UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of: December 2022

Commission File Number: 001-38544

(Translation of registrant’s name into English)

(Address of principal executive offices)

(732) 820-6757

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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Entry into a Material Definitive Agreement.

Appointment of Executive Officer

On December 8, 2022, at the recommendation of the Board of Directors of the Company (the “Board”), the Board approved and confirmed the appointment of Matthew Shane Zauner as co-corporate secretary and officer of the Company with monthly compensation of AUS$ 4,000 for an initial term of no less than four months, with the option to extend monthly at AUS$900 per month thereafter and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. The officer appointment was made at will, providing either the Company or Mr. Zauner the option to terminate the appointment for any reason upon 30 days’ written notice to either counterparty.

The biographical information of the newly appointed co-secretary is set forth below:

Mr. Matthew Shane Zauner, Co-Secretary

Mr. Zauner has over five years of experience in assuming numerous external board appointments across a wide range of industries, where he has advised international and domestic entities on Australian corporate law, governance, and tax compliance. Mr. Zauner is currently the sole trustee and fiduciary to a fund established by a large Australian mining company. Prior to working in governance and compliance, Mr. Zauner acted as a senior tax lawyer at MinterEllison from 2009 to 2016 and as a senior manager at KPMG from 2016 to 2017. Both positions were held in Australia. Mr. Zauner holds a Master of Taxation from the University of New South Wales, a Bachelor of Laws (Hons) from Bond University, and a Certificate in Applied Taxation from the Tax Institute of Australia. Mr. Zauner is also a solicitor of the High Court of Australia, an Associate of the Governance Institute of Australia, and a member of the Australian Institute of Company Directors. The Company believes Mr. Zauner’s extensive experience in management and corporate tax compliance with global and Australian-based companies makes him well-suited to serve as an officer of the Company.

Mr. Zauner accepted an offer letter from the Company and agreed to receive a monthly compensation of AUS$ 4,000 for an initial term of no less than four months, with the option to extend monthly at AUS$ 900 per month thereafter. The offer letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.2.

Exhibits

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

1.	Dr. Jörg  Mosolf,

2.	Dr. Kersten  Ruoss,

3.	Dr. Horst Martin  Kock,

			Page
RECITALS			2
ARTICLE 1 CORPORATE STATUS			3
	1.1	The Company	3
	1.2	[Not used.]	3
ARTICLE 2 PURCHASE, SALE AND ASSIGNMENT			3
	2.1	Purchase, Sale and Assignment of Purchased Shares	3
	2.2	Share Purchase Price	3
	2.3	Escrow; General Escrow Amount	4
ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY			4
	3.1	Financial Statements	4
	3.2	Absence of Undisclosed Liabilities	4
	3.3	Absence of Certain Changes or Events	5
	3.4	Conduct of Business	5
	3.5	Legal Disputes	5
	3.6	Taxes and Tax Returns	5
	3.7	Intellectual Property	5
	3.8	Data Protection	5
	3.9	Employment Matters	5
	3.10	Current and Fixed Assets, Inventories	5
	3.11	Environmental Liability	5
	3.12	Product Liability, Warranty and Related Matters	6
	3.13	Public Grants and Subsidies	6
	3.14	Related Party Transactions	6
	3.15	Compliance, Permits	6
	3.16	Illegal Payments	6
	3.17	Export	6
	3.18	Information Technology	7
	3.19	Disclosure	7
	3.20	Exclusive Representations and Warranties	7
	3.21	Knowledge of Seller	7
ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING SELLER			7
	4.1	Authority and Execution	8
	4.2	Ownership and Transfer of Purchased Shares	8
	4.3	Consents and Approvals	8
	4.4	Legal Proceedings	8
	4.5	Exclusive Representations and Warranties	9
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER			9
	5.1	Corporate Organization	9
	5.2	Authority and Execution	9
	5.3	Consents and Approvals	9

