Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.04M
Non-Canadian Issuer
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 40K
Liquidation or Succession
3: EX-4.26 Instrument Defining the Rights of Security Holders HTML 175K
4: EX-4.27 Instrument Defining the Rights of Security Holders HTML 40K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 29K
8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 26K
6: EX-12.1 Statement re: the Computation of Ratios HTML 31K
7: EX-12.2 Statement re: the Computation of Ratios HTML 31K
9: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 26K
15: R1 Document and Entity Information HTML 98K
16: R2 Consolidated and Combined Balance Sheets HTML 172K
17: R3 Consolidated and Combined Balance Sheets HTML 32K
(Parenthetical)
18: R4 Combined Statements of Operations and HTML 144K
Comprehensive Loss
19: R5 Combined Statements of Changes in Equity HTML 81K
20: R6 Combined Statements of Cash Flow HTML 170K
21: R7 Organization and Principal Activities HTML 51K
22: R8 Summary of Significant Accounting Policies HTML 112K
23: R9 Accounts Receivable, Net HTML 44K
24: R10 Inventories HTML 33K
25: R11 Prepayment and Other Current Assets, Net HTML 41K
26: R12 Equity Method Investments HTML 36K
27: R13 Plants and Equipment, Net HTML 39K
28: R14 Other Non-Current Assets, Net HTML 38K
29: R15 Accrued Expenses and Other Current Liabilities HTML 38K
30: R16 Income Taxes HTML 89K
31: R17 Leases HTML 48K
32: R18 Share-Based Compensation HTML 83K
33: R19 Ordinary Shares and Restricted Net Assets HTML 29K
34: R20 Net Loss Per Share HTML 38K
35: R21 Concentrations HTML 80K
36: R22 Commitments and Contingencies HTML 37K
37: R23 Related Party Transactions HTML 99K
38: R24 Subsequent Event HTML 30K
39: R25 Summary of Significant Accounting Policies HTML 166K
(Policies)
40: R26 Organization and Principal Activities (Tables) HTML 45K
41: R27 Summary of Significant Accounting Policies HTML 77K
(Tables)
42: R28 Accounts Receivable, Net (Tables) HTML 44K
43: R29 Inventories (Tables) HTML 33K
44: R30 Prepayment and Other Current Assets, Net (Tables) HTML 41K
45: R31 Equity Method Investments (Tables) HTML 32K
46: R32 Plants and Equipment, Net (Tables) HTML 37K
47: R33 Other Non-Current Assets, Net (Tables) HTML 38K
48: R34 Accrued Expenses and Other Current Liabilities HTML 38K
(Tables)
49: R35 Income Taxes (Tables) HTML 85K
50: R36 Leases (Tables) HTML 49K
51: R37 Share-Based Compensation (Tables) HTML 79K
52: R38 Net Loss Per Share (Tables) HTML 37K
53: R39 Concentrations (Tables) HTML 81K
54: R40 Commitments and Contingencies (Tables) HTML 31K
55: R41 Related Party Transactions (Tables) HTML 98K
56: R42 ORGANIZATION AND PRINCIPAL ACTIVITIES, Reverse, HTML 54K
Recapitalization (Details)
57: R43 ORGANIZATION AND PRINCIPAL ACTIVITIES, HTML 68K
Subsidiaries Combination (Details)
58: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Plants HTML 42K
and Equipment, Net (Details)
59: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, HTML 29K
Intangible Assets, Net (Details)
60: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Equity HTML 31K
Method Investments (Details)
61: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, HTML 54K
Revenue Recognition (Details)
62: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income HTML 50K
Taxes (Details)
63: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, HTML 30K
Foreign Currency Translation (Details)
64: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, HTML 38K
Segments (Details)
65: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, HTML 28K
Non-controlling Interest (Details)
66: R52 Accounts Receivable, Net (Details) HTML 45K
67: R53 Inventories (Details) HTML 36K
68: R54 Prepayment and Other Current Assets, Net (Details) HTML 68K
69: R55 Equity Method Investments (Details) HTML 90K
70: R56 Plants and Equipment, Net (Details) HTML 55K
71: R57 Other Non-Current Assets, Net (Details) HTML 43K
72: R58 Accrued Expenses and Other Current Liabilities HTML 55K
(Details)
73: R59 INCOME TAXES, Federal Tax Rate (Details) HTML 40K
74: R60 INCOME TAXES, Components of (Loss) Profit Before HTML 41K
Income Taxes (Details)
75: R61 INCOME TAXES, Stautory Income Tax Rate to Income HTML 54K
Taxes (Details)
76: R62 INCOME TAXES, Deferred Taxes Assets, Net (Details) HTML 41K
77: R63 INCOME TAXES, Valuation Allowance (Details) HTML 70K
78: R64 Leases (Details) HTML 63K
79: R65 SHARE-BASED COMPENSATION, Share Options (Details) HTML 69K
80: R66 SHARE-BASED COMPENSATION, Share Options Activity HTML 92K
(Details)
81: R67 SHARE-BASED COMPENSATION, Assumptions (Details) HTML 62K
82: R68 Ordinary Shares and Restricted Net Assets HTML 46K
(Details)
83: R69 Net Loss Per Share (Details) HTML 58K
84: R70 Concentrations (Details) HTML 81K
85: R71 COMMITMENTS AND CONTINGENCIES, Litigation HTML 37K
(Details)
86: R72 COMMITMENTS AND CONTINGENCIES, Commitment for HTML 49K
Operating Leases not Included in Operating Lease
Liability (Details)
87: R73 COMMITMENTS AND CONTINGENCIES, Future Minimum HTML 37K
Lease Payment (Details)
88: R74 RELATED PARTY TRANSACTIONS, Related Parties HTML 62K
(Details)
89: R75 RELATED PARTY TRANSACTIONS, Transactions (Details) HTML 59K
90: R76 RELATED PARTY TRANSACTIONS, Due from Related HTML 91K
Parties (Details)
91: R77 RELATED PARTY TRANSACTIONS, Due to Related Parties HTML 72K
(Details)
92: R78 Subsequent Event (Details) HTML 43K
95: XML IDEA XML File -- Filing Summary XML 173K
93: XML XBRL Instance -- brhc10036528_20f_htm XML 2.48M
94: EXCEL IDEA Workbook of Financial Reports XLSX 133K
