Cenntro Inc 6-K, filed Nov 24, 2021

Cenntro Inc. (CENN)

6-K 2021-11-24 For: 2021-11-24

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Added on July 04, 2026

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Cenntro Inc filed this 6-K on November 24, 2021.

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Exhibit No.		Description

99.1		Notice of Extraordinary General Meeting.

99.2		Notice of Availability of Proxy Materials.

99.3		Form of Proxy Card.

Dated:	November 24, 2021

		NAKED BRAND GROUP LIMITED

		By:	/s/ Justin Davis-Rice
		Name:	Justin Davis-Rice
		Title:	Executive Chairman

●	each Non-Executive Director recommends that Shareholders vote in favour of the Transaction Resolutions; and

●	each Non-Executive Director confirms that they intend to vote any Shares that they own in favour of the Transaction Resolutions.

Question	Answer	Reference
Who is Cenntro?	Cenntro is a designer and manufacturer of electric light- and medium-duty commercial vehicles (ECVs). Its purpose-built ECVs are designed to serve a variety of corporate and governmental organizations in support of city services, last-mile delivery and other commercial applications. As of June 30, 2021, Cenntro has sold or put into service more than 3,100 units of its first ECV model, the Metro®, in 16 countries across North America, Europe and Asia. Cenntro plans to introduce four new ECV models to serve the light- and medium-duty market by the end of 2021. Cenntro’s mission is to leverage its technological and research and development capabilities in areas such as vehicle design, digital component development, vehicle control software, and “smart” driving to become a technology leader in the ECV market. Prior to the Closing of the Proposed Transaction, the entities that comprise Cenntro (being the CAG Subs) are wholly owned subsidiaries of CAG. As of the date of this Explanatory Memorandum, the Chief Executive Officer of CAG, Peter Wang, indirectly owns approximately 40.318% of CAG, on a fully diluted basis, which ownership he holds through CEL and TCL. Mr. Wang has a significant influence over all corporate matters relating to CAG.	Section 1.2
Why is Shareholder approval being sought for the Proposed Transaction?	The Proposed Transaction is conditional on the Company and CAG obtaining all necessary regulatory and shareholder approvals. Shareholder approval is being sought pursuant to and in accordance with item 7 of section 611 of the Corporations Act in relation to the issue of the Acquisition Shares by the Company to CAG as consideration for the acquisition by the Company of the Cenntro Shares from CAG, the subsequent Distribution of the Acquisition Shares by CAG to the CAG Shareholders promptly following Closing, and entry into the Lock-up Agreements.	Section 1.3
What will the shareholding in the Company be as a result of the Proposed Transaction being approved?	Refer to the table at Section 1.4.1 “Effect of the Proposed Transaction on the capital structure of the Company” showing the anticipated pro-forma ownership of the Company post-Closing.	Section 1.4.1
What are the future intentions for the Company?	Following Closing, it is contemplated that CAG will immediately distribute the Acquisition Shares and no longer remain a shareholder of the enlarged group of the Company (that will include the CAG Subs) that will exist after Closing (Enlarged Group). The Wang Parties, as principal shareholders of CAG and the Company following the Closing, currently: (a) intend to be supportive of the continued operation of the existing ECV Business and projects and do not intend to make any significant changes to the ECV Business, other than with respect to the proposed expansion of current operations, including, for instance, establishing new assembly facilities in Dusseldorf, Germany and Jacksonville, Florida, as previously disclosed to the Company; (b) have no intention of injecting further capital into the Enlarged Group; (c) have no intention of making material changes regarding the future employment of substantially all the present employees of the Enlarged Group; (d) intend to retain the composition of the Board as it will be constituted at completion of the Proposed Transaction; (e) do not intend to redeploy any fixed assets of the Enlarged Group, other than with respect to the proposed expansion of current operations described above; (f) do not intend to transfer any property between the Enlarged Group and CAG, the Wang Parties or any of their respective associates; and (g) have no intention to change the Enlarged Group's existing policies in relation to financial matters or dividends.	Section 1.4.2

