UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K12B
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2024
(Exact Name of Registrant as Specified in Charters)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
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Registrant's Telephone Number, Including Area Code
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Cenntro Electric Group Limited
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Completion of Redomiciliation
On February 27, 2024 (the “Implementation Date”), the redomiciliation of Cenntro Electric Group Limited, a
public company incorporated under the laws of Australia (“CEGL”) was completed in accordance with the scheme implementation agreement, between CEGL and Cenntro Inc., a Nevada corporation
(the “Company” or “Cenntro”). As a result of the redomiciliation, the jurisdiction of incorporation of the ultimate parent
company of the Cenntro group of companies was changed from Australia to Nevada, and as a result of CEGL becoming a subsidiary of the Company.
The redomiciliation was effected pursuant to a statutory scheme of arrangement under Australian law (the “Scheme”),
whereby on the Implementation Date, all of the issued ordinary shares of CEGL were exchanged for newly issued shares of common stock of the Company, on the basis of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for every one ordinary shares of CEGL.
The Company’s Common Stock issued in the Scheme was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).
Prior to the redomiciliation, CEGL’s ordinary shares were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and were listed on the Nasdaq Capital Market (“Nasdaq”).
Pursuant to Rule 12g-3(a) under the Exchange Act, as of the Implementation Date, the Company is the successor issuer to CEGL, the Company’s Common Stock
is deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby reports
this succession in accordance with Rule 12g-3(f) under the Exchange Act.
The Company’s Common Stock began trading on Nasdaq at the start of trading on the Implementation Date under the symbol “CENN”, the same symbol under
which CEGL’s ordinary shares were traded on Nasdaq prior to the Implementation Date. The new CUSIP for the Company’s Common Stock is 150964104.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this Item 3.01.
| Item 3.02 |
Unregistered Sale of Equity Securities.
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The information included under the Explanatory Note of this Current Report on Form 8-K is incorporated by reference to this Item 3.02.
| Item 3.03 |
Material Modification to Rights of Security Holders.
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The information included under the Explanatory Note, Item 3.01, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference to this Item
3.03.
| Item 5.01 |
Changes in Control of Registrant.
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The information included under the Explanatory Note and Item 8.01 of this Current Report on Form 8-K is incorporated by reference to this Item 5.01.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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Directors and Executive Officers
Below is a list of the names, ages, positions and a brief summary of business experience of the individuals who serve as the Company’s directors and
executive officers as of February 27, 2024.
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Name
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Age
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Position
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Peter Z. Wang
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69
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Chief Executive Officer, Managing Director and Chairman of the Board
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Edmond Cheng
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62 |
Chief Financial Officer
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Wei Zhong
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46
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Chief Technology Officer
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Tony W. Tsai
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50 |
Vice President, Corporate Affairs and Corporate Secretary
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Non-Executive Directors:
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Yi Zeng
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68
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Director
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Stephen Markscheid (1)(2)(3)
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69
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Director
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Jiawei “Joe” Tong (1)(2)(3)
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59 |
Director
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Benjamin B. Ge (1)(2)(3)
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56
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Director
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(1)
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Member of the Audit Committee
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(2)
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Member of the Compensation Committee
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(3)
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Member of the Nominating Committee
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Biographical information with respect to Messrs. Wang, Cheng, Zhong, Tsai, Zeng, Tong, and Ge can be found under Item 10 of the Annual Report on Form
10-K/A filed by CEGL with the SEC on July 6, 2023, and is incorporated by reference to this Item 5.02.
Mr. Stephen Markscheid was appointed a director on November 1, 2023. Mr. Markscheid has been the Managing Principal of Aerion Capital, a family office,
since July 2022. He currently serves as independent non-executive director of six other publicly listed companies: Fanhua, Inc. (Nasdaq: FANH), a financial services provider (since 2007); Jinko Solar Inc. (NYSE: JKS), a solar panel manufacturer
(since 2010); Kingwisoft Technology Services Ltd. (HKSE: 8295.HK), an information technology company (since 2016); Monterey Capital Acquisition Corporation (Nasdaq: MCAC), a special purpose acquisition company (since 2022); Four Leaf Acquisition
Corporation (Nasdaq: FORL), a special purpose acquisition company (since 2023); and Tristar Acquisition I Corp. (NYSE: TRIS), a special purpose acquisition company (since 2023). Mr. Markscheid previously served as a director of UGE International
(XTSX:UGE), a solar installation company from August 2019 to July 2023. He is also a trustee emeritus of Princeton-in-Asia. From 1998 to 2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital’s business
development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. He was a banker for ten years in London, Chicago, New
York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. He earned a BA in East Asian Studies from Princeton
University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. We believe that Mr. Markscheid’s extensive experience serving on public boards
and working with technology companies makes him a qualified to serve on our board of directors.
Board Size and Composition
The Company’s business and affairs are managed under the direction of the Company’s board of directors (the “Board”). The Board currently consists of five directors, comprising the Company’s Chief Executive Officer, and four independent directors. The Board has determined that five directors, four of
whom are independent, is the appropriate size for the Company. The number of directors is fixed from time to time by resolution of the Board pursuant to the Company’s amended and restated articles of incorporation (the “Articles”).
Each of the Company’s current directors will continue to serve as a director until the election and qualification of his or her successor, or until his
or her earlier death, resignation, or removal.
Board Committees
The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee. Each of those committees has a written charter approved by the Board. The current charter for each standing Board committee will be posted under the “Investor Relations” section of the Company’s
website, www.cenntroauto.com.
The Board determined that each of Messrs. Zeng, Markscheid, Tong and Ge is independent under the Nasdaq listing standards, and Rule 10A-3 under the Exchange Act. Pursuant to Rule
10A-3(b)(1)(iv)(A)(2) under the Exchange Act, the Company’s audit committee consists entirely of independent directors.
Audit Committee: Messrs. Ge (Chairman), Markscheid and Tong. The purpose of the Audit Committee is to assist the board in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial
statements, (ii) the Company’s compliance with legal and regulatory requirements, and (iii) the independent auditors’ qualifications, independence and performance. The Audit Committee is also responsible for preparing a report to be included in
the Company’s annual proxy statement, advising and consulting the management and the Board regarding the Company’s financial affairs, and appointing, overseeing and approving compensation for the work of the Company’s independent auditors.
Compensation Committee: Messrs. Tong (Chairman), Markscheid and Ge. The Compensation Committee establishes and administers the Company’s policies, programs and procedures for compensating and providing benefits to its
executives and Board. The Committee’s responsibilities specifically include reviewing and approving the goals and objectives relevant to the chief executive officer’s and other executive officers’ compensation, evaluating the performance of the
chief executive officer and other executive officers in light of those goals and objectives, and making recommendations to the Board with respect to non-employee director compensation. The Committee is also responsible for making
recommendations to the Board with respect to incentive-compensation plans and equity-based plans.
Nominating and Corporate Governance Committee: Messrs. Tong (Chairman), Markscheid and Ge. The Nominating and Corporate Governance Committee manages all aspects of the governance of the Company’s Board. The Committee’s
responsibilities include identifying individuals qualified to become members of the Board, recommending candidates to fill Board vacancies and newly created director positions, recommending whether incumbent directors should be nominated for
re-election upon the expiration of their terms, recommending corporate governance guidelines applicable to the Board and to the Company’s employees, overseeing the evaluation of the Board and its committees, and assessing and recommending Board
members to the Board for committee membership.
Share Option Plan
On the Implementation Date, and pursuant to the Scheme, the Company assumed CEGL’s
obligations with respect to the settlement of options (the “Options”) that were issued by CEGL prior to the Implementation Date pursuant to CEGL’s amended and restated 2016 incentive stock option plan and 2022 stock incentive plan (the “Share
Option Plans”) by way adoption of a new incentive plan, the Company’s 2023 equity incentive plan (the “2023 Plan”), which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Following the Implementation Date, no new options will be issued under the Share Option
Plans. The Company has assumed CEGL’s obligations with respect to the settlement of incentive options that were previously issued by CEGL under the 2023 Plan.
The foregoing description of the Share Option Plan is qualified in its entirety by reference to the text of such Share Option Plan filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference to this Item 5.02.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with the redomiciliation, the Company’s Board approved the Company’s Articles and amended and restated bylaws (the “Bylaws”). The summary of the material terms of the Articles and Bylaws are included under the heading “Description of Common Stock” in Item 8.01 of this Current Report on Form 8-K and is incorporated herein by reference to
this Item 5.03.
| Item 5.05 |
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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On the Implementation Date, the Company adopted a code of ethics and business conduct (the “Code”),
which applies to all directors, officers and employees of the Company and its subsidiaries.
The foregoing description of the Code is qualified in its entirety by reference to the text of the Code, which is filed as Exhibit 14.1 to this Current
Report on Form 8-K and incorporated by reference to this Item 5.05. The Code will be made available on the Company’s website at www.cenntroauto.com.
| Item 8.01 |
Other Events.
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Press Release
On February 26, 2024, the Company issued a press release announcing the implementation of the Scheme and imminent completion of the redomiciliation and
other information related thereto. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference to this Item 8.01.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as
otherwise expressly set forth by specific reference in such filing.
Successor Issuer
Pursuant to Rule 12g-3(a) under the Exchange Act, as of the Implementation Date the Company is the successor issuer to CEGL, the Company’s common stock
is deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby reports
this succession in accordance with Rule 12g-3(f) under the Exchange Act.
DESCRIPTION OF COMMON STOCK
The following description of the Company’s common stock is a summary. This summary is subject to The Nevada Revised Statutes (the “NRS”) and the complete text of the Articles and Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference to
this Item 8.01.
General
The Articles authorize the issuance of up to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock,
par value $0.0001 per share (the "Common Stock"), and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. On the Implementation Date, all of the issued and outstanding ordinary shares of CEGL were exchanged for newly issued shares of
common stock of the Company, on the basis of one share of the Company’s common stock for every one ordinary share issued by CEGL.
Voting Rights
Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of
directors. The Company’s Articles are silent as to cumulative voting rights in the election of our directors.
Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of the Company’s common stock are entitled to receive
dividends, if any, as may be declared from time to time by the Company’s Board out of legally available funds. Dividends may be paid in cash, in property or in shares of common stock, subject to
the provisions of the Bylaws, Articles and applicable law. Declaration and payment of any dividend will be subject to the discretion of the Board. The time and amount of dividends will be dependent upon the Company’s financial condition,
operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in the Company’s debt instruments, industry trends, the provisions of Nevada law affecting the payment of distributions to
stockholders and any other factors the Board may consider relevant.
Rights and Preferences
Holders of the Company’s common stock have no pre-emptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to the Company’s common stock. The rights, preferences and privileges of the holders of the Company’s common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred
stock that the Company may designate in the future.
Fully Paid and Nonassessable
All outstanding shares of the Company’s common stock are fully paid and non-assessable.
Annual Stockholder Meetings
The Bylaws provide that annual stockholder meetings will be held at a date, place (if any) and time, as exclusively selected by the Board. To the
extent permitted under applicable law, the Company may but is not obligated to conduct meetings by remote communications, including by webcast.
Anti-Takeover Effects of the NRS
Some provisions of the NRS, could make the following transactions difficult: (i) acquisition of the Company by means of a tender offer; (ii)
acquisition of the Company by means of a proxy contest or otherwise; or (iii) removal of incumbent officers and directors of the Company. It is possible that these provisions could make it more difficult to accomplish or could deter transactions
that stockholders may otherwise consider to be in their best interest or in the best interests of the Company, including transactions that might result in a premium over the market price for the Company’s common stock.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of the Company to first negotiate with the Board.
Nevada Anti-Takeover Statutes
The Company is subject to Nevada provisions of law providing that an acquiring person who acquires a controlling interest in a corporation may only
exercise the voting rights of control shares if those voting rights are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is
accorded full voting rights and acquires control shares with at least a majority of all the voting power, then stockholders who did not vote in favor of authorizing voting rights for those control shares are entitled to payment for the fair value
of such stockholders’ shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are
outstanding voting shares that an acquiring person or associated persons acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became an acquiring person.
These provisions of Nevada law apply only to “issuing corporations” as defined therein. An “issuing corporation” is a Nevada corporation that (a) has
200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (b) does business in Nevada directly or through an affiliated corporation. As of the date of this prospectus supplement,
we do not know whether we have 100 stockholders of record that are residents of Nevada. Therefore, these provisions of Nevada law are believed not apply to acquisitions of our shares and will not so apply until such time as both of the foregoing
conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition
may be in the interest of our stockholders.
Nevada law also restricts the ability of a corporation to engage in any combination with an interested stockholder for three years from when the
interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or purchase of shares by the interested stockholder is approved by the Board of Directors before the stockholder became an
interested stockholder. If the combination was not previously approved, then the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or
the offer satisfies certain fair price criteria.
An “interested stockholder” is a person who is:
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the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or
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an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly of 10% or more of the
voting power of the then outstanding shares of the corporation.
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Our Articles and Bylaws do not exclude us from these restrictions.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of the Board and in the policies formulated by
the Board and to discourage some types of transactions that may involve the actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring
or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They also may have the effect of preventing changes in our
management.
Special Stockholder Meetings
The Bylaws provide that a special meeting of stockholders may be called by (i) the
President or Chief Executive Officer of the Company, if any, or (ii) by the President or Secretary of the Company at the request in writing of a majority of the Board or at the request in writing of the
holders of a majority of all the shares issued, outstanding and entitled to vote.
Requirements for Advance Notification of Stockholder Nominations and Proposals
The Bylaws establish timely notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors of the
Company.
Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies
The Company’s Board consists of five directors and the Board may, from time to time, fix
the authorized number of directors by resolution of the Board. Directors shall serve for a term ending on his or her death, or resignation or removal from office, or the election and qualification of his or
her successor, whichever shall first occur. Any officer or agent elected or appointed by the Board may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board. Except as
otherwise provided by the NRS, the Articles or the Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by a duly authorized and executed proxy at
the meeting and entitled to vote on the election of directors. Furthermore, any vacancy on the Company’s Board, however occurring, including a vacancy resulting from an increase in the size of the board, may be filled only by a majority vote of
the board of directors then in office, even if less than a quorum, or by the sole remaining director.
