Scheme Booklet Registered with Australian Securities and Investments Fee (ASIC)

Scheme Assembly to be Held January 24, 2024 at 4:00pm EST

FREEHOLD, N.J.–(BUSINESS WIRE)–Cenntro Electrical Group Restricted (NASDAQ: CENN) (“Cenntro” or “the Firm”), a number one EV know-how firm with superior, market-validated electrical industrial automobiles, at present introduced that on 14 December 2023 (Australian Jap time (“AET”)) the Supreme Court docket of New South Wales, Australia (“Court docket”) made the next orders in relation to the proposed scheme of association to be undertaken in accordance with the necessities of the Australian Companies Act 2001 (Cth) in relation to which Cenntro will re-domicile from Australia to the USA (“Scheme”), and underneath which Cenntro will change into an entirely owned subsidiary of Cenntro Inc. (“HoldCo”), a brand new U.S. firm included in accordance with the legal guidelines of Nevada for the aim of effecting the Cenntro group’s re-domiciliation to the U.S:

Particulars of Scheme Assembly

The Scheme Assembly will probably be held at 4.00pm (Jap Normal Time (“EST”)) on Wednesday, January 24, 2024 (being 5.00am (China Normal Time) (“CST”) on Thursday, January 25, 2024 and eight.00am (AET) on Thursday, January 25, 2024) on the places of work of Cenntro at 323A Fairfield Highway, Unit 10, Freehold, New Jersey, 07728 and on-line at www.virtualshareholdermeeting.com/CENN2023SM.

Cenntro Shareholders will probably be entitled to attend and vote on the Scheme Assembly if they’re registered as a Cenntro Shareholder as at 3.00am (EST) on Tuesday, January 23, 2024 (being 4.00pm (CST) on Tuesday, January 23, 2024 and seven.00pm (AET) on Tuesday, January 23, 2024), topic to any relevant voting exclusion set out within the discover of scheme assembly which accompanies the Scheme Booklet.

All Cenntro Shareholders are inspired to vote on the Scheme Assembly in particular person, on-line or by legal professional or company consultant, or alternatively by finishing and making certain the proxy kind accompanying the Scheme Booklet is obtained earlier than 4.00pm (EST) on Monday, January 22, 2024 at 4:00pm (EST) (being 5.00am (CST) on Tuesday, January 23, 2024 and eight.00am (AET) on Tuesday, January 23, 2024), being 48 hours earlier than the Scheme Assembly.

Scheme Booklet

Cenntro confirms that the Scheme Booklet was registered with the Australian Securities and Investments Fee on 14 December 2023 (AET). A duplicate of the Scheme Booklet is hooked up as Annexure A to this announcement and will probably be made out there on-line at www.cenntroauto.com. A duplicate of the proxy kind that will probably be despatched to Cenntro shareholders is hooked up as Annexure B to the 8-Okay submitting.

The Scheme Booklet will probably be despatched to Cenntro Shareholders who’ve requested a tough copy on or earlier than Friday, 15 December 2023 (EST).

Shareholders who’ve elected to obtain shareholder communications electronically will obtain an electronic mail containing a hyperlink to a web-based portal the place they will entry the Scheme Booklet and a customized proxy kind. Shareholders who’ve elected to obtain shareholder communications by publish will obtain a printed copy of the Scheme Booklet and a customized proxy kind. Shareholders who haven’t made an election relating to how they want to obtain shareholder communications will obtain by publish a discover card containing a hyperlink to a web-based portal the place they will entry the Scheme Booklet and a printed customized proxy kind.

Cenntro Shareholders ought to learn the Scheme Booklet in its entirety earlier than making a choice on whether or not or to not vote in favor of the Scheme.

Unbiased Professional’s Report

The Scheme Booklet features a copy of the impartial knowledgeable’s report ready by engaged Lonergan Edwards & Associates Restricted (“Unbiased Professional”). The Unbiased Professional has concluded that the Scheme is in one of the best pursuits of Cenntro Shareholders, within the absence of a superior proposal. The Unbiased Professional’s conclusion needs to be learn in context with the total Unbiased Professional’s report and the Scheme Booklet.