Question	Answer	Reference
What is the proposed structure of the Board following Closing?	Under the Stock Purchase Agreement, immediately following the Closing Date, the Board will consist of up to five Directors, which will initially include (subject to the approval of Resolution 3 to amend the Constitution to introduce staggered classes): (a) one Director nominee designated by the Company, namely Justin Davis-Rice, an existing Director, as a class II Director; (b) four Director nominees designated by the Wang Parties (Wang Parties Nominee Directors), namely: (i) Peter Wang, as managing Director and chairman of the Board; (ii) Chris Thorne, as a class I Director; (iii) Joe Tong, as a class II Director; and (iv) Simon Charles Howard Tripp, an existing Director, as a class III Director. Refer to Section 1.1.7 for why Mr. Tripp has been designated a Director nominee by the Wang Parties. Biographies of Mr. Davis-Rice and Mr. Tripp, who will stay on the Board, are set out at Section 1.4.3.1. Biographies of Mr. Wang, Mr. Thorne and Mr. Tong, who will be appointed to the Board subject to the approval of Resolution 4, are set out at Section 1.4.3.2.	Section 1.4.3.2 Section 4
Why is Shareholder approval being sought for the Company to change its name?	Sections 157(1) and 136(2) of the Corporations Act require that the Company pass a special resolution to change the name of the Company from “Naked Brand Group Limited” to “Cenntro Electric Group Limited” and to amend the Constitution to reflect the Company’s new name. This change of name is consistent with the Company becoming the holding company for the CAG Subs that will continue to operate the ECV Business following consummation of the Proposed Transaction.	Section 2
Why is Shareholder approval being sought for the Company to amend its Constitution?	Section 136(2) of the Corporations Act requires that the Company pass a special resolution to amend the Constitution. It is proposed that existing sub-rules 19.1-19.3 of rule 19 “Directors” of the Constitution be deleted in their entirety and replaced with the new sub-rules 19.1-19.3 set out in Section 3 to permit three staggered classes of directors. The Company and CAG believe that having staggered classes of directors will encourage stability in leadership following the Proposed Transaction and will assure desirable continuity in policy following the Proposed Transaction.	Section 3

	(a)	CAG’s acquisition of the Acquisition Shares;

	(b)	the distribution of the Acquisition Shares by CAG to the CAG Shareholders; and

	(c)	the entry into the Lock-up Agreements (refer to the table at section 1.3.3 of the Explanatory Memorandum),

(a)	the persons proposing to make the acquisitions and their associates; or

(b)	the persons from whom the acquisitions are to be made and their associates.

(a)	a person as proxy for a person who is entitled to vote on this Resolution, in accordance with the directions on the Proxy Form;

(b)	the person chairing the meeting as proxy for a person who is entitled to vote on this Resolution, in accordance with a direction on the Proxy Form to vote as the proxy decides; or

(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

	(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

	(ii)	the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

(a)	a person as a proxy or attorney for a person who is entitled to vote on Resolutions 6.1 and 6.2, in accordance with the directions or attorney to vote on the Resolutions in that way; or

(b)	the Chair as proxy or attorney for a person who is entitled to vote on Resolutions 6.1 and 6.2, in accordance with a direction given to the Chair to vote on the Resolutions in that way.

	(i)	a member of the Key Management Personnel of the Company; or

	(ii)	a Closely Related Party of such a member; and

c)	Voting by proxy

(a)	A Shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the Shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the Shareholder.

(b)	Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the Shareholder’s voting rights at the Meeting.

(c)	A proxy need not be a shareholder of the Company.

(d)	A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

(e)	A proxy vote may be submitted by Internet at www.cstproxyvote.com and following the instructions on the Proxy Form. To be valid, a proxy submitted by Internet must be submitted by the date and time stipulated on the Proxy Form.