Amendment of the Articles and Bylaws
The Articles may be amended in any manner permitted under the NRS and the Bylaws may be
amended by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. The Board may also amend, modify or repeal the Bylaws, or adopt any new provision.
Limitations of Liability and Indemnification Matters
Each of the Articles and Bylaws provide that the Company is required to indemnify its directors and officers to the fullest extent not prohibited by
Nevada law. The Bylaws also obligates the Company to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding upon delivery to the Company of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision, from which there is no further right to appeal, that such indemnitee is not entitled to be indemnified for such expenses.
To the fullest extent permitted by the NRS, or any other applicable law, the Company, upon approval by the Board, may purchase insurance on behalf of
any person required or permitted to be indemnified pursuant to the Bylaws.
Forum for Adjudication of Disputes
The Bylaws provide that, unless the Company consents in writing to the selection of an
alternative forum, the sole and exclusive forum for (i) derivative actions or proceedings brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to
the Company or the Company’s stockholders, (iii) an action asserting a claim arising pursuant to any provision of the NRS, or (iv) any action asserting a claim governed by the internal affairs doctrine shall the
Eighth Judicial District Court of Clark County, Nevada. The Bylaws further provide that the federal district courts of the District of Nevada shall, to the fullest extent
permitted by law, be the exclusive forum.
Transfer Agent and Registrar
The transfer agent and registrar for the Company’s common stock is Continental Stock Transfer &
Trust Company. The transfer agent’s address is 1 State Street, 30th Floor, New York, NY 10004.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Scheme Implementation Agreement.
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Amended and Restated Articles of Incorporation of Cenntro Inc., filed with the Secretary of State of the State of Nevada on February 26, 2024.
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Amended and Restated Bylaws of Cenntro Inc., dated November 10, 2023.
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Cenntro Inc. 2023 Equity Incentive Plan.
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Code of Ethics and Business Conduct.
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Press release, dated February 26, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Filed herewith.
** Furnished herewith.
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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Cenntro Inc.
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Dated: February 27, 2024
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By:
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/s/ Peter Z. Wang | |
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Peter Z. Wang
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Chief Executive Officer
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Exhibit 2.1
EXECUTION VERSION
Scheme Implementation
Agreement
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Cenntro Electric Group Limited ACN 619 054 938
Cenntro Inc.
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Level 40 Governor Macquarie Tower 1 Farrer Place Sydney
GPO Box 521 Sydney NSW 2001 Australia DX 117 Sydney
T +61 2 9921 8888 F +61 2 9921 8123
minterellison.com
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Scheme Implementation Agreement
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Details
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4 | ||
| Parties | 4 | ||
| Recitals | 4 | ||
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Agreed terms
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5 | ||
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1.
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Defined terms & interpretation
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5 | |
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1.1 |
Defined terms
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5 |
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1.2 |
Interpretation
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2.
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Agreement to propose and implement scheme
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9 | |
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2.1 |
Cenntro to propose Scheme
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9 |
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2.2 |
Agreement to implement Scheme
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9 |
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3.
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Conditions Precedent
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9 | |
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3.1 |
Conditions Precedent to the Scheme
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9 |
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3.2 |
Reasonable endeavours
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10 |
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3.3 |
Waiver of Condition Precedent
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10 |
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3.4 |
Notices in relation to Conditions Precedent
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3.5 |
Consultation on failure of Condition Precedent
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3.6 |
Failure to agree
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11 |
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4.
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Outline of Scheme
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4.1 |
Scheme
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4.2 |
Scheme Consideration
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4.3 |
Provision of Scheme Consideration
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4.4 |
Share Sale Facility
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4.5 |
Options, Warrants and Notes
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5.
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Implementation of the Scheme
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5.1 |
General obligations
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5.2 |
Cenntro’s obligations
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5.3 |
HoldCo’s obligations
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5.4 |
Scheme Booklet responsibility statement
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5.5 |
Verification
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6.
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Conduct of business
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6.1 |
Specified obligations of Cenntro
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6.2 |
Change of control
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7.
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Warranties
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7.1 |
Cenntro Warranties
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7.2 |
HoldCo Warranties
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7.3 |
Nature of warranties
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7.4 |
No other warranties or reliance
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7.5 |
Release
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7.6 |
Directors' and officers' insurance
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17 |
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7.7 |
Period of undertaking
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18 |
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7.8 |
Benefit of undertaking for Cenntro
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8.
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Termination
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8.1 |
Termination for breach
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18 |
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8.2 |
Mutual termination
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8.3
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Effect of termination
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18
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9.
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Costs and stamp duty
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18
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9.1 |
Costs
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18
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|
9.2 |
Stamp duty
|
18
|
|
10.
|
GST |
19
|
|
|
|
10.1 |
Definitions and interpretation
|
19
|
|
|
10.2 |
GST exclusive
|
19
|
|
|
10.3 |
Payment of GST
|
19
|
|
|
10.4 |
Adjustment events
|
19
|
|
|
10.5 |
Reimbursements
|
19
|
|
11.
|
Notices
|
19
|
|
|
|
11.1 |
How to give a Notice
|
19 |
|
|
11.2 |
When effective
|
20 |
|
12.
|
General
|
20 |
|
|
12.1
|
Amendment
|
20 |
|
|
12.2
|
Assignment
|
20 |
|
|
12.3
|
Further assurances
|
20 |
|
|
12.4
|
Waivers, rights and remedies
|
20 |
|
|
12.5
|
Severability
|
21 |
|
|
12.6
|
Entire agreement
|
21 |
|
|
12.7
|
No merger
|
21 |
|
|
12.8
|
Indemnities
|
21 |
|
|
12.9
|
No representation or reliance
|
21 |
|
|
12.10
|
Governing law and jurisdiction
|
21 |
|
|
12.11
|
Counterparts
|
21 |
|
|
Signing page
|
22 | ||
|
Annexure A – Deed Poll
|
23
|
||
|
Annexure B – Scheme
|
24
|
||
Details
|
Date
|
8TH September 2023
|
|
Parties
|
|
Name
|
Cenntro Electric Group Limited
|
|
ACN
|
619 054 938
|
|
Short form name
|
Cenntro
|
|
Notice details
|
c-/ MinterEllison, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney
NSW 2000
|
|
|
Email: edmondc@cenntroauto.com
|
|
Attention: The Directors
|
|
Name
|
Cenntro Inc., a corporation formed under the laws of Nevada, United States of America
|
|
Short form name
|
HoldCo
|
|
Notice details
|
501 Okerson Road, Freehold, New Jersey 07728
|
|
|
Email: peterw@cenntromotors.com
|
|
Attention: The Directors
|
Recitals
| A |
Cenntro is an Australian public company and the current holding company of the Cenntro Group.
|
| B |
HoldCo is a special purpose vehicle incorporated in Nevada, United States, for the purpose of effecting the re-domiciliation of the Cenntro Group.
|
| C |
Cenntro wishes to effect a re-domiciliation from Australia to the United States by HoldCo acquiring all of the Cenntro Shares by scheme of
arrangement under Part 5.1 of the Corporations Act, following which Cenntro will become a wholly owned subsidiary of HoldCo.
|
| D |
Cenntro and HoldCo propose to implement the Scheme on the terms and conditions of this agreement.
|
Agreed terms
| 1. |
Defined terms & interpretation
|
| 1.1 |
Defined terms
|
In this agreement the following definitions apply unless the context requires otherwise:
Adviser means, in relation to an entity, its legal, financial and other professional advisers, but excluding the Independent Expert.
ASIC means the Australian Securities and Investments Commission.
ATO means the Australian Taxation Office.
ATO
Class Ruling means the class ruling to be sought by Cenntro from the ATO to the effect that Australian resident Scheme Participants who hold their Scheme Shares on capital account and who make a capital gain
from the exchange of their Scheme Shares for HoldCo Shares under the Scheme will be eligible for business restructure roll-over relief under the relevant Australian taxation laws.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales, Australia or New York, New York, United States of America.
Cenntro Group means Cenntro and each of its Subsidiaries.
Cenntro Share means a fully paid ordinary share in the capital of Cenntro.
Cenntro
Shareholder means each person who is registered in the Register as a holder of Cenntro Shares.
Change of Control
Requirements has the meaning given to that term in clause 6.2(a).
Claim
means a demand, claim, action or proceeding, however arising and whether present, unascertained, immediate, future or contingent, including any claim for specific performance.
Completion means completion of the implementation of the Scheme on the Implementation Date.
Conditions Precedent means the conditions precedent set out in clause 3.1.
Corporations Act means the Corporations Act 2001 (Cth).
Court means a court of competent jurisdiction under the Corporations Act as agreed between the parties.
Deed Poll means the deed poll to be executed by HoldCo substantially in the form of Annexure A under which HoldCo covenants in favour of Cenntro Shareholders to perform its obligations under this
agreement and the Scheme.
Effective, when used in relation to a Scheme, means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme, but in any event at
no time before an office copy of the order of the Court is lodged with ASIC.
Effective
Date means, when used in relation to a Scheme, the date on which the Scheme becomes Effective.
End
Date means 5.00pm on 31 March 2024 or such other date and time agreed in writing between the parties.
First Court Date means the date of the hearing by the Court of the application to order the convening of the Scheme Meeting under section 411(1) of the Corporations Act.
HoldCo
Information means the information regarding HoldCo as is required to be included in the Scheme Booklet under all applicable laws, including the Corporations Act and applicable ASIC guidance and policies.
HoldCo Information does not include information about the Cenntro Group (except to the extent it relates to any statement of intention relating to Cenntro Group following the Effective Date).
HoldCo Notes has the meaning given in clause 4.5(a).
HoldCo Options has the meaning given in clause 4.5(a).
HoldCo
Share means a share of voting common stock in HoldCo, par value US$0.0001 per HoldCo Share.
HoldCo Warrants has the meaning given in clause 4.5(a).
Implementation
Date means the fifth Business Day following the Record Date or such other date as is agreed by the parties.
Independent Expert means the independent expert appointed by Cenntro under clause 5.2(b).
Independent Expert’s
Report means the report from the Independent Expert for inclusion in the Scheme Booklet, including any update or supplementary report, stating whether or not in the Independent Expert’s opinion the Scheme is
in the best interests of Cenntro Shareholders.
Ineligible
Foreign Shareholder means a Scheme Participant whose address, as shown in the Register (as at the Record Date), is in a place outside Australia, New Zealand, Hong Kong, Singapore, China, Canada, Cyprus,
United Kingdom or the United States, unless HoldCo is satisfied, acting reasonably, that the laws of that place permit the offer and issue of HoldCo Shares to that Scheme Participant and, in HoldCo’s sole discretion, is not unduly onerous or
impracticable for HoldCo.
A person is Insolvent if:
| (a) |
it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or
|
| (b) |
it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to any part of its property;
or
|
| (c) |
it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case,
other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement); or
|
| (d) |
an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 14 days), resolution
passed or any other action taken, in each case in connection with that person, in respect of any of the things described in paragraphs (a), (b) or (c);
|
| (e) |
it is taken (under section 459F(1) of the Corporations Act) to have failed tocomply with a statutory demand; or
|
| (f) |
it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another
party to this agreement reasonably deduces it is so subject); or
|
| (g) |
it is otherwise unable to pay its debts when they fall due; or
|
| (h) |
something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.
|
NASDAQ
means Nasdaq Stock Market LLC or the Nasdaq Stock Market (or such other market operated by Nasdaq Stock Market LLC on which HoldCo Shares may be listed or quoted), as the context requires.
Note
means a convertible note entitling the holder to acquire Cenntro Shares in accordance with the Note Terms.
Note Holder means a person who is the holder of a Note.
Note Terms means the terms of the senior secured convertible notes due 19 January 2024.
Officer means, in relation to an entity, its directors, officers and employees.
Option
means an option to subscribe for Cenntro Shares issued under the Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan or the Cenntro Electric Group Limited 2022 Stock Incentive
Plan.
Option Holder means a person who is the holder of an Option.
Record Date means 7.00pm on the fifth Business Day after the Effective Date.
Register means the register of shareholders of Cenntro maintained by or on behalf of Cenntro.
Regulatory Authority includes, in any jurisdiction:
| (a) |
a government or governmental, semi-governmental or judicial entity or authority;
|
| (b) |
a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government; and
|
|
(c)
|
any regulatory organisation established under statute, and includes ASIC, Nasdaq and the Takeovers Panel.
|
Related Body Corporate
has the meaning given in section 50 of the Corporations Act.
Representative means, in relation to an entity:
| (a) |
each of the entity’s Related Bodies Corporate; and
|
| (b) |
each of the Officers and Advisers of the entity or any of its Related Bodies Corporate.
|
Sale
Agent means the person appointed by Cenntro to sell the HoldCo Shares that are attributable to Ineligible Foreign Shareholders as part of their Scheme Consideration under the terms of the Scheme.
Scheme
means the scheme of arrangement under part 5.1 of the Corporations Act under which all Cenntro Shares held by the Scheme Participants will be transferred to HoldCo substantially in the form of Annexure B
together with any amendment or modification made pursuant to section 411(6) of the Corporations Act.
Scheme
Booklet means, in respect of the Scheme, the information booklet to be approved by the Court and despatched to Cenntro Shareholders which includes the Scheme, an explanatory statement complying with the
requirements of the Corporations Act and notice of meeting and proxy forms.
Scheme
Consideration means the consideration payable by HoldCo for the transfer of Scheme Shares to HoldCo, being one HoldCo Share for each Scheme Share held by the Scheme Participant.
Scheme
Meeting means the meeting to be convened by the Court at which Cenntro Shareholders will vote on the Scheme.
Scheme Participant means each person who is a Cenntro Shareholder as at the Record Date.
Scheme Share means a Cenntro Share as at the Record Date.
Second Court Date means the day on which the Court makes an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme.
Share Sale Facility means the facility to be established by Cenntro and managed by the Sale Agent under which the HoldCo Shares which otherwise would be received by Ineligible Foreign Shareholders
will be sold in accordance with the Scheme and the agreement to be entered into between Cenntro and the Sale Agent in relation to the Share Sale Facility.