			Page
	5.4	Legal Proceedings	10
	5.5	Winding up / Insolvency	10
	5.6	Financing	10
	5.7	Exclusive Representations and Warranties	10
	5.8	Knowledge of Buyer	10
ARTICLE 6 ADDITIONAL AGREEMENTS			10
	6.1	Non-Competition	10
	6.2	Notification of Certain Events	11
	6.3	Publicity	11
	6.4	No recourse	12
ARTICLE 7 CLOSING CONDITIONS			12
	7.1	Closing Conditions	12
	7.2	Conditions to Each Party’s Obligations to Effect the Closing	12
	7.3	Conditions to the Obligations of Buyer	12
	7.4	Conditions to the Obligations of Seller	13
ARTICLE 8 CLOSING			13
	8.1	Closing	13
	8.2	Deliveries of Seller	13
	8.3	Deliveries of Buyer	13
	8.4	Single Transaction	13
	8.5	Closing Memorandum	13
ARTICLE 9 TERMINATION, AMENDMENT AND WAIVER			14
	9.1	Termination	14
	9.2	Effect of Termination	14
ARTICLE 10 INDEMNIFICATION, LIMITATIONS			15
	10.1	Indemnification by Seller	15
	10.2	Indemnification by Buyer	15
	10.3	Survival	15
	10.4	Seller’s Rights to Cure	15
	10.5	Indemnification Proceedings for Third Party Claims	15
	10.6	Other Limitations	15
	10.7	Exclusivity; Purchase Price Adjustment	16
ARTICLE 11 MISCELLANEOUS			17
	11.1	General Reference to the March SPA	17
	11.2	Definitions	17

Schedules
Schedule 3.0	Form of the Closing Disclosure Schedule

(A)

Seller owns 35% of the issued shares of the Company consisting of 875 shares with a nominal value (Nennbetrag) of EUR 100.00 each having the consecutive share numbers 1 to and including 875 pursuant to the shareholder list filed with the commercial register of the Company dated March 28, 2022. Seller desires to sell and assign to Buyer all of these 875 shares (the “Purchased Shares”).

(B)

Buyer already owns the remaining 65% of the issued shares of the Company consisting of 1,625 shares with a nominal value (Nennbetrag) of EUR 100.00 each having the consecutive share numbers 876 to and including 2,500 pursuant to the shareholder list filed with the commercial register of the Company dated March 28, 2022.

(C)

Waiving compliance with all requirements pursuant to applicable law and the articles of association regarding the convening and holding of a shareholders’ meeting of the Company, Seller and Buyer hereby hold an extraordinary shareholders’ meeting of the Company and hereby unanimously resolve as follows: The conclusion and execution of this Agreement and all legal transactions, measures, etc. provided for therein or being necessary or expedient for its execution are each hereby approved. In particular and inter alia with respect to section 10 of the articles of association of the Company, the assignment of the Purchased Shares is hereby approved. In this respect each shareholder of the Company is instructed to declare on behalf of the shareholders’ meeting and the Company any required consent with this Agreement.

(D)

Based on the resolutions of the shareholders’ meeting of the Company pursuant to Recitals (C) above, Seller and Buyer, each in their capacity as shareholders of the Company, hereby declare, in the external relationship, the consent with this Agreement, in particular with the assignment of the Purchased Shares provided for in this Agreement.

	IBAN:	DE12 6114 0071 0916 8600 00
	BIC/SWIFT:	COBADEFFXXX
	(“Seller’s Bank Account”).

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•	AUD $4,000 (excl. GST) for a period of up to four months from the commencement of my engagement, payable on commencement of my engagement; plus

•	AUD $900 (excl. GST) for each following month, or part thereof, payable in arrears within 14 days after the last day of the relevant month; plus

•	fees based on the time spent performing any additional services requested by the Client from time to time on an hourly rate (currently AUD $275 (excl. GST)), to be agreed in writing prior to me undertaking any work; and

•	reimbursement of reasonable out-of-pocket expenses incurred by me in connection with providing the Services, provided details of the expenses are first provided to, and agreed in writing by, the Client prior to me incurring the expenses.

•	the Client specifically consents to such disclosure in writing prior to the disclosure of the relevant Confidential Information by me;

•	the relevant Confidential Information has become public through no fault or action of me; or

•	the relevant Confidential Information was already lawfully known to, or in the possession of, me prior to its being obtained from the Client (as evidenced by written records to the Client’s reasonable satisfaction).

•	In this clause, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

•	Any consideration to be paid or provided under or in connection with this agreement, unless otherwise specified, does not include an amount on account of GST.

•	If a party (the Supplier) makes a supply under or in connection with this agreement on which GST is payable:

o

the consideration payable or to be provided for that supply but for the application of this clause (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GST exclusive consideration multiplied by the prevailing rate of GST (GST Amount); and

o

subject to the Supplier providing a tax invoice to the Recipient in respect of the supply, the GST Amount must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

•

If a payment to a party under this agreement is a reimbursement or indemnification or otherwise calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of the GST group that party is a member of (as the case may be), is entitled in respect of that loss, cost or expense.

•	This GST clause does not merge on completion or termination of this agreement.

Signed for and on behalf of Cenntro Electric Group Ltd by its authorised representative:
/s/ Peter Zuguang Wang
Signature		Date
		12.07.22
Peter Zuguang Wang
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