(f)	A Proxy Form accompanies this Notice. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience. The Proxy Form also may be returned by email. For the Proxy Form to be valid it must be signed, dated and received, together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of attorney, by 10:00am (AEDT) on Sunday, 19 December 2021 (6:00pm (EST) on Saturday, 18 December 2021):

	Post to: Continental Stock Transfer & Trust Co., 1 State Street - Floor 30, New York, NY 10275-0741

	Email to: proxy@continentalstock.com

Event	Date
Date of this Notice of Meeting and Explanatory Memorandum	Tuesday, 23 November 2021
Latest time for receipt of Proxy Forms	10:00am on Sunday, 19 December 2021 (AEDT) / 6:00pm on Saturday, 18 December 2021 (EST)
Determination of voting entitlements for Meeting	10:00am on Tuesday, 21 December 2021 (AEDT) / 6:00pm on Monday, 20 December 2021 (EST)
Extraordinary General Meeting	10:00am on Tuesday, 21 December 2021 (AEDT) / 6:00pm on Monday, 20 December 2021 (EST)
Share Consolidation	Thursday, 23 December 2021 (AEDT) / Wednesday, 22 December 2021 (EST)
Target Closing Date for the Proposed Transaction*	by 31 December 2021
Target date for Distribution	by 31 December 2021

	●	As promptly as practicable, NBG will prepare and file with ASIC this Notice of Meeting for the purpose of convening the Extraordinary General Meeting to consider and, if thought fit, vote in favour of the Transaction Resolutions.

	●	NBG will take all action within its power as may be necessary and appropriate such that, immediately following the Closing, the Board of Directors of NBG will consist of up to five directors, which will initially include one director nominee to be designated by NBG, in its sole discretion, prior to the Closing, and four director nominees to be designated by the Wang Parties (as defined below), in their sole discretion, prior to the Closing. In addition, NBG will take all action within its power as may be necessary or appropriate such that, immediately following the Closing, the current executive officers of Cenntro will be the initial executive officers of NBG after the Proposed Transaction, as follows: Peter Wang, Chief Executive Officer; Edmond Cheng, Chief Financial Officer; Wei Zhong, Chief Technology Officer; and Marianne McInerney, Chief Marketing Officer.

	●	NBG will completely divest itself of the business operated through FOH Online Corp., a wholly owned subsidiary of NBG.

	●	NBG, CAG and CAG Subs will cooperate to establish an equity incentive plan and an employee stock purchase plan.

	●	At any time on or prior to the Closing Date, NBG may consummate the sale of newly issued Shares or Share equivalents, for cash, in one or more public or private additional financings, provided that the additional financings will not exceed gross proceeds of US$100 million in the aggregate, on such terms as NBG, after consultation with CAG, will determine, in its reasonable discretion (Additional Financing), and provided further that all such Additional Financings meet certain other conditions as set forth in the Stock Purchase Agreement.

	●	Either (i) CAG will have received a written no objection notification under the FATA from the Australian Commonwealth Treasurer (or its delegate) in respect of CAG and certain holders of the capital stock of CAG acquiring the Acquisition Shares in accordance with the Stock Purchase Agreement, either on an unconditional basis or subject to such conditions acceptable to CAG (acting reasonably and in good faith), or (ii) the Australian Commonwealth Treasurer, by reason of lapse of time, will no longer be empowered to make an order under the FATA in respect of the acquisition of the Acquisition Shares by CAG and certain holders of the capital stock of CAG in the manner contemplated by the Stock Purchase Agreement on grounds that the Australian Commonwealth Treasurer was otherwise empowered to make under the FATA.

	●	The Proposed Transaction will have been approved by (i) the prior written consent of China Logistic Investment Holding (5) Limited and (ii) approved and authorized by holders of issued and outstanding shares of CAG capital stock, which carry, in the aggregate, not less than two-thirds of the total voting power of all the issued and outstanding shares of CAG.