Share Sale Facility
Proceeds means the net cash proceeds from the sale of HoldCo Shares sold through the Share Sale Facility, after deducting brokerage and other costs of sale and any taxes which may be required to be withheld
under applicable laws.
Subsidiary has the meaning given to that term in the Corporations Act.
United States means the United States of America.
Warrants means the warrants and placement agent warrants to subscribe for a Cenntro Share issued pursuant to those securities purchase agreements and the placement agent agreement entered into by
Cenntro and certain institutional investors dated 20 July 2022.
Warrant Holder means a person who is the holder of a Warrant.
| 1.2 |
Interpretation
|
In this agreement, the following rules of interpretation apply unless the context requires otherwise:
| (a) |
headings are for convenience only and do not affect interpretation;
|
| (b) |
the singular includes the plural and vice versa;
|
Peter Z. Wang
| (c) |
a gender includes other genders;
|
| (d) |
another grammatical form of a defined word or expression has a corresponding meaning;
|
| (e) |
a reference to a person includes a natural person, a body corporate, a corporation, a trust, a partnership, an unincorporated association or any
other entity;
|
| (f) |
a reference to a person includes a reference to the person's successors, administrators, executors, and permitted assigns and substitutes;
|
| (g) |
a reference to legislation includes regulations and other instruments issued under it and consolidations, amendments, modifications, re-enactments
or replacements of any of them;
|
| (h) |
a reference to a clause, schedule or annexure is to a clause of, or schedule or annexure to, this agreement;
|
| (i) |
a reference to a document (including this agreement) includes any amendment, variation, replacement or novation of it;
|
| (j) |
the meaning of general words is not limited by using the words "including", "for example" or similar expressions;
|
| (k) |
a reference to dollars, AUD, $ or A$ is a reference to the lawful currency of Australia;
|
| (l) |
a reference to dollars, USD, or US$ is a reference to the lawful currency of the United States;
|
| (m) |
a reference to time is a reference to time in Sydney, New South Wales, Australia or New York, New York, United States of American (as applicable);
|
| (n) |
nothing in this agreement is to be construed to the disadvantage of a party because that party prepared it or any part of it;
|
| (o) |
a reference to a day (including a Business Day) means a period of time commencing at midnight and ending 24 hours later;
|
| (p) |
if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the
event must occur on or by the next Business Day; and
|
| (q) |
a reference to a party using or obligation on a party to use its best endeavours or reasonable endeavours does not oblige that party to:
|
| (r) |
pay money:
|
| (i) |
in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or costs,
including costs of advisers, to procure the relevant thing); or
|
| (A) |
in circumstances that are commercially onerous or unreasonable in the context of this agreement;
|
| (B) |
provide other valuable consideration to or for the benefit of any person; or
|
| (ii) |
agree to commercially onerous or unreasonable conditions.
|
| 2. |
Agreement to propose and implement scheme
|
| 2.1 |
Cenntro to propose Scheme
|
Cenntro agrees to propose the Scheme on, and subject to, the terms and conditions of this agreement.
| 2.2 |
Agreement to implement Scheme
|
The parties agree to implement the Scheme on the terms and conditions of this agreement.
| 3. |
Conditions Precedent
|
| 3.1 |
Conditions Precedent to the Scheme
|
Subject to this clause 3, the Scheme will not become Effective, and the obligations of
HoldCo under clause 4.3 are not binding, until each of the following Conditions Precedent are satisfied or waived to the extent and in the manner set out in this clause.
|
Condition Precedent
|
Party entitled
to benefit
|
Party
responsible
|
|
|
(a)
|
(ASIC)
before 8.00am on the Second Court Date, ASIC issues or provides all relief, waivers, confirmations, exemptions, consents or approvals, and has done all other acts, necessary, or which Cenntro and HoldCo agree are desirable, to implement
the Scheme and such relief, waivers, confirmations, exemptions, consents, approvals or other acts (as the case may be) have not been withdrawn, suspended or revoked at 8.00am on the Second Court Date.
|
Cenntro and HoldCo
|
Cenntro and HoldCo
|
|
(b)
|
(Shareholder
approval) Cenntro Shareholders approve the Scheme by the requisite majorities required under section 411(4)(a)(ii) of the Corporations Act.
|
Cannot be waived
|
Cenntro
|
|
(c)
|
(Court approval) the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act.
|
Cannot be waived
|
Cenntro
|
|
(d)
|
(Regulatory
Authority) before 8.00am on the Second Court Date, the approvals of each Regulatory Authority which Cenntro and HoldCo agree (acting reasonably) are necessary to implement the Scheme or conduct the Cenntro Group's business on and
from Completion,
lawfully and in a manner consistent with its conduct prior to the Implementation Date.
|
Cenntro
and
HoldCo
|
Cenntro and HoldCo
|
|
(e)
|
(Independent
Expert) the Independent Expert issues a report which concludes that the Scheme is in the best interests of Cenntro Shareholders on or before the date on which the Scheme Booklet
is lodged with ASIC.
|
Cenntro
|
Cenntro
|
|
(f)
|
(NASDAQ
approval) prior to 8.00am on the Second Court Date, the HoldCo Shares have been authorised for listing on NASDAQ, subject to official notice of issuance following the implementation of the Scheme and any customary conditions.
|
Cenntro and HoldCo
|
Cenntro and HoldCo
|
|
(g)
|
(Regulatory
intervention) no Court or Regulatory Authority has issued or taken steps to issue an order, temporary restraining order, preliminary or permanent injunction, decree or ruling or taken any action enjoining, restraining or
otherwise imposing a legal restraint or prohibition preventing the Scheme and no such order, decree, ruling, other action or refusal is in effect as at 8.00am on the Second Court Date.
|
Cenntro and HoldCo
|
Cenntro and HoldCo
|
|
(h)
|
(Options,
Warrants and Notes) before 8.00 am on the Second Court Date, Cenntro and HoldCo have entered into binding agreements with each Option Holder, Warrant Holder and Note Holder to cancel the Options held by such Option Holders, the
Warrants held by such Warrant Holders and
the Notes held by such Noteholders on conditions that are acceptable to Cenntro and
HoldCo.
|
Cenntro and HoldCo
|
Cenntro and HoldCo
|
| 3.2 |
Reasonable endeavours
|
Each party agrees to use reasonable endeavours to procure that:
| (a) |
each of the Conditions Precedent for which it is a party responsible (as noted in clause 3.1):
|
| (i) |
is satisfied as soon as practicable after the date of this agreement; and
|
| (ii) |
continues to be satisfied at all times until the last time it is to be satisfied (as the case may require); and
|
| (b) |
there is no occurrence that would prevent the Condition Precedent for which it is a party responsible being satisfied.
|
| 3.3 |
Waiver of Condition Precedent
|
| (a) |
A Condition Precedent may only be waived in writing by the party or parties entitled to the benefit of that Condition Precedent as noted in clause
3.1 (except conditions which cannot be waived) and will be effective only to the extent specifically set out in that waiver.
|
| (b) |
To be effective any waiver of the breach or non-fulfilment of any condition in clause 3.1 (except conditions which cannot be waived) must be in
writing and a copy of the waiver must be provided to the other parts prior to 8.00am on the Second Court Date.
|
| (c) |
A waiver of a breach or non-fulfilment in respect of a Condition Precedent does not constitute:
|
| (i) |
a waiver of a breach or non-fulfilment of any other Condition Precedent arising from the same event; or
|
| (ii) |
a waiver of a breach or non-fulfilment of that Condition Precedent resulting from any other event.
|
| (d) |
A waiver of any condition in clause 3.1 precludes the party who has the benefit of the condition from suing the other party for any breach of this
agreement that resulted from any breach or non-fulfilment of the condition.
|
| 3.4 |
Notices in relation to Conditions Precedent
|
Each party must:
| (a) |
promptly notify the other of satisfaction of a Condition Precedent and must keep the other informed of any material development of which it
becomes aware that may lead to the breach or non-fulfilment of a Condition Precedent;
|
| (b) |
immediately give written notice to the other of a breach or non-fulfilment of a Condition Precedent, or of any event which will prevent a
Condition Precedent being satisfied; and
|
| (c) |
upon receipt of a notice given under clause 3.4(b), give written notice to the other party as soon as possible (and in any event before 5.00pm on
the day before the Second Court Date) as to whether or not it waives the breach or non-fulfilment of any Condition Precedent resulting from the occurrence of that event, specifying the Condition Precedent in question.
|
| 3.5 |
Consultation on failure of Condition Precedent
|
If:
| (a) |
there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement by the time or date specified
in this agreement for the satisfaction of the Condition Precedent;
|
| (b) |
there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this
agreement for the satisfaction of the Condition Precedent (and the breach or non-fulfilment which would otherwise occur has not already been waived in accordance with this agreement); or
|
| (c) |
the Scheme has not become Effective by the End Date,
|
the parties must consult in good faith with a view to determine whether:
| (d) |
the Scheme may proceed by way of alternative means or methods;
|
| (e) |
to extend the relevant time for satisfaction of the Condition Precedent or to adjourn or change the date of an application to the Court; or
|
| (f) |
to extend the End Date.
|
| 3.6 |
Failure to agree
|
| (a) |
If the parties are unable to reach agreement under clause 3.5 within two Business Days (or any shorter period ending at 5.00pm on the day before
the Second Court Date):
|
| (i) |
subject to clause 3.6(a)(ii), either party may terminate this agreement (and that termination will be in accordance with clause 8.3); or
|
| (ii) |
if the relevant Condition Precedent may be waived and exists for the benefit of one party only, that party only may terminate this agreement (and
that termination will be in accordance with clause 8.3),
|
in each case before 8.00am on the Second Court Date.
| (b) |
A party will not be entitled to exercise the rights under this clause 3.6 if the relevant Condition Precedent has not been satisfied as a result
of a breach of this agreement by that party.
|
| 4. |
Outline of Scheme
|
| 4.1 |
Scheme
|
Cenntro must propose a scheme of arrangement under which:
| (a) |
all of the Cenntro Shares held by Scheme Participants at the Record Date will be transferred to HoldCo; and
|
| (b) |
each Scheme Participant will be entitled to receive the Scheme Consideration.
|
| 4.2 |
Scheme Consideration
|
Subject to and in accordance with this agreement and the Scheme, each Scheme Participant is entitled to receive
the Scheme Consideration in respect of each Cenntro Share held by that Scheme Participant, and nothing else.
| 4.3 |
Provision of Scheme Consideration
|
Subject to this agreement and the Scheme, HoldCo undertakes to Cenntro that, in
consideration of the transfer to HoldCo of each Cenntro Share held by a Scheme Participant, HoldCo will, on the Implementation Date:
| (a) |
accept that transfer; and
|
| (b) |
provide the Scheme Consideration in accordance with the Scheme.
|
| 4.4 |
Share Sale Facility
|
| (a) |
Where a Scheme Participant is an Ineligible Foreign Shareholder, the number of HoldCo Shares to which that Scheme Participant would otherwise have
been entitled to under the Scheme will be issued to the Sale Agent and sold under the Share Sale Facility.
|
| (b) |
Cenntro will procure that, after the Implementation Date, the Sale Agent:
|
| (i) |
sells on Nasdaq all of the HoldCo Shares issued to the Sale Agent in accordance with clause 4.4(a) in such manner, at such price and on such other
terms as the Sale Agent determines in good faith, and at the risk of the Ineligible Foreign Shareholders; and
|
| (ii) |
remits the Share Sale Facility Proceeds to each Ineligible Foreign Shareholder in the amount towhich they are entitled, calculated on a volume
weighted average basis so thatall Ineligible Foreign Shareholders.
|
| 4.5 |
Options, Warrants and Notes
|
| (a) |
Cenntro and HoldCo will use all reasonable endeavours to enter into binding agreements with each:
|
| (i) |
Option Holder to cancel the Options held by such Option Holder in consideration for the grant of equivalent rights (as near as reasonably
practicable) to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Options);
|
| (ii) |
Warrant Holder to cancel the Warrants held by such Warrant Holder in consideration for the grant of equivalent rights (as near as reasonably
practicable) to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Warrants); and
|
| (iii) |
Note Holder to cancel the Notes held by such Note Holder in consideration for the grant of equivalent rights (as near as reasonably practicable)
to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Notes).
|
| (b) |
The number of:
|
| (i) |
HoldCo Options to be issued to each Option Holder will be at the ratio of one HoldCo Option for each Option held by the Option Holder;
|
| (ii) |
HoldCo Warrants to be issued to each Warrant Holder will be at the ratio of one HoldCo Warrant for each Option held by the Warrant Holder; and
|
| (iii) |
HoldCo Notes to be issued to each Note Holder will be at the ratio of one HoldCo Note for each Note held by the Note Holder.
|
| 5. |
Implementation of the Scheme
|
| 5.1 |
General obligations
|
Cenntro and HoldCo must each:
| (a) |
use all reasonable endeavours and commit necessary resources (including management and corporate relations resources and the resources of external
advisers); and
|
| (b) |
procure that its officers and advisers work in good faith and in a timely and co-operative fashion with the other party (including by attending
meetings and by providing information),
|
to produce the Scheme Booklet and implement the Scheme as soon as reasonably practicable
and in accordance with the timetable agreed between the parties.
