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Cenntro Shareholders Vote to Redomicile from Australia to the US

Cenntro

Cenntro Electric Group Limited, a prominent electric vehicle technology company known for its advanced, market-proven electric

Cenntro Electric Group Limited, a prominent electric vehicle technology company known for its advanced, market-proven electric commercial vehicles, revealed today that shareholders of Cenntro have approved the proposed scheme of arrangement. This scheme involves the relocation of Cenntro from Australia to the United States (“Scheme”). As part of this transition, Cenntro will transform into a wholly-owned subsidiary of Cenntro Inc. (“HoldCo”), a U.S. company incorporated under the laws of the State of Nevada specifically for facilitating Cenntro’s redomiciliation to the U.S.

Results of Scheme Meeting

Cenntro is pleased to report the resolution to approve the Scheme (“Scheme Resolution“), as set out in the Notice of Meeting included within the scheme booklet that is contained within the Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange (“SEC”) on December 15, 2023 (the “Scheme Booklet”), was passed by the requisite majorities of Cenntro shareholders present at the scheme meeting held on Wednesday, January 24, 2024 (United States Eastern Standard Time) (“Scheme Meeting“) pursuant to orders made by the Supreme Court of New South Wales, Australia (“Court“).

In summary:

  • 71.16% of Cenntro shareholders present and voting (in person or by proxy, attorney or corporate representative) voted in favor of the Scheme Resolution; and
  • 97.51% of the votes cast by Cenntro shareholders were in favor of the Scheme Resolution.

Details of the valid proxies received and votes cast at the Scheme Meeting are set out below.

Vote directionNumber of votes cast% of votes castNumber ofCenntroshareholdersvoting
IN FAVOR11,205,94897.5%2,707
AGAINST245,0232.13%821
ABSTAIN41,2660.36%276
TOTAL11,492,237100%3,804

Undefined terms in this press release have the meanings given to them in the Scheme Booklet.

Next Steps

The Scheme remains subject to the approval of the Court at the hearing scheduled for 9:15am on Wednesday, February 14, 2024, and certain other customary conditions precedent as previously announced and described in the Scheme Booklet. If the outstanding Conditions Precedent as set forth in the Scheme Booklet are satisfied or waived (if applicable) prior to the hearing, and the Court approves the Scheme, Cenntro proposes to file an office copy of the orders of the Court with the Australian Securities and Investments Commission (“ASIC“) (expected to occur on the next business day, Thursday, February 15, 2024), at which time the Scheme will become effective. The Scheme will then be implemented on Tuesday, February 27, 2024.

Key Dates

The key dates for implementation of the Scheme are set out below:

Expected date*Event
Wednesday, February 14, 2024 at 9:15amSecond Court Hearing to obtain orders approving the Scheme
Thursday, February 15, 2024Filing by Cenntro with ASIC of the Court orders approving the Scheme
Thursday, February 22, 2024 at 7:00pmRecord Date
Tuesday, February 27, 2024Implementation Date
Thursday, February 29, 2024Commencement of dispatch to Scheme Shareholders of statements confirming the issue of HoldCo Shares

*All dates and times listed in the table above are in Australian Eastern Daylight Time and are indicative only and subject to change. Cenntro, in consultation with HoldCo, may vary any or all of these dates and times and will provide reasonable notice of any such variation. Certain times and dates are conditional on the conditions precedent to the Scheme, including approval of the Scheme by the Court, being satisfied or waived (as applicable). Any changes will be announced by Cenntro to Nasdaq and published on Cenntro’s website at www.cenntroauto.com.

SOURCE: Cenntro

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