Cenntro board suggestion

The board of administrators of Cenntro unanimously recommends that Cenntro Shareholders vote in favor of the Scheme, and every director of the Firm intends to vote all of their Shares in favor of the Scheme, in every case, within the absence of a superior proposal and topic to the Unbiased Professional persevering with to conclude that the Scheme is in one of the best pursuits of Cenntro Shareholders.

Discover relating to Second Court docket Listening to to approve the Scheme

On the idea that the decision to approve the Scheme is handed by Cenntro Shareholders on the Scheme Assembly, the date of the listening to of the appliance to the Court docket to approve the Scheme is scheduled for 9.15am (AET) on Thursday, February 1, 2024 (“Second Court docket Listening to”).

The Second Court docket Listening to will probably be held within the Supreme Court docket of New South Wales, Australia at Queens Sq., 184 Phillip Avenue, Sydney, New South Wales, Australia 2000. For additional details about tips on how to attend the listening to please consult with the Court docket’s web site at https://www.supremecourt.nsw.gov.au/.

A Cenntro Shareholder has the correct to seem and be heard on the Second Court docket Listening to and will oppose the approval of the Scheme on the Second Court docket Listening to. Should you want to oppose approval of the Scheme by the Court docket on the Second Court docket Listening to, you should file with the Court docket, and serve on the Firm, a discover of look, within the prescribed kind, along with any affidavit on which you want to rely on the listening to. The discover of look and affidavit should be served on the Firm at its deal with for service at the least someday earlier than the date of the Second Court docket Listening to.

The deal with for service is: c/o MinterEllison, Degree 40, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000, Consideration: Anthony Sommer, MinterEllison, Tel: (02) 9921 4182. The discover of look and affidavit should even be despatched by electronic mail to anthony.sommer@minterellison.com.

Additional info

When you’ve got any questions in relation to this Scheme Booklet or the Scheme, you need to name the Shareholder info line on 1300 918 436 (inside Australia), +1 866 682 6148 (throughout the U.S. Toll Free), +1 781 896 1223 (exterior the U.S.) or +61 3 9415 4322 (exterior Australia) Monday to Friday between 8:30am to five:00pm (AEDT) and 9:00am to five:00pm (EST).

About Cenntro Electrical Group Ltd.

Cenntro Electrical Group Ltd. (or “Cenntro”) (NASDAQ: CENN) is a number one designer and producer of electrical industrial automobiles. Cenntro’s purpose-built ECVs are designed to serve quite a lot of organizations in help of metropolis companies, last-mile supply, and different industrial functions. Cenntro plans to steer the transformation within the automotive business by way of scalable, decentralized manufacturing, and sensible driving options empowered by the Cenntro iChassis. For extra info, please go to Cenntro’s web site at: www.cenntroauto.com.

Ahead-Trying Statements

This communication accommodates “forward-looking statements” throughout the which means of the protected harbor provisions of the U.S. Personal Securities Litigation Reform Act of 1995. Ahead-looking statements embrace all statements that aren’t historic details. Such statements could also be, however needn’t be, recognized by phrases comparable to “might,” “imagine,” “anticipate,” “may,” “ought to,” “intend,” “plan,” “will,” “purpose(s),” “can,” “would,” “count on(s),” “estimate(s),””challenge(s),” “forecast(s)”, “positioned,” “roughly,” “potential,” “objective,” “technique,” “outlook” and comparable expressions. Examples of forward-looking statements embrace, amongst different issues, statements relating to meeting and distribution capabilities, decentralized manufacturing, and absolutely digitalized autonomous driving options. All such forward-looking statements are primarily based on administration’s present beliefs, expectations and assumptions, and are topic to dangers, uncertainties and different components that would trigger precise outcomes to vary materially from the outcomes expressed or implied on this communication. For extra dangers and uncertainties that would influence Cenntro’s forward-looking statements, please see disclosures contained in Cenntro’s public filings with the SEC, together with the “Danger Components” in Cenntro’s Annual Report on Type 10K/A filed with the Securities and Alternate Fee on July 6, 2023 and which can be seen at www.sec.gov.

Contacts

Investor Relations Contact:
Chris Tyson

MZ North America

CENN@mzgroup.us
949-491-8235

Firm Contact:
PR@cenntroauto.com
IR@cenntroauto.com