| 5.2 |
Cenntro’s obligations
|
Cenntro must take all reasonable steps to implement the Scheme on a basis consistent with
this agreement and as soon as reasonably practicable, and in particular must:
| (a) |
(Scheme Booklet) prepare and despatch to Cenntro Shareholders a
Scheme Booklet which complies with all applicable laws, including the Corporations Act and applicable ASIC guidance and policies;
|
| (b) |
(Independent Expert) promptly appoint the Independent Expert and
provide any assistance and information reasonably requested by the Independent Expert to enable the Independent Expert to prepare the Independent Expert’s Report;
|
| (c) |
(section 411(17)(b) statement) apply to ASIC for the production
of:
|
| (i) |
a letter stating that it does not intend to appear at the First Court Date; and
|
| (ii) |
a statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;
|
| (d) |
(Consult with HoldCo) provide HoldCo with drafts of the Scheme
Booklet, consult with HoldCo in relation to the content and presentation of the Scheme Booklet and give HoldCo and its Representatives a reasonable opportunity to provide input about the content and presentation of the Scheme Booklet, and
obtain HoldCo’s consent to include the HoldCo Information in the form and context in which it appears;
|
| (e) |
(Court application) applyto the Court for an order under section
411(1) of the Corporations Act directing Cenntro to convene the Scheme Meeting;
|
| (f) |
(Court approval) subject to all Conditions Precedent in clause
3.1 (other than paragraph
|
(c) of clause 3.1) being satisfied or waived in accordance with this agreement, apply to the
Court for an order approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act;
| (g) |
(Registration) request ASIC to register the explanatory
statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act;
|
| (h) |
(Cenntro new information) provide to Cenntro Shareholders any
further or new information which arises after the despatch of the Scheme Booklet and prior to the Scheme Meeting which is necessary to ensure that the information contained in the Scheme Booklet is not false, misleading or deceptive in any
material respect (whether by omission or otherwise);
|
| (i) |
(Scheme Meeting) convene the Scheme Meeting to approve the
Scheme in accordance with any orders made by the Court pursuant to section 411(1) of the Corporations Act;
|
| (j) |
(Conditions Precedent certificate) at the hearing on the Second
Court Date, provide to the Court (through its counsel):
|
| (i) |
a certificate confirming (in respect of matters within Cenntro’s knowledge) whether or not the Conditions Precedent for which it is responsible,
as noted in clause 3.1 (other than paragraph (c) of clause 3.1), have been satisfied or waived in accordance with clause 3; and
|
| (ii) |
any certificate provided to it by HoldCo under clause 5.3(f);
|
| (k) |
(Register) close the Register as at the Record Date to determine
the identity of Scheme Participant and their entitlements to Scheme Consideration;
|
| (l) |
(instruments of transfer) subject to HoldCo satisfying its obligations under clause
4.3, on the Implementation Date:
|
| (i) |
execute proper instruments of transfer and effect the transfer of all Scheme Shares to HoldCo in accordance with the Scheme; and
|
| (ii) |
register all transfers of Scheme Shares to HoldCo;
|
| (m) |
(lodge copy of Court orders) lodge with ASIC an office copy of
the Court order approving the Scheme in accordance with section 411(10) of the Corporations Act on the day after that office copy is received (or any later date agreed in writing by HoldCo);
|
| (n) |
(ATO Ruling) notify Scheme Participants of the receipt of the ATO Class Ruling should it be received; and
|
| (o) |
(other steps) do all other things necessary to give effect to
the Scheme and the orders of the Court approving the Scheme.
|
| 5.3 |
HoldCo’s obligations
|
HoldCo must take all reasonable steps to assist Cenntro to implement the Scheme on a basis consistent with this
agreement and as soon as reasonably practicable, and in particular must:
| (a) |
(HoldCo Information):
|
| (i) |
prepare and promptly provide to Cenntro for inclusion in the Scheme Booklet the HoldCo Information (in accordance with all applicable laws,
including the Corporations Act and applicable ASIC guidance and policies) and consent to the inclusion of that information in the Scheme Booklet; and
|
| (ii) |
provide Cenntro with drafts of the HoldCo Information in a timely mannerand, acting reasonably in good faith and take into account all reasonable
comments from Cenntro and its Representatives on those drafts;
|
| (b) |
(accuracy of HoldCo Information) before the despatch of the
Scheme Booklet to Cenntro Shareholders, verify to Cenntro the accuracy of the HoldCo Information contained in the Scheme Booklet, and consent to the inclusion of that information in the form and context in which it appears in the Scheme
Booklet, in each ease subject to HoldCo being reasonably satisfied as to those matters;
|
| (c) |
(HoldCo new information) provide to Cenntro further or new
information about HoldCo which arises after the despatch of the Scheme Booklet to Cenntro Shareholders and prior to the Scheme Meeting which is necessary or reasonably required by Cenntro to ensure that the HoldCo Information disclosed to
Cenntro Shareholders is not false, misleading or deceptive in any material respect (whether by omission or otherwise);
|
| (d) |
(Independent Expert information) provide any assistance or
information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report;
|
| (e) |
(Deed Poll) prior to the Scheme Booklet being sent, sign and
deliver to Cenntro the Deed Poll;
|
| (f) |
(Conditions Precedent certificate) before 8.00am on the Second
Court Date, provide to Cenntro for provision to the Court at the hearing on that date a certificate confirming (in respect of matters within HoldCo’s knowledge) whether or not the
Conditions Precedent for which HoldCo is responsible, as noted in clause 3.1 (other than paragraph (c) of clause 3.1), have been satisfied or waived in accordance with clause 3;
|
| (g) |
(Share transfer) if the Scheme becomes Effective, accept a
transfer of the Scheme Shares as contemplated by clause 4.3(a) and execute (or procure the execution of) proper instruments of transfer of the Scheme Shares to HoldCo in accordance with the Scheme;
|
| (h) |
(Scheme Consideration) if the Scheme becomes Effective, provide
or procure the provision of the Scheme Consideration in the manner contemplated by the terms of the Scheme;
|
| (i) |
(CGT roll-over relief) if the Scheme becomes Effective, HoldCo
will elect for CGT roll-over relief to apply to the Group within 2 months of the Implementation Date;
|
| (j) |
(business restructure roll-over relief) if the Scheme becomes
Effective, HoldCo will elect for business restructure roll-over relief to apply within 2 months of Implementation Date; and
|
| (k) |
(other steps) do all other things reasonably necessary to ensure
that the Scheme is effected in accordance with all applicable laws, regulations and policy.
|
| 5.4 |
Scheme Booklet responsibility statement
|
The responsibility statement to appear in the Scheme Booklet, in a form to be agreed by the
parties, will contain words to the effect of:
| (a) |
Cenntro has prepared, and is responsible for, the content of the Scheme Booklet other than, to the maximum extent permitted by law, the HoldCo
Information, the Independent Expert’s Report or any other report or letter issued to Cenntro by a third party; and
|
| (b) |
HoldCo has prepared, and is responsible for, the HoldCo Information in the Scheme Booklet (and no other part of the Scheme Booklet).
|
| 5.5 |
Verification
|
Each party must undertake appropriate verification processes for the information supplied by that party in the
Scheme Booklet.
| 6. |
Conduct of business
|
| 6.1 |
Specified obligations of Cenntro
|
| (a) |
During the period between the date of this agreement and the earliest of:
|
| (i) |
the Implementation Date;
|
| (ii) |
the date this agreement is terminated in accordance with its terms; and
|
| (iii) |
the End Date,
|
Cenntro must, and must ensure that its Subsidiaries, conduct their businesses in the
ordinary and proper course of business.
| (b) |
Any restriction on conduct which is imposed in clause 6 does not apply to the extent that:
|
| (i) |
the conduct is required to be undertaken by Cenntro or its Subsidiaries (as the case may be) in connection with the Scheme or this agreement; or
|
| (ii) |
the conduct is approved by HoldCo.
|
| 6.2 |
Change of control
|
As soon as practicable after the date of this agreement, the parties must:
| (a) |
seek to identify any change of control or similar provisions in material
contracts, joint venture documentation and leases to which Cenntro or any of its Subsidiaries are a party which may be triggered by the
implementation of the Scheme (Change of Control Requirements); and
|
| (b) |
unless otherwise agreed between Cenntro and HoldCo, use all reasonable
endeavours to obtain any material consents required in accordance with the terms of any identified Change of Control Requirements as
soon as practicable and in any event 8.00am on the Second Court Date.
|
| 7. |
Warranties
|
| 7.1 |
Cenntro Warranties
|
Cenntro represents and warrants to HoldCo at the date of this agreement and on each
subsequent day until and including 8.00am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:
| (a) |
it has been incorporated or formed in accordance with the laws of its place of incorporation;
|
| (b) |
it has power to enter into this agreement, to comply with its obligations under it and exercise its rights under it;
|
| (c) |
the entry by it into, its compliance with its obligations and the exercise of its rights under, this agreement do not and will not conflict with:
|
| (i) |
its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or
|
| (ii) |
any law binding on or applicable to it or its assets;
|
| (d) |
other than any:
|
| (i) |
regulatory approval required in connection with the Scheme or any aspect of it;
|
| (ii) |
matter which is the subject of a Condition Precedent; or
|
| (iii) |
Change of Control Requirements,
|
it has in full force and effect each authorisation necessary for it to enter into this
agreement, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;
| (e) |
its obligations under this agreement are valid and binding and are enforceable against it in accordance with its terms; and
|
| (f) |
no member of the Cenntro is Insolvent.
|
| 7.2 |
HoldCo Warranties
|
HoldCo represents and warrants to Cenntro at the date of this agreement and on each
subsequent day until and including 8.00am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:
| (a) |
it has been incorporated or formed in accordance with the laws of its place of incorporation;
|
| (b) |
it has power to enter into this agreement, to comply with its obligations under it and exercise its rights under it;
|
| (c) |
the entry by it into, its compliance with its obligations and the exercise of its rights under, this agreement do not and will not conflict with:
|
| (i) |
its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or
|
| (ii) |
any law binding on or applicable to it or its assets;
|
| (d) |
it has in full force and effect each authorisation necessary for it to enter into this agreement, to comply with its obligations and exercise its
rights under it, and to allow them to be enforced;
|
| (e) |
its obligations under this agreement are valid and binding and are enforceable against it in accordance with its terms; and
|
| (f) |
HoldCo is not Insolvent.
|
| 7.3 |
Nature of warranties
|
Each representation and warranty in clauses 7.1 and 7.2:
| (a) |
is severable;
|
| (b) |
will survive termination of this agreement; and
|
| (c) |
is given with the intent that liability under it is not confined to breaches which are discovered before the date of termination of this
agreement.
|
| 7.4 |
No other warranties or reliance
|
| (a) |
Each party acknowledges that no other party (nor any person acting on that other party’s behalf) has made any warranty, representation or other
inducement to it to enter into this agreement, except for the representations and warranties expressly set out in this agreement.
|
| (b) |
Each party acknowledges and confirms that it does not enter into this agreement in reliance on any warranty, representation or other inducement by
or on behalf of any other party, except for any warranty or representation expressly set out in this agreement.
|
| 7.5 |
Release
|
| (a) |
Each party:
|
| (i) |
releases its rights against, and will not make any Claim against, any past or present Representative of any other party in relation to anything
done or purported to be done in connection with the Scheme, any transaction contemplated by or warranty given in this agreement, any information provided to it by another party or in relation to its execution or delivery of this agreement
to the extent that the past or present Representative has acted in good faith and has not engaged in any wilful misconduct; and
|
| (ii) |
holds the releases in clause 7.5(a)(i) in respect of its past and present Representatives as trustee for those Representatives.
|
| (b) |
Nothing in clause 7.5(a)(a)(i) excludes any liability that may arise from wilful misconduct or bad faith on the part of any person.
|
| 7.6 |
Directors' and officers' insurance
|
Subject to the Scheme becoming Effective and subject to the Corporations Act, HoldCo
undertakes in favour of Cenntro and each other person who is an Officer of a member of Cenntro that it will:
| (a) |
for a period of seven years from the Implementation Date, ensure that the constitutions of Cenntro and each other member of the Cenntro are on
materially no less favourable terms overall as are contained in those constitutions as at the date of this agreement that provide for each company to indemnify each of its Officers against any liability incurred by that person in his or her
capacity as an Officer of the company to any person other than a member of the Cenntro; and
|
| (b) |
procure that Cenntro and each other member of the Cenntro complies with any deeds of indemnity, access and insurance made by them in favour of
their respective Officers from time to time and without limiting the foregoing, ensure that the directors’ and officers’ run- off insurance cover for those Officers is maintained, for a period of seven years from the retirement date of each
Officer.
|
| 7.7 |
Period of undertaking
|
The undertakings contained in clause 7.6 are given until the earlier of the end of the
relevant period specified in that clause or the relevant member of the Cenntro ceasing to be a Subsidiary of HoldCo.
| 7.8 |
Benefit of undertaking for Cenntro
|
Cenntro acknowledges that it receives and holds the benefit of clause 7.6 to the extent it
relates to each Officer of a member of the Cenntro on behalf of each of them.
| 8. |
Termination
|
| 8.1 |
Termination for breach
|
Without prejudice to any other rights of termination under this agreement, either party may
terminate this agreement by giving the other party written notice at any time before 8.00am on the Second Court Date if:
| (a) |
the other party is in material breach of any term of this agreement, or there has been a material breach of a representation or warranty given by
the other party under clauses 7.1 or 7.2 (as applicable) on or before the Second Court Date;
|
| (b) |
the party wishing to terminate this agreement has given the other party a written notice setting out details of the breach and stating its
intention to terminate this agreement; and
|
| (c) |
the breach is not capable of remedy or has not been remedied 10 Business Days (or any shorter period ending immediately before 8.00am on the
Second Court Date) from the date the notice under clause 8.1(b) is given.
|
| 8.2 |
Mutual termination
|
This agreement is terminable if agreed to in writing by HoldCo and Cenntro.
| 8.3 |
Effect of termination
|
| (a) |
If either Cenntro or HoldCo terminates this agreement under clauses 3.6, 8.1 or 8.2, this agreement and the parties’ obligations under it cease,
other than obligations under this clause and clauses 1, 7.1, 7.2, 7.3, 7.4, 7.5, 9, 10 and 12 which will survive termination.
|
| (b) |
Termination of this agreement under clauses 3.6, 8.1 or 8.2 does not affect any accrued rights of a party in respect of a breach of this agreement
prior to termination.
|
| 9. |
Costs and stamp duty
|
| 9.1 |
Costs
|
Subject to clause 9.2, each party must bear its own costs and expenses (including
professional fees and stamp duty) incurred by it in connection with the negotiation, preparation and execution of this agreement and the implementation or attempted implementation of the Scheme.
| 9.2 |
Stamp duty
|
HoldCo must pay all stamp duty and any related fines or penalties in respect of this
agreement, the Deed Poll and the acquisition of the Scheme Shares in accordance with the Scheme and indemnify Cenntro against any liability arising from failure to comply with this clause 9.2.