	●	The Transaction Resolutions will have been approved by the required affirmative vote of the Shareholders of NBG.

	●	No governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling which is then in effect and has the effect of making the Proposed Transaction illegal or otherwise prohibiting consummation of the Proposed Transaction.

	●	All specified waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) will have expired or been terminated.

	●	The initial listing application filed with Nasdaq in connection with the transactions contemplated by the Stock Purchase Agreement with respect to the Acquisition Shares will have been approved and the Acquisition Shares will have been approved for listing on Nasdaq, as at the date of the Closing.

	●	NBG will have entered into the registration rights agreement as described below.

	●	The representations and warranties of CAG and the CAG Subs will be true and correct as of the Closing (subject to certain bring-down standards).

	●	CAG and CAG Subs will have performed or complied in all material respects with all agreements and covenants required by the Stock Purchase Agreement to be performed or complied with by them on or prior to the date of the Closing.

	●	No material adverse effect with respect to CAG Subs, taken as a whole, will have occurred between the date of the Stock Purchase Agreement and the Closing.

	●	No litigation, suit, claim, action, proceeding or investigation shall be pending or threatened by any governmental entity which is reasonably likely to prevent consummation of the transactions contemplated by the Stock Purchase Agreement, cause any of the transactions contemplated by the Stock Purchase Agreement to be rescinded following consummation, or affect materially and adversely the right of CAG Subs to own, operate, or control the CAG Subs or any of their assets and operations following the Proposed Transaction and no award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling issued by a governmental authority to any such effect will be in effect.

	●	CAG will have obtained certain consents and approvals described in the Stock Purchase Agreement.

	●	NBG will have performed or complied with in all material respects with all agreements and covenants required by the Stock Purchase Agreement to be performed or complied with by it on or prior to the date of the Closing.

	●	No material adverse effect with respect to NBG and its subsidiaries, taken as a whole, will have occurred between the date of the Stock Purchase Agreement and the Closing.

	●	No litigation, suit, claim, action, proceeding or investigation will be pending or threatened by any governmental entity which is reasonably likely to prevent consummation of the transactions contemplated by the Stock Purchase Agreement, cause any of the transactions contemplated by the Stock Purchase Agreement to be rescinded following consummation, or affect materially and adversely or otherwise encumber the title of the Acquisition Shares to be issued to CAG by NBG in connection with the Proposed Transaction and no award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling issued by a governmental authority to any such effect will be in effect.

	●	NBG will have obtained certain consents and approvals described in the Stock Purchase Agreement.

	●	NBG will have been in compliance in all material respects with the reporting requirements under the Securities Act and the U.S. Securities Exchange Act of 1934, as amended (Exchange Act) between the date of the Stock Purchase Agreement and the Closing.

	●	NBG’s chief executive officer and chief financial officer will have resigned from all of their positions and offices with NBG.

	●	NBG will have completed the divestiture of the business operated through FOH Online Corp., in compliance with the terms and conditions of the Stock Purchase Agreement.

	●	NBG will have cash of at least US$282 million immediately prior to the Closing.

	●	The five-day average trading price for the five consecutive trading days ending on (and inclusive of) the date of the Closing (after giving effect to the consolidation of share capital of NBG under Resolution 5) will not be less than US$5.00 per NBG ordinary share.

	●	NBG and its subsidiaries will not have any liabilities in excess of US$10 million in the aggregate, other than certain non-monetary or contingent liabilities described in the Stock Purchase Agreement.

