| Defined terms & interpretation |
In this document, the following definitions apply unless the context requires
otherwise:
ASIC means the Australian Securities and Investments Commission.
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 a Cenntro Share.
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.
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 executed by HoldCo substantially in the form of Annexure A of the Scheme Implementation Agreement or as otherwise agreed by Cenntro and HoldCo under which HoldCo covenants in favour of each Scheme Participant to perform its obligations under this 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 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.
HoldCo means Cenntro Inc..
HoldCo Share means a share of voting common stock in HoldCo, par value US$0.0001 per HoldCo Share.
Implementation
Date means the fifth Business Day following the Record Date or such other date as is agreed by the parties.
Ineligible Foreign Shareholder 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.
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.
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.
Sale Agent has
the meaning given to that term in the Scheme Implementation Agreement.
Share Sale Facility has the meaning given to that term in the Scheme Implementation Agreement.
Share Sale Facility Proceeds has the meaning given to that term in the Scheme Implementation Agreement.
Scheme means this scheme of arrangement between Cenntro and the Scheme Participants under which all of the Scheme
Shares will be transferred to HoldCo under Part 5.1 of the Corporations Act as described in this document, in consideration for the Scheme Consideration, subject to any amendments or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing by Cenntro and HoldCo in accordance with clause 7.6.