| 10. |
GST
|
| 10.1 |
Definitions and interpretation
|
For the purposes of this clause:
| (a) |
GST Act means
the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
|
| (b) |
a term which has a defined meaning in the GST Act has the same meaning when used in this clause, unless the contrary intention appears; and
|
| (c) |
each periodic or progressive component of a supply to which section 156-5(1) ofthe GST Act applies will be treated as if it were a separate
supply.
|
| 10.2 |
GST exclusive
|
Unless this agreement expressly states otherwise, all consideration to be provided under this agreement is
exclusive of GST.
| 10.3 |
Payment of GST
|
| (a) |
If GST is payable, or notionally payable, on a supply in connection with this agreement, the party providing the consideration for the supply
agrees to pay to the supplier an additional amount equal to the amount of GST payable on that supply (GST Amount).
|
| (b) |
Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time as the GST-exclusive consideration for the supply, or
the first part of the GST- exclusive consideration for the supply (as the case may be), is payable or is to be provided.
|
| (c) |
This clause does not apply to the extent that the consideration for the supply is expressly stated to include GST or the supply is subject to a
reverse-charge.
|
| 10.4 |
Adjustment events
|
If an adjustment event arises for a supply made in connection with this agreement, the GST
Amount must be recalculated to reflect that adjustment. The supplier or the recipient (as the case may be) agrees to make any payments necessary to reflect the adjustment and the supplier agrees to issue an adjustment note.
| 10.5 |
Reimbursements
|
Any payment, indemnity, reimbursement or similar obligation that is required to be made in connection with this
agreement which is calculated by reference to an amount paid by another party must be reduced by the amount of any input tax credits which the other party (or the representative member of any GST group of which the other party is a member) is
entitled. If the reduced payment is consideration for a taxable supply, clause 10.3 will apply to the reduced payment.
| 11. |
Notices
|
| 11.1 |
How to give a Notice
|
Any notice, demand, consent, waiver, approval or other communication (a Notice) given or made under or in connection with this agreement:
| (a) |
must be in legible writing and in English;
|
| (b) |
must be signed by the sender or a person duly authorised by the sender; and
|
| (c) |
must be delivered to the intended recipient by hand, email or prepaid post (airmail if applicable) to the address specified in the 'Details' or
the address or email address last notified in writing by the intended recipient to the sender.
|
| 11.2 |
When effective
|
A Notice will be effective upon receipt and will be taken to be received:
| (a) |
in the case of delivery by hand, when delivered;
|
| (b) |
in the case of delivery by post, five Business Days after the date of posting (or twelve Business Days after the date of posting if sent from one
country to another); and
|
| (c) |
in the case of email, the earlier of:
|
| (i) |
at the time the sender receives an automated message confirming delivery;
|
| (ii) |
at the time the intended recipient confirms delivery by reply email; and
|
| (iii) |
one hour after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated
delivery failure notification indicating that the email has not been delivered,
|
but if the result is that a Notice is received or taken to be received outside the period
between 9.00am and 5.00pm on a Business Day in the place of the addressee’s postal address for Notices, then the Notice will be taken to be received at 9.00am on the following Business Day in that place.
| 12. |
General
|
| 12.1 |
Amendment
|
This agreement can only be amended or replaced by another document signed by or on behalf of each of the parties.
| 12.2 |
Assignment
|
A party may not assign, encumber, declare a trust over or otherwise deal with its rights or
obligations under this agreement, or attempt or purport to do so, without the prior written consent of each other party.
| 12.3 |
Further assurances
|
Each party must do, and procure that its employees and agents promptly do, all things necessary, including executing
agreements and documents, to give full effect to this agreement and the transactions contemplated by it.
| 12.4 |
Waivers, rights and remedies
|
| (a) |
No failure to exercise or a delay in exercising any right, power or remedy under this agreement fully or at a particular time will affect that right,
power or remedy or operate as a waiver.
|
| (b) |
The single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any
other right, power or remedy.
|
| (c) |
A waiver is not valid or binding on a party granting a waiver unless it is made in writing and signed by the party giving it.
|
| (d) |
A party may exercise right, power or remedy or give or refuse to its consent, waiver or approval in its absolute discretion (including by imposing
conditions), unless this agreement specifies otherwise.
|
| (e) |
Except as provided in this agreement and permitted by law or equity, the rights, powers and remedies provided in this agreement are cumulative with
and not exclusive to the rights, powers and remedies provided by law or equity independently of this agreement.
|
| 12.5 |
Severability
|
Any provision of this agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that
jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
| 12.6 |
Entire agreement
|
To the extent permitted by law, in relation to the subject matter of this agreement, this agreement:
| (a) |
embodies the entire understanding of the parties and constitutes the entire terms agreed on between the parties; and
|
| (b) |
supersedes any prior agreement (whether or not in writing) between the parties.
|
| 12.7 |
No merger
|
The rights and obligations of the parties do not merge on Completion of any transaction
contemplated under this agreement. They survive the execution and delivery of any assignment or other document entered into to implement any transaction contemplated under this agreement.
| 12.8 |
Indemnities
|
The indemnities in this agreement are continuing obligations, independent from the other
obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.
| 12.9 |
No representation or reliance
|
| (a) |
Each party acknowledges that no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into
this agreement, except for representations or inducements expressly set out in this agreement.
|
| (b) |
Each party acknowledges and confirms that it does not enter into this agreement in reliance on any representation or other inducement by or on
behalf of any other party, except for any representation or inducement expressly set out in this agreement.
|
| 12.10 |
Governing law and jurisdiction
|
| (a) |
This agreement is governed by the laws of New South Wales, Australia.
|
| (b) |
Each party irrevocably and unconditionally:
|
| (i) |
submits to the exclusive jurisdiction of the courts of New South Wales, Australia; and
|
| (ii) |
waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.
|
| 12.11 |
Counterparts
|
This agreement may be executed in any number of counterparts including by email or facsimile.
All counterparts together will be taken to constitute one instrument.
Signing page
EXECUTED as an agreement.
|
Executed by Cenntro Electric Group Limited
ACN 619 054 938 in accordance with the
requirements of section 127 of the Corporations Act 2001 (Cth) |
||
| /s/ Peter Z. Wang | /s/ Tony Tsai | |
|
Signature of director
|
Signature of director/company secretary
(Please delete as applicable)
|
|
|
Peter Z. Wang
|
Tony Tsai
|
|
|
Name of director (print)
|
Name of director/company secretary (print)
|
|
Executed by Cenntro Inc. by the following
authorised officers:
|
||
| /s/ Peter Z. Wang | ||
|
Signature of authorised offi e
|
Signature of authorised officer
|
|
|
|
||
|
Name of authorised officer (print)
|
Name of authorised officer (print)
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CENNTRO, INC.
Cenntro Inc., a Nevada corporation, does hereby certify that:
ARTICLE I
NAME
The name of the Corporation is Cenntro, Inc. (the “Corporation”).
ARTICLE II
PURPOSE
The purpose for which this Corporation is organized is to engage in any lawful act or activity for which corporations may be
organized under Chapter 78 of the Nevada Revised Statutes.
ARTICLE III
CAPITAL STOCK
Section 3.01. Authorized Capital Stock. The total
number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 1,100,000,000 shares, consisting of (a) 1,000,000,000 shares of common stock, par value $0.0001 per
share (the “Common Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Fully paid stock of the Corporation shall not be liable to any further call or assessment.
Section 3.02. Preferred Stock. The Board of Directors is expressly authorized, subject to limitations prescribed by law, by
resolution or resolutions, and by filing a certificate pursuant to the applicable law of the State of Nevada, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and to establish from time-to-time the
number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof. The relative powers, preferences and rights of each series of Preferred Stock in relation to the Preferred Stock Designations of each other series of
Preferred Stock shall, in each case, be as fixed from time-to-time by the Board of Directors in the resolution or resolutions adopted pursuant to the authority granted in this Section
3.02
ARTICLE IV
DIRECTORS
The number of directors shall be at least one (1) person, but not more than fifteen (15) persons. The number of Directors may be
changed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.
ARTICLE V
BYLAWS
The Board shall have the power and is expressly authorized to adopt, amend, alter, or repeal the Bylaws. The Bylaws also may
be restated or amended by the stockholders upon the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
ARTICLE VI
LIMITED LIABILITY, INDEMNIFICATION
Section 6.01. Limited Liability of Directors and Officers.
The personal liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of the Nevada Revised Statues and particularly Section 78.138.7 thereof, as the same may be amended
and supplemented. Any repeal or modification of this Section 6.01 by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
Section 6.02. Indemnification of Directors, Officers, and Agents.
The Corporation may, to the fullest extent not prohibited by the Nevada Revised Statutes and otherwise as provided by the provisions of Section 78.7502 and 78.751 of the Nevada Revised Statutes, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under such provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by such section as provided in the bylaws of the
Corporation. Such right of indemnification shall be contingent upon, and shall exist only if, such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, where such person also had no reasonable cause to believe his or her conduct was unlawful. Such right of indemnification
shall include the advancement of expenses as incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by the indemnified party to repay the advancements if it is ultimately determined
by a court of competent jurisdiction that the indemnified party is not entitled to be indemnified. Expenses. Such right of indemnification shall not be exclusive of any other right which such directors, officers, employees, or agents of the
Corporation may have or hereafter acquire, and such persons shall be entitled to their respective rights of indemnification under the Bylaws of the Corporation or any agreement, vote of stockholders, provision of law, or otherwise, as well
their rights under this Section 6.02. The indemnification provided in this Section 6.02 shall continue as to a person who has ceased to be such a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and
administrators of such person.
ARTICLE VII
AMENDMENTS
From time to time any of the provisions of these Articles of Incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted in the manner and at the time prescribed by such laws, and all rights at any time conferred upon the stockholders of the Corporation by these
Articles of Incorporation are granted subject to the provisions of this Article.
In Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this 26th day of February 2024.
|
By:
|
/s/ Peter Wang
|
|
|
Name:
|
Peter Wang
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Title:
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Chief Executive Officer, President,
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Chairman of the Board and Director
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Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
CENNTRO, INC.
(the “Corporation”)
a Nevada corporation
Adopted November 10, 2023, subject to and effective upon Cenntro Electric Group Limited’s redomiciliation from Australia to the United States
ARTICLE I
OFFICES
1.1 Registered Office. The registered office and registered agent of
the Corporation shall be as from time to time set forth in the Corporation’s Articles of Incorporation.
1.2 Other Offices. The Corporation may also have offices at such
other places of business, both within and without the State of Nevada, as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business and affairs of the Corporation may require.
ARTICLE II
STOCKHOLDERS MEETINGS
2.1 Place of Meetings. All meetings of the stockholders for the
election of Directors shall be held at such place, within or without the State of Nevada, as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held at such time and place, within or
without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meeting.
(a) The annual meeting of the stockholders of the
Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time-to-time by the Board of Directors. Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders by
or at the direction of the Board of Directors; or (ii) by any stockholder of the Corporation who was a stockholder holding at least one percent (1%) of record at the time of giving of notice provided in Section 2.2(b) below, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in this Section.
(b) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.2(a): (i) the stockholder must have
given timely notice thereof in proper form to the Secretary of the Corporation as set forth below; and (ii) such other business must be a proper matter for stockholder action under the Nevada Revised Statutes.
(c) To be timely, a stockholder’s notice to the
Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public announcement of the date of the annual meeting was made, whichever first occurs. For
purposes of this Section 2.2, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, Accesswire, Market Wire or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”).
(d) Such stockholder’s notice shall set forth: (i) as to
each person whom the stockholder proposed to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act and Rule 14a-4(d) thereunder (including such person’ s written consent to being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (iii) any
material interest of the stockholder in such business; (iv) a representation that the person sending the notice is a stockholder of record on the record date and shall remain such through the annual meeting date; and (v) a representation that
such stockholder intends to appear in person or by proxy at such annual meeting to move the consideration of the business set forth in the notice.
(e) Notwithstanding anything in this Section to the
contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board
of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation.
(f) Only such persons who are nominated in accordance
with the procedures set forth in this Section shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth
in this Section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be,
in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at
the meeting and shall be disregarded.
(g) Notwithstanding the foregoing provisions of this
Section, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act.
Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.
2.3 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law, by the Articles of Incorporation or by these Bylaws, may be called by the Chief Executive Officer or the President, or shall be called b . Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to vote are present and consent.
2.4 Notice. Written or printed notice stating the place, day and
hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or
by mail, by or at the direction of the Chief Executive Officer, the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.
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2.5 List of Stockholders. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, shall be prepared by the officer or agent having
charge of the stock transfer books. Such list shall be kept on file at the registered office of the Corporation (or at such other location determined by the Board of Directors) for a period of ten days prior to such meeting and shall be subject to
inspection by any stockholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any stockholder who may
be present.
2.6 Quorum; Adjournments. At all meetings of the stockholders, the
presence in person or by proxy of the holders of one-third (1/3rd) of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise
provided by law, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than thirty days, or if after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as originally notified.
2.7 Required Vote. When a quorum is present at any meeting of the
Corporation’s stockholders, all questions shall be decided by majority vote of the votes cast, unless the question is one upon which, by express provision of law, the Articles of Incorporation or these Bylaws, a different vote is required, in which
case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
2.8 Method of Voting; Proxies. Each outstanding share of the
Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable law or
the Articles of Incorporation, as amended from time to time. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such
stockholder or by his duly authorized attorney-in-fact and bearing a date not more than six months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors
shall be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order or any stockholder shall demand that voting be by written ballot.
2.9 Record Date; Closing Transfer Books. The Board of Directors may
fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the Board of
Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is
mailed shall be the record date.
2.10 Action By Consent. Any action required or permitted by law, the
Articles of Incorporation, or these Bylaws to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders
holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consents shall be delivered to
the Secretary for inclusion in the Minute Book of the Corporation.
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2.11 Inspectors of Election. The Board of Directors may,
and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting
of stockholders or any adjournment thereof and to make a written report thereof. The Board of Directors may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates
are appointed by the Board of Directors, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or
represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by
the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each
report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the
inspectors.