	●	by mutual written consent of NBG and CAG at any time;

	●	by either NBG or CAG if the Proposed Transaction is not consummated on or before 5 May 2022 (Outside Date), provided that the right to terminate the Stock Purchase Agreement will not be available to any party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of the Stock Purchase Agreement;

	●	by either NBG or CAG if a governmental entity shall have enacted, issued, promulgated, enforced or entered any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling which has become final and non-appealable and has the effect of permanently making consummation of the Proposed Transaction illegal or otherwise preventing or prohibiting consummation of the Proposed Transaction;

	●	by either NBG or CAG upon a material breach of any covenant or agreement set forth in the Stock Purchase Agreement on the part of CAG or CAG Subs or NBG, as applicable, or if any representation or warranty of CAG or CAG Subs or NBG, as applicable, has become inaccurate or untrue such that the conditions to Closing would not be satisfied as of the time of such breach or as of the time such representation or warranty having become untrue, and if curable, has not cured by the earlier of 30 days after notice of such breach and the Outside Date, provided that the terminating party is itself not in material breach of the Stock Purchase Agreement that has not been cured;

	●	by NBG, if CAG fails to obtain requisite approval of the Proposed Transaction by CAG’s shareholders within 20 business days following the date of the Stock Purchase Agreement; or

	●	by CAG or NBG, if the Transaction Resolutions fail to receive the requisite vote for approval at the Extraordinary General Meeting called for the purpose of voting in favor of such matters.

	●	Beneficial Ownership Limit: Notwithstanding the Investors’ agreement to purchase Shares, the Securities Purchase Agreement provides that no Investor will purchase securities to the extent that such purchase will result in the Investor beneficially owning in excess of 9.9% of the then issued and outstanding Shares on the date of the closing under the Securities Purchase Agreement (Beneficial Ownership Limit).

	●	Ownership Requirement: The Investors are required to own at least the number of Shares purchased on the date of the closing under the Securities Purchase Agreement through the date of the Extraordinary General Meeting called for the purpose of voting in favor of the Transaction Resolutions.

	●	Prospectus Supplement: NBG agreed to file a prospectus supplement to the automatic shelf registration statement on Form F-3 (File No. 333-256258) which will offer for resale the Shares sold to the Investors (including the Warrant Shares, in an amount equal to 150% of the number of Warrant Shares initially issuable upon cash exercise of the Warrants).

	●	Net Share Cashless Exercise: The Warrants can be exercised on a cashless, net share exercise basis at any time and from time to time commencing six months after the date of issuance.

	●	Black-Scholes Cashless Exercise: At any time, the Warrants may be exercised on a cashless basis for a number of Warrant Shares equal to the Black-Scholes value per Warrant Share, multiplied by the number of Shares as to which the Warrant is being exercised, divided by the Closing Bid Price (defined below) as of two trading days prior to the exercise date (but not less than the floor price specified in the Warrants). For this purpose, the Black-Scholes value per Warrant Share is calculated using an underlying price of US$0.701; a risk-free interest rate corresponding to the U.S. Treasury rate; a strike price equal to the Exercise Price; an expected volatility equal to 135%; and a deemed remaining term of five years (regardless of the actual remaining term of the Warrant). Accordingly, the Black-Scholes value calculation will not change as a result of future changes in the stock price, risk-free interest rate, volatility or remaining life of the Warrants. As a result of the Black-Scholes cashless exercise provision, the number of Shares issued upon exercise of the Warrants may substantially exceed 82,335,329 Shares. In no event, however, will the number of Shares issued upon exercise of the Warrants exceed 247,005,988 Shares.

	●	Automatic Exercise. Immediately prior to the consummation of the Proposed Transaction, the Warrants will automatically be exercised pursuant to a Black-Scholes cashless exercise.

	●	Beneficial Ownership Limit: Except for an automatic exercise of the Warrants as described above, the Warrants may not be exercised to the extent the holder or any of its affiliates would beneficially own more than the Beneficial Ownership Limit after giving effect to such exercise.

	●	Structural Anti-Dilution: The Exercise Price and number of Warrant Shares covered by the Warrants are subject to adjustment for stock splits, stock combinations and certain other transactions affecting NBG’s share capital as a whole.

