer's other obligations under the Agreement, among others. The securities reported herein are held for investment purposes and the Reporting Persons intend to review their investment on a continuing basis. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of ordinary shares of the Issuer or any securities exercisable for or convertible into ordinary shares of the Issuer, depending on overall market conditions, performance and prospects of the Issuer, subsequent developments affecting the Issuer, other investment opportunities available to the Reporting Persons and other investment considerations, the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer. Any of the foregoing actions may be effected at any time or from time to time, subject to applicable law. Each Reporting Person, in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one or more other shareholders or other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. As of the date hereof, (i) 33,275,787 Class A ordinary shares are held directly by Eagle Central Holding Limited, and (ii) Mr. Xiaojun Zhang holds options to purchase up to13,779,866 Class A ordinary shares exercisable within 60 days of the date hereof. The percentage of the class of securities beneficially owned is calculated based on (i) 344,530,449 Class A ordinary shares of the Issuer issued and outstanding as of July 17, 2025, as provided by the Issuer and (ii) 13,779,866 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised, as applicable. The voting power of the shares beneficially owned by Mr. Xiaojun Zhang represents 8.4% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 344,530,449 Class A ordinary shares and 10,000,000 Class B ordinary shares of the Issuer issued and outstanding as of July 17, 2025, as provided by the Issuer, as well as (ii) 13,779,866 Class A ordinary shares that Mr. Xiaojun Zhang has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. In addition to the Special Option Grant, as described further in Item 6 below, the Issuer previously granted certain options to purchase Class A ordinary shares to Mr. Xiaojun Zhang pursuant to the Issuer's 2018 share incentive plan (the "2018 Plan").
(b)	Please refer to item 5(a).
(c)	The information set forth in Items 3, 4 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A ordinary Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended by replacing the last two paragraphs under the caption "Voting Agreement" thereof in its entirety with the following: On June 25, 2019, Mr. Xiaojun Zhang and Mr. Jiayuan Lin, who was a director and the chief executive officer of the Issuer, entered into an amended and restated voting agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, Mr. Zhang and Mr. Lin shall consult with each other and reach a consensus (i) before making a proposal to a shareholders' meeting of the Issuer and (ii) before exercising voting rights in a shareholders' meeting of the Issuer. On July 23, 2025, Mr. Xiaojun Zhang and Mr. Jiayuan Lin terminated the aforementioned Voting Agreement.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended by adding the following: D. Termination Agreement, dated July 23, 2025, by and between Xiaojun Zhang and Jiayuan Lin.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Xiaojun Zhang

Signature:	/s/ Xiaojun Zhang
Name/Title:	Xiaojun Zhang
Date:	07/25/2025

Eagle Central Holding Limited

Signature:	/s/ Xiaojun Zhang
Name/Title:	Xiaojun Zhang/Authorized Signatory
Date:	07/25/2025

FAQ

Why did Cango (CANG) insiders file Amendment No. 4 to Schedule 13D?

To report the 23 Jul 2025 sale of 5 m Class B shares to Enduring Wealth Capital Ltd. and related governance changes.

How much of Cango’s stock does Xiaojun Zhang now control?

He beneficially owns 47,055,653 Class A shares, equal to 13.1 % of the class and 8.4 % of total voting power.

What voting power did Eagle Central Holding retain?

Eagle Central holds 33,275,787 Class A shares with standard one-vote rights; no Class B shares remain under its control.

Who is Enduring Wealth Capital Ltd. (EWCL)?

A British Virgin Islands entity that purchased 5 m Class B shares, gaining 20 votes per share and significant influence over Cango.

Does the US$35 million purchase price benefit Cango’s balance sheet?

No. The payment goes to selling shareholders; Cango issued no new shares and receives no proceeds.

What happened to the dual-class structure after the transaction?

Founders’ remaining Class B shares were converted to Class A; EWCL’s acquired shares remain Class B, so dual-class persists but with a new controller.