ARTICLE III
BOARD OF DIRECTORS
3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, a stockholders’ agreement or these Bylaws
directed or required to be exercised or done by the stockholders.
3.2 Qualification; Election; Term. None of the directors need be a
stockholder of the Corporation or a resident of the State of Nevada. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his
successor shall be elected and qualified.
3.3 Number. The initial number of directors of the Corporation shall
be one (1). Thereafter, the number of directors of the Corporation shall be fixed exclusively by resolution as the Board of Directors may from time to time designate. No decrease in the number of directors shall have the effect of shortening the
term of any incumbent director.
3.4 Removal. Any director may be removed either for or without cause
at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been
given in the notice calling such meeting.
3.5 Vacancies. Any vacancy occurring in the Board of Directors by
death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the
stockholders.
3.6 Place of Meetings; Participation by Electronic Media. Meetings
of the Board of Directors and any committee thereof, regular or special, may be held at such place or virtually within or outside of the State of Nevada as may be fixed from time to time by the Board of Directors. Unless otherwise restricted by
applicable law, the Articles of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other electronic media
communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
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3.7 Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held without further notice immediately following the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and serving shall change such time or place.
3.8 Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be determined by resolution of the Board of Directors.
3.9 Special Meetings. Special meetings of the Board of Directors may
be called by the Chief Executive Officer or President on oral or written notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight hours prior to the time of the meeting;
provided, however, that if the Chairman of the Board or the Chief Executive Officer determines that it is otherwise necessary or advisable to hold the meeting sooner, the Chairman of the Board or the Chief Executive Officer, as the case may be, may
prescribe a shorter notice to be given personally or by email, telephone, or facsimile provided that the notice shall be at least four (4) hours prior to the meeting. Special meetings shall be called by the Chief Executive Officer, the President or
the Secretary in like manner and on like notice on the written request of two-thirds of directors. Except as may be otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor
the purpose of, any special meeting need to be specified in a notice or waiver of notice.
3.10 Quorum and Voting. At all meetings of the Board of Directors,
the presence of a majority of the number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.
3.11 Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (a) the fact as to his relationship or interest and as to the contract or transaction is known to the Board of Directors or the committee, and the Board of Directors or
committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the fact as to his relationship or interest
and as to the contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the fact that the common directorship, office,
or financial interest is not known to the director or officer at the time the transaction is brought before the Board of Directors for action; or (d) the contract or transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that
authorizes the contract or transaction.
3.12 Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.
3.13 Compensation of Directors. Directors shall receive such
compensation for their services and reimbursement for their expenses as the Board of Directors, by resolution, shall establish, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of committees of the Board of Directors may be allowed similar compensation and reimbursement of expenses for service
on the committee.
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ARTICLE IV
COMMITTEES
4.1 Designation. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate committees, each committee consisting of one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution.
4.2 Authority. Each committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors is required by statute or by the Articles of
Incorporation.
4.3 Change in Number. The number of committee members may be
increased or decreased (but not below one) from time to time by resolution adopted by a majority of the whole Board of Directors.
4.4 Removal. Any committee member may be removed by the Board of
Directors by the affirmative vote of a majority of the whole Board, whenever in its judgment, the best interests of the Corporation will be served thereby.
4.5 Vacancies. A vacancy occurring in any committee (by death,
resignation, removal or otherwise) may be filled by the Board of Directors in the manner provided for original designation in Section 4.1.
4.6 Meetings. Subject to Section 3.6, the time, place and notice (if
any) of all committee meetings shall be determined by the respective committee. Unless otherwise determined by a particular committee, meetings of the committees may be called by the Chief Executive Officer or President on oral or written notice to
each member, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight hours prior to the time of the meeting and special meetings shall be called by the Chief Executive Officer, the President or
the Secretary in like manner and on like notice on the written request of any committee member. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in a notice or waiver of notice of any meeting.
4.7 Quorum; Majority Vote. Unless otherwise determined by a
particular committee, at any meeting a majority of the committee members shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum is not present at a meeting of the committee, the members present thereat may adjourn the meeting from time to time,
without notice other than an announcement at the meeting until a quorum is present.
4.8 Action by Consent. Any action required or permitted to be taken
at any committee meeting may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of such committee.
4.9 Compensation. Compensation of committee members shall be fixed
pursuant to the provisions of Section 3.13.
ARTICLE V
NOTICE
5.1 Form of Notice. Whenever required by law, the Articles of
Incorporation or these Bylaws, notice is to be given to any director or stockholder, and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid, addressed to such director or
stockholder at such address as appears on the books and records of the Corporation or its transfer agent; or (b) in any other method permitted by law, including email. Except for notices to directors as provided in Section 3.8 and 3.9 above, any
notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail and any notice given by email shall be deemed given upon transmission of the notice.
5.2 Waiver. Whenever any notice is required to be given to any
stockholder or director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such
notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
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ARTICLE VI
OFFICERS AND AGENTS
6.1 Officers. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board of Directors, a President, a Treasurer and a Secretary. The Board of Directors may also elect a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief
Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. None of the officers need be a member of the Board of Directors. Any two or more offices may be held by the same person.
6.2 Election. The Board of Directors, at its first meeting after
each annual meeting of stockholders, shall elect a President, a Treasurer, a Secretary and such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
6.3 Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors or any committee of the Board, if so authorized by the Board.
6.4 Term of Office and Removal. Each officer of the Corporation
shall hold office until his death, or his resignation or removal from office, or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the Board of Directors may be removed at any
time, for or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.
6.5 Employment and Other Contracts. The Board of Directors may
authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The Board of
Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.
6.6 Chairman of the Board. The Chairman of the Board, subject to the
direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as from time to time may be assigned to him or her by the Board of Directors. The Chairman of the Board shall preside at all meetings
of the stockholders of the Corporation and all meetings of the Board of Directors.
6.7 Chief Executive Officer. The Chief Executive Officer shall have
general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall preside at all meetings of the stockholders of the
Corporation and all meetings of the Board of Directors in the absence of the Chairman of the Board.
6.8 President. The President shall be subject to the direction of
the Board of Directors and the Chief Executive Officer and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. The President shall see that the officers
carry all other orders and resolutions of the Board of Directors into effect. The President shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation except where required by law to be otherwise signed
and executed and except where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation or reserved to the Board of Directors or any committee thereof. The President shall
preside at all meetings of the stockholders of the Corporation and all meetings of the Board of Directors in the absence of the Chairman of the Board and the Chief Executive Officer. The President shall perform all duties incident to the office of
the President and such other duties as may be prescribed by the Board of Directors from time to time.
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6.9 Chief Operating Officer. The Chief Operating Officer shall be
subject to the direction of the Chief Executive Officer, the President and the Board of Directors and shall have day-to-day managerial responsibility for the operation of the Corporation.
6.10 Chief Financial Officer. The Chief Financial Officer shall be
subject to the direction of the Chief Executive Officer, the President and the Board of Directors and shall have day-to-day managerial responsibility for the finances of the Corporation.
6.11 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board of Directors or any committee thereof may from time to time prescribe, or as the President may from time to time delegate to him. In the absence or disability of the President, any Vice President may perform the
duties and exercise the powers of the President.
6.12 Secretary. The Secretary shall attend all meetings of the
stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for the Board of Directors when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he shall be. He shall keep in safe custody the seal of the
Corporation. He shall be under the supervision of the President. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time
delegate.
6.13 Assistant Secretaries. Each Assistant Secretary shall have such
powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.
6.14 Treasurer. The Treasurer shall have the custody of all
corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Directors, at the regular meetings of the
Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe or the President may
from time to time delegate.
6.15 Assistant Treasurers. Each Assistant Treasurer shall have such
powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.
6.16 Bonding. If required by the Board of Directors, all or certain
of the officers shall give the Corporation a bond, in such form, in such sum, by such surety companies and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of their office
and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their
control belonging to the Corporation. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary or such designated officer.
ARTICLE VII
CERTIFICATES OF SHARES
7.1 Form of Certificates. The Corporation may, but is not required
to, deliver to each stockholder a certificate or certificates, in such form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively numbered and shall be
registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such
shares are without par value.
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7.2 Shares Without Certificates. The Board of Directors may
authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the Corporation, or on
the respective rights and obligations of the stockholders. Unless otherwise provided by the Nevada Revised Statutes, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates.
Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 7.1. At least annually
thereafter, the Corporation shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously sent pursuant to this Section.
7.3 Lost Certificates. The Board of Directors may direct that a new
certificate be issued, or that uncertificated shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the
Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim
against the Corporation for the transfer or a new certificate or uncertificated shares.
7.4 Transfer of Shares. Shares of stock shall be transferable only
on the books of the Corporation or its transfer agent by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
7.5 Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VIII
INDEMNIFICATION
8.1 Directors and Executive Officers. The Corporation shall
indemnify its directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes or any other applicable law; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with
its directors and officers; and, provided, further, that the Corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (a) such indemnification is
expressly required to be made by law, (b) the proceeding was authorized by the Board of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation
under the Nevada Revised Statutes or any other applicable law, or (d) such indemnification is required to be made under Section 8.4 below.
8.2 Employees and Other Agents. The Corporation shall indemnify its
directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes or any other applicable law; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors
and officers; and, provided, further, that the Corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (a) such indemnification is expressly required
to be made by law, (b) the proceeding was authorized by the Board of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Nevada
Revised Statutes or any other applicable law, or (d) such indemnification is required to be made under Section 8.4 below.
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8.3 Expenses. The Corporation shall advance to any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to Section 8.5, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the
Corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (a) by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, even if not a quorum, or (b) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (c) if there are no such directors, or such
directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best interests of the Corporation.
8.4 Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers under this Article VIII shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the
director or officer. Any right to indemnification or advances granted by this Article VIII to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for
indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be
paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it
permissible under the Nevada Revised Statutes or any other applicable law for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) for advances, the Corporation shall be entitled to raise as a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect to any criminal action or proceeding that such person acted
without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada Revised Statutes or any other applicable law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable
standard of conduct.
8.5 Non-Exclusivitiy of Rights. The rights conferred on any person
by this Article VIII shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers,
employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada Revised Statutes or any other applicable law.
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8.6 Survival of Rights. The rights conferred on any person by this
Article VIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
8.7 Insurance. To the fullest extent permitted by the Nevada Revised
Statutes, or any other applicable law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article VIII.
8.8 Amendments. Any repeal or modification of this Article VIII
shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.
8.9 Savings Clause. If this Article VIII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this ArticleVIII that shall not have
been invalidated, or by any other applicable law. If this Article VIII shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director and officer to the full
extent under applicable law.
8.10 Certain Definitions. For the purposes of this Article VIII, the
following definitions shall apply:
(a) The term “proceeding” shall be broadly construed and
shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration, and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
(b) The term “expenses” shall be broadly construed and
shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.
(c) The term the “Corporation” shall include, in
addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving Corporation as he would have with
respect to such constituent corporation if its separate existence had continued.
(d) References to a “director,” “officer,” “employee,”
or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, officer, employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
(e) References to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article.
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ARTICLE IX
GENERAL PROVISIONS
9.1 Dividends. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation,
subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record
date to be not more than sixty days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such dividend. In
the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.
9.2 Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the
Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved
shall not be available for the payment of dividends or other distributions by the Corporation.
9.3 Books and Records. The Corporation shall keep correct and
complete books and records of account and minutes of the proceedings of its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.
9.4 Checks and Notes. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
9.5 Loans. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
9.6 Fiscal Year. The fiscal year of the Company shall be fixed by
resolution of the Board of Directors.
9.7 Seal. The Corporation may have a seal, and such seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.
9.8 Resignation. Any director, officer or agent may resign by giving
written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
9.9 Off-Shore Offerings. In all offerings of securities pursuant to
Regulation S of the Securities Act of 1933, as amended (the “Act”), the Corporation shall require that its stock transfer agent refuse to register any transfer of securities not made in accordance with the provisions of Regulation S, pursuant to
registration under the Act or an available exemption thereunder.
9.10 Amendment of Bylaws. The Board of Directors shall have power to
amend, modify or repeal these Bylaws, or adopt any new provision.
9.11 Forum for Adjudication of Disputes. To the fullest extent
permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada (or if the Eighth Judicial District does not have jurisdiction, the federal
district court for the District of Nevada) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any
fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s shareholders, (c) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes
Chapters 78 or 92A or any provision of the Articles of Incorporation or these Bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (A) as to which such
court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B)
which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction, including, without limitation, any action to interpret, apply, enforce or determine the
validity of the Articles of Incorporation or these Bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this
Section 9.11.
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9.12 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.
9.13 Relation to Articles of Incorporation. These Bylaws are subject
to, and governed by, the Articles of Incorporation.
******
CERTIFICATION OF ADOPTION
The undersigned hereby certifies that he/she is the duly elected, qualified and acting Secretary of Cenntro, Inc., a Nevada corporation (the
“Corporation”), and that the foregoing Amended and Restated Bylaws were adopted as the Corporation’s bylaws as of the date hereof by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of November 10, 2023.
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/s/ Peter Wang
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Peter Wang
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Chief Executive Office and Director
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Exhibit 10.1
CENNTRO INC.
2023 EQUITY INCENTIVE PLAN
1. Purpose. The purpose of the Cenntro Inc.,
2023 Equity Incentive Plan is to provide a means through which Cenntro Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”) and its Affiliates (as defined herein) may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees,
consultants, and advisors (and prospective directors, officers, managers, employees, consultants, and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which
may (but need not) be measured by reference to the value of the Common Stock (as defined herein), thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s
stockholders.
2. Definitions. The
following definitions shall be applicable throughout this Plan:
(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant
interest as determined by the Committee in its discretion. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
(b) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under this Plan.
(c) “Board”
means the Board of Directors of the Company.
(d) “Business Combination”
has the meaning given such term in the definition of “Change in Control.”
(e) “Business Day” means any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York are authorized or obligated by federal law or executive order to be closed.