●	the issue of the Acquisition Shares to CAG on Closing, the Distribution of the Acquisition Shares by CAG to the CAG Shareholders promptly following Closing, and each other acquisition of a relevant interest in Shares under the Proposed Transaction for the purposes of item 7 of section 611 of the Corporations Act (see Resolution 1);

●	the change of the name of the Company to Cenntro Electric Group Limited from Closing (see Resolution 2);

●	the amendment of the Constitution to permit three staggered classes of Directors from Closing (see Resolution 3) (Amended Constitution);

●	the appointment of Peter Wang, Chris Thorne, and Joe Tong as Directors from Closing (see Resolution 4); and

●	the consolidation of the Shares in the Company (see Resolution 5). The exact consolidation ratio will be set by the Directors at least 7 days prior to the Meeting. The Company shall notify Shareholders of the exact consolidation ratio by a means reasonably calculated to inform Shareholders, including by issuing a press release or filing a Form 6-K with the SEC. The exact consolidation ratio will be between consolidating every 10 Shares into 1 Share and consolidating every 20 Shares into 1 Share and will be included in Resolution 5 that is put to the Meeting.

	●	from 20% or below to more than 20%; or

	●	from a starting point that is above 20% and below 90%.

	●	no votes are cast in favour of the resolution by the person proposing to make the acquisition and their associates, or the persons (if any) from whom the acquisition is to be made and their associates; and

	●	shareholders of the company are required to be given all information known to the person proposing to make the acquisition or their associates, or known to the company, that is material to the decision on how to vote on the resolution.

Required information	Explanation
A. CAG’s acquisition of the Acquisition Shares
Identity of the acquirer and its associates	On Closing, it is proposed that CAG will be issued the Acquisition Shares, which will be equal to seven-thirds (7/3) times (i) the number of fully diluted Shares outstanding immediately prior to Closing, less (ii) the number of Shares underlying the Converted CAG Options in accordance with the terms of the Stock Purchase Agreement, as summarised in Section 1.1. Mr. Peter Wang controls both CEL and TCL who are shareholders in CAG. CEL holds approximately 36.852% and TCL holds approximately 3.466% of the fully diluted share capital in CAG. Please see Section 1.2.2 for further information on CAG, CEL, TCL and Mr. Peter Wang.
The voting power that the acquirer and its associates would have as a result of the acquisition	As at the date of this Explanatory Memorandum, neither CAG, Peter Wang, CEL nor TCL nor any of their respective associates has any voting power in the Company. As a result of the issue of the Acquisition Shares to CAG under the Proposed Transaction, on Closing each of CAG, Peter Wang and CEL will have a relevant interest in up to 2,332,679,328 Shares (pre-Share Consolidation) or approximately 66.20% of the voting shares in the Company (non-diluted). Promptly following Closing, CAG will Distribute all of the Acquisition Shares to the CAG Shareholders. The impact on the Distribution is detailed in Section B below.
Details of the terms of any other relevant agreement between the acquirers and the Company (or any of their associates) that is conditional on (or directly or indirectly depends on) Shareholders’ approval of the acquisition	Please see Section C below on ‘Lock-up Agreements’.
B. Distribution of Acquisition Shares by CAG to the CAG Shareholders
Identity of the acquirer and its associates	Promptly following the Closing, CAG will Distribute the Acquisition Shares to the CAG Shareholders in accordance with the terms of the Stock Purchase Agreement, as summarised in Section 1.1.1. Following this Distribution: ● CAG will no longer have a relevant interest in any Shares; ● CEL will have a relevant interest in up to 1,257,321,456 Shares (pre-Share Consolidation) or approximately 35.7% of the Shares (which includes a deemed relevant interest as a result of the Lock-up Agreements referred to below); ● TCL will have a relevant interest in up to 1,257,321,456 Shares (pre-Share Consolidation) or approximately 35.7% of the Shares (which includes a deemed relevant interest as a result of the Lock-up Agreements referred to below); and ● Mr. Peter Wang, as the controller of both CEL and TCL will have a relevant interest in up to 1,257,321,456 Shares (pre-Share Consolidation) or approximately 35.7% of the Shares (which includes a deemed relevant interest as a result of the Lock-up Agreements referred to below). The Company will also be deemed to have a relevant interest in up to 35.7% of its voting shares as a result of the Lock-up Agreements referred to in Section C below. Please see Section 1.2.2 for further information on CAG, CEL, TCL and Mr. Peter Wang.
The voting power that the acquirer and its associates would have as a result of the acquisition	CEL, TCL, Mr. Peter Wang and the Company will each have voting power in up to 35.7% of the Shares.
Details of the terms of any other relevant agreement between the acquirers and the Company (or any of their associates) that is conditional on (or directly or indirectly depends on) Shareholders’ approval of the acquisition	Please see Section C below on ‘Lock-up Agreements’.
C. Lock-up Agreements
Identity of the acquirer and its associates	Prior to Closing, it is proposed that CEL, TCL and China Leader Group Limited (Restricted Shareholders) will enter into the Lock-up Agreements to agree in favour of the Company not to transfer the Restricted Shares beneficially owned or owned of record by them during the Restricted Period, subject to certain exceptions. Please see Section 1.1.6 for further information on the Lock-up Agreements.
The voting power that the acquirer and its associates would have as a result of the acquisition	The agreement by the Restricted Shareholders not to transfer the Restricted Shares gives the Company a relevant interest in all of the Restricted Shares. In addition, as CEL, TCL and Mr. Wang will have voting power in excess of 20% of the Shares post-Distribution, they will also be deemed to have the Company’s relevant interest in all of the Restricted Shares. As a result, CEL, TCL, Mr. Wang and the Company’s voting power in the Company for the Restricted Period will be 35.7% of the Shares (which includes China Leader Group Limited’s 8.1% voting power in the Shares). Please see Section B above.
Details of the terms of any other relevant agreement between the acquirers and the Company (or any of their associates) that is conditional on (or directly or indirectly depends on) Shareholders’ approval of the acquisition	Please see Sections A and B above.

	Number of Shares			% (Issued)			% (Fully diluted)
NBG		909,986,504			25.8	%		24.5	%
Cenntro -ex option holders		2,332,679,328			66.2	%		62.9	%
Private Placement		133,214,741			3.8	%		3.6	%
ATM		34,988,585			1.0	%		0.9	%
Justin Davis-Rice and Associates		112,729,597			3.2	%		3.0	%
Total outstanding Shares		3,523,598,755			100.0	%
Options/warrants		185,385,637						5.0	%
Total fully diluted after Closing		3,708,984,393						100.0	%

Cenntro fully diluted after Closing (Cenntro -ex option holders + Converted CAG Options)		2,517,378,356						67.9	%

Cenntro preference shares - NBG share entitlement		105,986,809
Converted CAG Options %		7.6594	%
Converted CAG Options		184,699,028

NBG		503,423						0.0136	%
NBG Non-Executive Directors		183,186						0.0049	%
Converted CAG Options		184,699,028						4.9798	%
Total options/warrants		185,385,637						5.0	%

a.	intend to be supportive of the continued operation of Cenntro’s existing business and projects and do not intend to make any significant changes to the business of Cenntro other than with respect to the proposed expansion of current operations, including, for instance, establishing new assembly facilities in Dusseldorf, Germany and Jacksonville, Florida, as previously disclosed to the Company;

b.	have no intention of injecting further capital into substantially all of the Enlarged Group;

c.	have no intention of making material changes regarding the future employment of substantially all the present employees of the Enlarged Group;

d.	intend to retain the composition of the Board as it will be constituted at completion of the Proposed Transaction;

e.	do not intend to redeploy any fixed assets of the Enlarged Group, other than with respect to the proposed expansion of current operations described above;

f.	do not intend to transfer any property between the Enlarged Group and CAG, the Wang Parties or any of their respective associates; and

g.	have no intention to change the Enlarged Group’s existing policies in relation to financial matters or dividends.