(f) “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of
any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for
any such breach or default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company;
(B) gross negligence, willful misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement, misappropriation of the Company or its Affiliate’s assets or any felony or other crime
of dishonesty in connection with the Participant’s duties; (D) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the performance of
the Participant’s duties to the Company, or (E) failure by a Participant to follow the lawful directions of a superior officer or the Board. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.
(g) “Change in Control”
shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:
(i) An acquisition (whether directly from the Company or otherwise) of any voting securities of the
Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”)), immediately after which such Person has ownership of more than two thirds (2/3) of the combined voting power of the
Company’s then outstanding Voting Securities.
(ii) The individuals who constitute the members of the Board cease, by reason of a financing, merger,
combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least forty percent (40%) of the members of the Board; or
(iii) The consummation of any of the following events:
(A) A merger, consolidation or reorganization involving the Company, where either or both of the
events described in clauses (i) or (ii) above would be the result;
(B) A liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or
similar person for, or the filing by a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with Section 409A of the Code, the occurrence of an event described in this subsection
(B) shall not permit the settlement of Restricted Stock Units granted under this Plan; or
(C) An agreement for the sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a subsidiary of the Company).
(h) “Closing Price”
means (A) during such time as the Common Shares are registered under Section 12 of the Exchange Act, the closing price of the Common Shares as reported by an established stock exchange or automated quotation system on the day for which such value
is to be determined, or, if no sale of the Common Shares shall have been made on any such stock exchange or automated quotation system that day, on the next preceding day on which there was a sale of such Common Shares, or (B) during any such time
as the Common Shares are not listed upon an established stock exchange or automated quotation system, the mean between dealer “bid” and “ask” prices of the Common Shares in the over-the-counter market on the day for which such value is to be
determined, as reported by the Financial Industry Regulatory Authority, Inc., or (C) during any such time as the Common Shares cannot be valued pursuant to (A) or (B) above, the fair market value shall be as determined by the Committee considering
all relevant information including, by example and not by limitation, the services of an independent appraiser.
(i) “Code” means
the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or
successor provisions to such section, regulations or guidance.
(j) “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed by the Board, the Board. Unless altered by an action of the Board of the Company, the Committee shall be the
Compensation Committee of the Board.
(k) “Common Shares”
means the common stock, par value $0.0001 per share, of the Company (and any stock or other securities into which such common shares may be converted or into which they may be exchanged).
(l) “Company”
means Cenntro Inc., a Nevada corporation, together with its successors and assigns.
(m) “Date of Grant”
means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.
(n) “Disability”
means a “permanent and total” disability incurred by a Participant while in the employ of the Company or an Affiliate. For this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
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(o) “Effective Date”
means the date when the Plan is adopted by the Board.
(p) “Eligible Director”
means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.
(q) “Eligible Person”
means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set
forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies
such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the
Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or its Affiliates).
(r) “Exchange Act”
has the meaning given such term in the definition of “Change in Control,” and any reference in this Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(s) “Exercise Price”
has the meaning given such term in Section 7(b) of this Plan.
(t) “Fair Market Value”,
unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations and standards, means, on a given date, (i) if the Common Shares (A) are listed on a national securities exchange or (B) are not listed on a
national securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com) or any successor or alternative recognized over-the-counter market or another inter-dealer quotation system, on a last sale basis, the average selling
price of the Common Shares reported on such national securities exchange or other inter-dealer quotation system, determined as the arithmetic mean of such selling prices over the thirty (30)-Business Day period preceding the Date of Grant, weighted
based on the volume of trading of such Common Shares on each trading day during such period; or (ii) if the Common Shares are not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the
amount determined by the Committee in good faith to be the fair market value of the Common Shares.
(u) “Immediate Family
Members” shall have the meaning set forth in Section 15(b) of this Plan.
(v) “Incentive Stock Option”
means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in this Plan.
(w) “Indemnifiable Person”
shall have the meaning set forth in Section 4(e) of this Plan.
(x) “Intellectual Property
Products” shall have the meaning set forth in Section 15(c) of this Plan.
(y) “Mature Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have been either previously acquired by
the Participant on the open market or meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a
withholding obligation of the Participant.
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(z) “Negative Discretion”
shall mean the discretion authorized by this Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.
(aa) “Nonqualified Stock
Option” means an Option that is not designated by the Committee as an Incentive Stock Option.
(bb) “Option”
means an Award granted under Section 7 of this Plan.
(cc) “Option Period”
has the meaning given such term in Section 7(c) of this Plan.
(dd) “Outstanding Company
Common Shares” has the meaning given such term in the definition of “Change in Control.”
(ee) “Outstanding Company
Voting Securities” has the meaning given such term in the definition of “Change in Control.”
(ff) “Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to Section 6 of this Plan.
(gg) “Performance Compensation
Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of this Plan.
(hh) “Performance Criteria”
shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under this Plan.
(ii) “Performance Formula”
shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less
than all, or none of the Performance Compensation Award has been earned for the Performance Period.
(jj) “Performance Goals”
shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
(kk) “Performance Period”
shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance
Compensation Award.
(ll) “Permitted Transferee”
shall have the meaning set forth in Section 15(b) of this Plan.
(mm) “Person” has
the meaning given such term in the definition of “Change in Control.”
(nn) “Plan” means
this Cenntro Inc., 2023 Equity Incentive Plan, as amended from time to time.
(oo) “Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the
Company and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and
(2) the Participant’s years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) equals at least 62 (provided that, in
any case, the foregoing shall only be applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or served with the Company for no less than 5 years).
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(pp) “Restricted Period”
means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(qq) “Restricted Stock Unit”
means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide
continuous services for a specified period of time), granted under Section 9 of this Plan.
(rr) “Restricted Stock”
means Common Shares, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9
of this Plan.
(ss) “SAR Period”
has the meaning given such term in Section 8(c) of this Plan.
(tt) “Securities Act”
means the Securities Act of 1933, as amended, and any successor thereto. Reference in this Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance under such section, and
any amendments or successor provisions to such section, rules, regulations or guidance.
(uu) “Stock Appreciation Right”
or “SAR” means an Award granted under Section 8 of this Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.
(vv) “Stock Bonus Award”
means an Award granted under Section 10 of this Plan.
(ww) “Strike Price”
means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an
Option, the Fair Market Value on the Date of Grant.
(xx) “Subsidiary”
means, with respect to any specified Person:
(i) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Outstanding Company Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(ii) any partnership or limited liability company (or any comparable foreign entity) (a) the sole general
partner or managing member (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners or managing members (or functional equivalents thereof) of which are
that Person or one or more Subsidiaries of that Person (or any combination thereof).
(yy) “Substitute Award”
has the meaning given such term in Section 5(e).
(zz) “Treasury Regulations”
means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury under the Code, and any successor provisions.
3. Effective Date; Duration.
The Plan shall be effective as of the Effective Date, but no Award shall be exercised or paid (or, in the case of a stock Award, shall be granted unless contingent on stockholder approval) unless and until this Plan has been approved by the
stockholders of the Company, which approval shall be within twelve (12) months after the Effective Date. The expiration date of this Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective
Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards.
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4. Administration.
(a) The Committee shall administer this Plan. To the extent required to comply with the provisions of Rule
16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each
member of the Committee shall, at the time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award
granted by the Committee that is otherwise validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the
acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board.
(b) Subject to the provisions of this Plan and applicable law, the Committee shall have the sole and
plenary authority, in addition to other express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to
what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an
Award; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan;
(viii) establish, amend, suspend, or waive any rules, conditions and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment
for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan.
(c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act
on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to
persons (i) subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.
(d) Unless otherwise expressly provided in this Plan, all designations, determinations, interpretations,
and other decisions under or with respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and
binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
(e) No member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of
the Company or the Board or the Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any
determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any loss,
cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in
which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in
settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that
the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel
of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such
Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of
indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may
be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
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(f) Notwithstanding anything to the contrary contained in this Plan, the Board may, in its sole
discretion, at any time and from time to time, grant Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under this Plan.
5. Grant of Awards; Shares
Subject to this Plan; Limitations.
(a) The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.
(b) Subject to Section 3, Section 11 and Section 12 of this Plan, the Committee is authorized to deliver
under this Plan an aggregate of [Thirty Million (30,000,000)] Common Shares. Each Common Share subject to an Option or a Stock Appreciation Right will reduce the number of Common Shares available for issuance by one share, and each Common Share
underlying an Award of Restricted Stock, Restricted Stock Units, Stock Bonus Awards and Performance Compensation Awards will reduce the number of Common Shares available for issuance by one share.
(c) Common Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or
are settled in cash shall be available again for Awards under this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing, the following Common Shares shall not be available again for Awards under the Plan: (i)
shares tendered or held back upon the exercise of an Option or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax obligations of the Participant; and (iii) shares subject to a Stock
Appreciation Right that are not issued in connection with the stock settlement of the SAR upon exercise thereof.
(d) Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares,
shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.
(e) Subject to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole
discretion of the Committee, be granted under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Common Shares underlying any Substitute Awards shall be counted against the aggregate number of Common Shares available for Awards under this Plan.
6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in
this Plan.
7. Options.
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(a) Generally.
Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each
Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. All Options granted under this Plan shall be
Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding any designation of an Option, to the extent that the aggregate Fair Market Value of
Common Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company or any Subsidiary) exceeds $100,000, such excess
Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who
is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder
approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated
as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the
Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a
Nonqualified Stock Option appropriately granted under this Plan.
(b) Exercise Price.
The exercise price (“Exercise Price”) per Common Share for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the
Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares
representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and, provided further, that notwithstanding any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.
(c) Vesting and Expiration.
Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and as set forth in the applicable Award agreement, and shall expire after such period, not to exceed ten (10) years from the Date of
Grant, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five (5) years from the
Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate; and, provided, further, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option,
which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement:
(i) an Option may or may not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Award agreement. An Award agreement may provide for accelerated vesting of the Option in the event of the Participant’s death, Disability, retirement, or other events. The Committee may
determine, at the time of granting an Award agreement of such Option or thereafter, that all or part of Common Shares subject to such Option shall become vested in the event that a Change in Control occurs.;
(ii) any unvested portion of an Option shall expire upon termination of employment or service of the
Participant granted the Option, and the vested portion of such Option shall remain exercisable for:
(A) one year following termination of employment or service by reason of such Participant’s death or
Disability (with the determination of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period unless the Participant’s death precedes a Change in Control whereby the unvested portion
of an Option shall expire automatically on the date of that Participant’s death;
(B) for directors, officers and employees of the Company only, for the remainder of the Option Period
following termination of employment or service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant shall be treated as a Nonqualified Stock Option if exercise is not undertaken
within 90 days of the date of Retirement);
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(C) 90 calendar days following termination of employment or service for any reason other than such
Participant’s death, Disability or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period; and
(iii) both the unvested and the vested portion of an Option shall immediately expire upon the termination
of the Participant’s employment or service by the Company for Cause.
(d) Method of Exercise and
Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to
any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of
the Award agreement accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent and/or vested Common Shares valued at the Closing Price at the time the Option is
exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided, however, that such Common Shares are not subject to any pledge or other security interest and are
Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other property having a fair market value (as determined by the Committee in
its discretion) on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of
irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the
Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Closing Price equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. Any
fractional Common Shares shall be settled in cash.
(e) Notification upon
Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under this Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any
Common Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Shares before the later of (A) two years after the Date of Grant
of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any Common
Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.
(f) Compliance With Laws,
etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law
or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
8. Stock Appreciation Rights.
(a) Generally.
Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a website maintained by the Company or a third party under contract with the Company)). Each SAR so
granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. Any Option granted under this Plan may include tandem SARs.
The Committee also may award SARs to Eligible Persons independent of any Option.
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(b) Vesting and Expiration.
A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become
exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, [not to exceed ten years], as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may,
in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement:
(i) a SAR shall vest and become exercisable with respect to 100% of the Common Shares subject to such
SAR Award agreement ;
(ii) the unvested portion of a SAR shall expire upon termination of employment or service of the
Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for:
(A) one year following the termination of employment or service by reason of such Participant’s death or
Disability (with the determination of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period unless the Participant’s death precedes a Change in Control whereby the unvested portion of a
SAR shall expire automatically on the date of that Participant’s death;
(B) for directors, officers and employees of the Company only, for the remainder of the SAR Period
following termination of employment or service by reason of such Participant’s Retirement;
(C) 90 calendar days following termination of employment or service for any reason other than such
Participant’s death, Disability or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period; and
(iii) both the unvested and the vested portion of a SAR shall expire immediately upon the termination of
the Participant’s employment or service by the Company for Cause.
(c) Method of Exercise.
SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Closing Price exceeds the Strike Price, the Participant has not exercised the SAR or the
corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate
payment therefor.
(d) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one Common Share on the exercise date
over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any combination
thereof, as determined by the Committee. Any fractional Common Share shall be settled in cash.
9. Restricted Stock and
Restricted Stock Units.
(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a website maintained by the Company or a third party under contract with
the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement.
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(b) Restricted Accounts;
Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company
(i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement
evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock,
including without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares
shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.
(c) Vesting; Acceleration of
Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3rd)
anniversary of the Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.
(d) Delivery of
Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable certificate shall be of no
further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of
the Committee, in Common Shares having a Closing Price equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise
set forth by the Committee in the applicable Award agreement).
(ii) Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the
Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such outstanding Restricted Stock Unit; provided, however,
that the Committee may, in its sole discretion and subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units
or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no
longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Closing Price of the Common Shares as of the date on which the Restricted Period lapsed with respect to such Restricted
Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.
10. Stock Bonus Awards.
The Committee may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under this Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole
discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under
contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement.
11. Performance Compensation
Awards.
(a) Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of this Plan, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under
Section 162(m) of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under
Section 162(m) of the Code.
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(b) Discretion of Committee
with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards
to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 calendar days of a
Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period,
exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.
(c) Performance Criteria.
The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company and/or one or more Affiliates, divisions or operational units, or any combination of
the foregoing, as determined by the Committee. Any one or more of the Performance Criteria adopted by the Committee may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or
any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison
companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on
the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a Performance Period (or, if
longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly
communicate such Performance Criteria to the Participant.