	(i)	one (1) director nominee to be designated by the Company, in its sole discretion, prior to the Closing (who shall serve as a class II Director in accordance with the Amended Constitution of the Company following the Closing Date) (Company Nominee Director); and

	(ii)	four (4) director nominees to be designated by the Wang Parties, in their sole discretion, prior to the Closing (one of whom shall serve as the managing Director, one of whom shall serve as a class I Director, one of whom shall serve as a class II Director, and one of whom shall serve as a class III Director, in accordance with the Amended Constitution of the Company following the Closing Date and the Relationship Agreement) (Wang Parties Nominee Directors);

(b)	the Board will have a majority of independent Directors for the purposes of Nasdaq and each of whom will serve in such capacity in accordance with the terms of the Amended Constitution of the Company following the Closing Date;

(c)	to the extent and so long as required by applicable law, the Board will have two (2) Directors who are ordinarily resident in Australia; and

(d)	the initial officers of the Company will be as follows (as may be updated by CAG prior to Closing following written notice to the Company), who will serve in such capacity in accordance with the terms of the Amended Constitution following the Closing Date:

	(i)	Peter Wang - CEO;

	(ii)	Edmond Cheng - CFO;

	(iii)	Marianne McInerney – CMO;

	(iv)	Wei Zhong – CTO; and

	(v)	Tony Tsai - VP and Corporate Secretary.

●	Company Nominee Director: Justin Davis-Rice – Director (class II Director);

●	Wang Parties Nominee Directors:

Peter Wang
Proposed role and class	Director and Chairman of the Board (Managing Director)
Qualifications and experience	Peter Wang is the founder of CAG and Cenntro and has served as Chairman and Chief Executive Officer of CAG, Cenntro’s parent corporation, since 2013. Mr. Wang is an entrepreneur and investor in the electric vehicle and technology industries, and has founded or co-founded a number of companies in his career, including UTStarcom (a global telecom infrastructure provider), which went public in 2000, World Communication Group, an international telecommunication company, and Sinomachinery Group, a diesel power system (engine and transmission) manufacturer. Mr. Wang was named one of the Outstanding 50 Asian Americans in Business by Asian American Business Development Center in 2004, one of China’s 100 Most Innovative Businessmen by Fast Company Magazine in 2017, and one of the Most Intriguing Entrepreneurs by Goldman Sachs in 2019. Mr. Wang is also the chairman of the board of directors of Cenntro Enterprise Limited, a principal stockholder of the Cenntro, and Greenland Technologies Holding Corp. (NASDAQ: GTEC), a transmission products manufacturing company. Mr. Wang holds Bachelor of Science degrees in Computer Science and Math, as well as a Master of Science degree in Electrical Engineering, from the University of Illinois at Chicago. Mr. Wang also holds a Master of Business Administration from Nova Southeastern University.
Associations	N/A
Interests	As of the date hereof, Mr. Wang owns 40.318% of CAG, on a fully diluted basis, through CEL and TCL, and will receive a significant portion of the Acquisition Shares following the Distribution.

Chris Thorne
Proposed role and class	Director (class I Director)
Qualifications and experience	Chris Thorne has served as Chairman of the Board of Broadline Capital, a global private equity firm focused on growth capital and impact investments primarily in Asia and North America, since 2005. Mr. Thorne has been the Chairman of the Board for Cytonus Therapeutics since November 2019, Endosphere, Inc. since December 2010 and has been the Chairman of the Board of Powermers, Inc. since January 2010. Mr. Thorne received his Juris Doctor from Harvard Law School with honors, Master of Business Administration from Harvard Business School with final year honors, and a Bachelor’s degree from Harvard University, magna cum laude, where he founded the Harvard Negotiation Law Review and served as president of the university-wide student government. Mr. Thorne is qualified to serve on the Board post-Closing due to his substantial private equity and board of directors experience.
Associations	N/A
Interests	N/A