(d) Modification of
Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee
shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is authorized at any time during the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period
allowed under Section 162(m) of the Code, if applicable), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period
to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect
the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization
and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results
of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign
exchange gains and losses; and (ix) a change in the Company’s fiscal year.
(e) Payment of Performance
Compensation Awards.
(i) Condition to
Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance
Compensation Award for such Performance Period.
(ii) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.
(iii) Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that
amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period
and, in so doing, may apply Negative Discretion.
12
(iv) Use of Negative
Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under
the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in this
Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the
applicable limitations set forth in Section 5 of this Plan.
(f) Timing of Award
Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11, but in no event
later than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed in order to comply with the short-term deferral rules under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding
the foregoing, payment of a Performance Compensation Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations, to the extent that the Company reasonably anticipates that if such payment were made as scheduled, the
Company’s tax deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code.
12. Changes in Capital Structure
and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other
similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments that are equitable, including without limitation any
or all of the following:
(i) adjusting any or all of (A) the number of Common Shares or other securities of the Company (or
number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including, without limitation, adjusting any or all of the limitations under Section 5
of this Plan) and (B) the terms of any outstanding Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or
to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);
(ii) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of
restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and
(iii) subject to the requirements of Section 409A of the Code, canceling any one or more outstanding
Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon
the price per Common Share received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the
fair market value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any
Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor);
13
provided, however, that in the case of any
“equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable or
proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not
constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange
Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
13. Effect of Change in Control.
Except to the extent otherwise provided in an Award agreement or as determined by the Committee in its sole discretion, in the event of a Change in Control, notwithstanding any provision of this Plan to the contrary, with respect to all or any
portion of a particular outstanding Award or Awards:
(a) all of the then outstanding Options and SARs may immediately vest and may become immediately
exercisable as of a time prior to the Change in Control except for the then outstanding Options and SARs of a Participant whose death immediately precedes the Change in Control;
(b) the Restricted Period may expire as of a time prior to the Change in Control (including without
limitation a waiver of any applicable Performance Goals);
(c) Performance Periods in effect on the date the Change in Control occurs may end on such date, and the
Committee (i) shall determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and
(ii) may cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the applicable “target”
levels of performance have been attained or on such other basis determined by the Committee.
To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c)
shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Common Shares subject to their Awards. In the event no action is taken by the Committee to
allow for the changes set forth in immediately preceding clauses (a) through (c), then no changes to the Award shall be effected.
14. Amendments and Termination.
(a) Amendment and
Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided, that (i) no
amendment to the definition of Eligible Employee in Section 2, Section 5(i), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such amendment,
alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to
comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the
rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.
14
(b) Amendment of Award
Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted or the associated Award agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected
Participant; and, provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of this Plan, (i) no
amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another Award or cash or take any action
that would have the effect of treating such Award as a new Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable
securities exchange or inter-dealer quotation system on which the Common Shares are listed or quoted.
15. General.
(a) Award Agreements.
Each Award under this Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under
contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or termination of employment or service of a
Participant, or of such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in any particular Award agreement shall not invalidate such term, provided such terms was duly adopted by the Board
or the Committee.
(b) Nontransferability;
Trading Restrictions.
(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if
permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of
descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other
than Incentive Stock Options) to be transferred by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of this Plan, to: (A) any
person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her
Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described in clauses (A), (B) (C) and
(D) above is hereinafter referred to as a “Permitted Transferee”); provided,that the
Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of this Plan.
(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply
to the Permitted Transferee and any reference in this Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any
Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the
Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall
not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan or otherwise; and (D) the consequences of the termination of the
Participant’s employment by, or services to, the Company or an Affiliate under the terms of this Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option
shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in this Plan and the applicable Award agreement.
15
(iv) The Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for
all Awards or one or more classes of Awards, to condition the delivery of vested Common Shares received in connection with such Award on the Participant’s agreement to such restrictions as the Committee may determine.
(c) Tax Withholding.
(i) A Participant shall be required to pay to the Company or any Affiliate, or the Company or any
Affiliate shall have the right and is hereby authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash,
Common Shares, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion
of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.
(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion,
permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant having a
fair market value equal to such withholding liability or (B) having the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market
value equal to such withholding liability (but no more than the minimum required statutory withholding liability).
(d) No Claim to
Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award,
to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither this Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at
any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or any Award agreement. By accepting an Award under
this Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under this Plan or any
Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of
Grant.
(e) International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the
Committee may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or
other treatment for a Participant, the Company or its Affiliates.
(f) Designation and Change
of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this
Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with
the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the
occurrence of a Participant’s divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically terminate.
16
(g) Termination of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor
a transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment
with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of
employment with the Company or an Affiliate.
(h) No Rights as a
Stockholder. Except as otherwise specifically provided in this Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of Common Shares that are subject to Awards hereunder until such shares
have been issued or delivered to that person.
(i) Government and Other
Regulations.
(i) The obligation of the Company to settle Awards in Common Shares or other consideration shall be
subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to
sell or to sell, and shall be prohibited from offering to sell or selling, any Common Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission
or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Common Shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all
certificates for Common Shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan, the applicable
Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then
listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. Notwithstanding any provision in this Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems
necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion,
that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s issuance of Common Shares to the Participant, the Participant’s
acquisition of Common Shares from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the
foregoing, unless doing so would violate Section 409A of the Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Common Shares subject to such Award or portion thereof canceled
(determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount
payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof. The Committee shall have the
discretion to consider and take action to mitigate the tax consequence to the Participant in cancelling an Award in accordance with this clause.
17
(j) Payments to Persons
Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to
such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k) Nonexclusivity of this
Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific
cases.
(l) No Trust or Fund
Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person
or entity, on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions
are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants
shall have no rights under this Plan other than as general unsecured creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as
other employees under general law.
(m) Reliance on Reports.
Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the
independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with this Plan by any agent of the Company or the Committee or the Board, other than himself.
(n) Relationship to Other
Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically
provided in such other plan.
(o) Governing Law.
The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to the conflict of laws provisions.
(p) Severability.
If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan
and any such Award shall remain in full force and effect.
(q) Obligations Binding on
Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the assets and business of the Company.
(r) Code Section 162(m)
Approval. If so determined by the Committee, the provisions of this Plan regarding Performance Compensation Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth
year following the year in which stockholders previously approved such provisions, in each case in order for certain Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause,
however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.
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(s) Expenses; Gender;
Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the
sections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings shall control.
(t) Other Agreements.
Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole and
absolute discretion.
(u) Section 409A. The
Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a
manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee
exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated
payment or settlement is permissible under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve
(12)-month period ending on the date of his termination of employment, and any Award hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of the Participant’s termination of employment, satisfaction of
such Award shall be suspended until the date that is six (6) months after the date of such termination of employment.
(v) Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares under any Award made under this Plan.
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Exhibit 14.1
Cenntro Inc.
Code of Ethics and Business Conduct
| 1. |
Introduction.
|
1.1. The Board of Directors of Cenntro Inc. (the “Company”)
has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:
(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(c) promote compliance with applicable governmental laws, rules and regulations;
(d) deter wrongdoing; and
(e) ensure accountability for adherence to this Code.
1.2. All directors, officers and employees, including principal executive officer, principal financial officer and principal accounting officer are
required to be familiar with this Code, comply with its provisions and report any suspected violations as described below in Section 6.
| 2. |
Honest and Ethical Conduct.
|
2.1. The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2. Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her
dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
| 3. |
Conflicts of Interest.
|
3.1. A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even
appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his
or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the
Company.
3.2. Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could
constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer are expressly
prohibited.
3.3. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically
authorized as described in Section 3.4.
3.4. Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual
or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Compliance Officer. If the Company does not have a Chief Compliance Officer, then references in
this Code to Chief Compliance Officer shall be deemed to be references to the Company’s Chief Financial Officer. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of
interest exists without first providing the Chief Compliance Officer with a written description of the activity and seeking the Chief Compliance Officer’s written approval. If the supervisor is himself involved in the potential or actual conflict,
the matter should instead be discussed directly with the Chief Compliance Officer.
3.5. Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively
from the Nominating and Corporate Governance Committee (the “Committee”), or the Board of Directors if no Committee exists.
| 4. |
Compliance.
|
4.1. Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities,
states and countries in which the Company operates.
4.2. Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is
important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Chief Compliance Officer.
4.3. No director, officer or employee may purchase or sell any Company securities while in possession of material non-public information regarding
the Company, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material non-public information regarding that company. It is against Company policies and illegal for any director, officer
or employee to use material non-public information regarding the Company or any other company to (a) obtain profit for himself or herself; or (b) directly or indirectly “tip” others who might make an investment decision on the basis of that
information.
| 5. |
Disclosure.
|
5.1. The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must
comply with applicable federal securities laws and SEC rules.
5.2. Each director, officer and employee who contributes in any way to the preparation or verification of the Company’s financial statements and
other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the
Company’s independent public accountants and counsel.
5.3. Each director, officer and employee who is involved in the Company’s disclosure process must: (a) be familiar with and comply with the
Company’s disclosure controls and procedures and its internal control over financial reporting; and (b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition
of the Company provide full, fair, accurate, timely and understandable disclosure.
| 6. |
Reporting.
|
6.1. Actions prohibited by this Code involving directors or executive officers must be reported to the Committee, or the Board of Directors if no
Committee exists.
6.2. Actions prohibited by this Code involving any other person must be reported to the reporting person’s supervisor or the Chief Compliance
Officer.
6.3. After receiving a report of an alleged prohibited action, the Committee, or the Board of Directors if no Committee exists, the relevant
supervisor, or the Chief Compliance Officer must promptly take all appropriate actions necessary to investigate.
6.4. All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
| 7. |
Enforcement.
|
7.1. The Company must ensure prompt and consistent action against violations of this Code.
7.2. If, after investigating a report of an alleged prohibited action by a director or executive officer, the Committee determines that a violation
of this Code has occurred, the Committee will report such determination to the full Board of Directors.
7.3. If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor or the Chief Compliance Officer
determines that a violation of this Code has occurred, the supervisor or the Chief Compliance Officer will report such determination to the Chief Executive Officer or the General Counsel, if the Company has a General Counsel.
7.4. Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the Chief Executive Officer or General
Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of
appropriate governmental authorities.
| 8. |
Waivers and Amendments.
|
8.1. Each of the Committee or the Board of Directors if no Committee exists (in the case of a violation by a director or executive officer) and the
Chief Executive Officer or General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code or make any amendment of this Code.
8.2. Any waiver for a director or an executive officer or any amendment of this Code shall be disclosed as required by SEC rules and the applicable
rules of any trading market on which the Company’s securities are listed or quoted, or on the Company’s website within four (4) business days following the date of such amendment or waiver.
| 9. |
Prohibition on Retaliation.
|
The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts
of misconduct or other violations of this Code.
Adopted by the Board of Directors on [--], 2023.
Exhibit 99.1
Cenntro Electric Group Limited Announces Imminent
Implementation of the Scheme of Arrangement
FREEHOLD, N.J. – February 26,
2024 – Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro” or “the Company”), a leading electric vehicle technology company with advanced, market-validated electric
commercial vehicles, refers to the proposed scheme of arrangement in relation to which Cenntro will redomicile from Australia to the United States ("U.S.", the “Scheme”), and under which Cenntro will become a subsidiary of Cenntro Inc., a corporation incorporated in accordance with the laws of the state of Nevada ("HoldCo") for the purpose of effecting the Scheme.
Cenntro is pleased to announce that the Scheme will be implemented tomorrow February 27, 2024, in accordance with
the previously announced timeline (the “Implementation Date”). On the Implementation Date, HoldCo will acquire all of the issued ordinary shares of Cenntro and
exchange them for shares of common stock of HoldCo on a 1:1 basis. Implementation of the Scheme will not affect trading of shares on Nasdaq under ticker symbol "CENN". Shares of common stock of HoldCo issued in exchange for Cenntro ordinary shares
will remain tradable under the same Nasdaq ticker symbol, “CENN” on and from the Implementation Date. The CUSIP number attributable to the Cenntro ordinary shares will change from Cenntro’s CUSIP number—Q6519V120, to Holdco’s CUSIP number—150964104
on the Implementation Date.
Cenntro has requested by way of submission of a “corporate action” form to Nasdaq, and Nasdaq has previously
approved, the exchange of Cenntro ordinary shares into shares of common stock of HoldCo from the close of trading on Nasdaq one trading day immediately prior to the Implementation Date, in order to effect a transfer of the listing of Cenntro to a
listing of Holdco. Cenntro and HoldCo anticipate that common stock of HoldCo will be listed on Nasdaq, and trading will commence, from commencement of trade on the Implementation Date.
About Cenntro Electric Group Ltd.
Cenntro Electric Group Ltd. (NASDAQ: CENN) is a leading maker and provider of electric commercial vehicles (“ECVs”). Cenntro's purpose-built ECVs are designed to serve a variety of commercial applications inclusive of its line of class 1 to class 4 trucks. Cenntro is building a globalized supply-chain, as well as
the manufacturing, distribution, and service capabilities for its innovative and reliable products. Cenntro continues to evolve its products capabilities through advanced battery, powertrain, and smart driving technologies. For more information,
please visit Cenntro's website at: http://www.cenntroauto.com/.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as "may,'' "believe,'' "anticipate,'' "could,'' "should,'' "intend,'' "plan,'' "will,''
"aim(s),'' "can,'' "would,'' "expect(s),'' "estimate(s),''"project(s),'' "forecast(s)'', "positioned,'' "approximately,'' "potential,'' "goal,'' "strategy,'' "outlook'' and similar expressions. Examples of forward-looking statements include, among
other things, statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management's current beliefs, expectations and
assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact
Cenntro’s forward-looking statements, please see disclosures contained in Cenntro's public filings with the SEC, including the "Risk Factors" in Cenntro's Annual Report on Form 10K/A filed with the Securities and Exchange Commission on July 6, 2023
and which may be viewed at www.sec.gov.
Contacts:
Investor Relations Contact:
Chris Tyson
MZ North America
CENN@mzgroup.us
949-491-8235
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com