11: EX-101.CAL XBRL Calculations -- cenn-20211231_cal XML 254K
12: EX-101.DEF XBRL Definitions -- cenn-20211231_def XML 898K
13: EX-101.LAB XBRL Labels -- cenn-20211231_lab XML 2.50M
14: EX-101.PRE XBRL Presentations -- cenn-20211231_pre XML 1.38M
10: EX-101.SCH XBRL Schema -- cenn-20211231 XSD 262K
96: JSON XBRL Instance as JSON Data -- MetaLinks 487± 668K
97: ZIP XBRL Zipped Folder -- 0001140361-22-015755-xbrl Zip 623K
‘EX-2.2’ — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Cenntro Electric Group Limited ACN 619 054 938 (the “Company,” “we,” “us” and “our”) has the following series of securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares
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CENN
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The Nasdaq Capital Market
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Capitalized terms used but not defined herein have the meanings given to them in
the Company’s annual report on Form 20-F for the fiscal year ended
December 31, 2021.
ORDINARY SHARES
The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by
the Company’s Constitution, as adopted at
the Extraordinary General Meeting on
December 21, 2021 and effective at the closing of the Combination on
December 30, 2021, and by the Corporations Act and any other applicable Australian law concerning companies, as amended from time to time.
General
At December, 31 2021, 261,256,254 of
the Company’s ordinary shares were issued and outstanding.
Dividend Rights
Subject to the Corporations Act, the common law applicable to Australia and our Constitution, ordinary shareholders are entitled to receive such dividends as may be declared by the directors.
If the directors determine that a final or interim dividend is payable, it is (subject to the terms of issue of any shares or class of shares) paid on all shares (other than partly paid shares) proportionate to the amount for the time being paid on
each share (excluding amounts credited). Dividends may be paid by cheque, electronic transfer or any other method as the directors determine.
The directors have the power to capitalize and distribute the whole or part of the amount from time to time standing to the credit of any reserve account or otherwise available for distribution
to shareholders. The capitalization and distribution must be in the same proportions which the shareholders would be entitled to receive if distributed by way of a dividend.
Subject to the Corporations Act, the common law applicable to Australia, the Constitution and the relevant rules and regulations of Nasdaq, the directors may pay a dividend out of any fund or
reserve or out of profits derived from any source.
Voting Rights
Each of our ordinary shareholders is entitled to receive notice of and to be present, to vote and to speak at general meetings. Subject to any rights or restrictions attached to any shares, on
a show of hands each ordinary shareholder present has one vote and, on a poll, one vote for each fully paid share held, and for each partly paid share, a fraction of a vote equivalent to the proportion to which the share has been paid up. Voting may
be in person or by proxy, attorney or representative.
Two shareholders must be present to constitute a quorum for a general meeting and no business may be transacted at any meeting except the election of a chair and the adjournment of the meeting,
unless a quorum is present when the meeting proceeds to business.
Variation of Class Rights
The Corporations Act provides that if a company has a constitution that sets out the procedure for varying or cancelling rights attached to shares in a class of shares, those rights may be
varied or cancelled only in accordance with the procedure.
The rights attached to any class of shares (including the Ordinary Shares) may only be varied with the consent in writing of members holding at least three-quarters of the shares of that class,
or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class.
Preemptive Rights
Ordinary shareholders do not have preemptive rights.
Directors
There must be a minimum of three directors and a maximum of 12 directors unless our shareholders in a general meeting resolve otherwise. The directors may set a maximum number of directors less
than the current maximum in accordance with the Corporations Act and the Nasdaq Listing Rules. We must hold an election of directors at each annual general meeting of
the company. Each director, other than the managing director, is designated as
either a class I, II or III director. A director designated as a class III director must retire (and, unless he or she gives notice to the contrary, will be submitted for re-election) at the 2022 annual general meeting and at every third annual
general meeting thereafter, if a person eligible for election to the office of a class III director has been validly nominated by the members for election as a director in their place. A director designated as a class II director must retire (and,
unless he or she gives notice to the contrary, will be submitted for re-election) at the 2023 annual general meeting and at every third annual general meeting thereafter, if a person eligible for election to the office of a class II director has been
validly nominated by the members for election as a director in their place. A director designated as a class I director must retire (and, unless he or she gives notice to the contrary, will be submitted for re-election) at the 2024 annual general
meeting and at every third annual general meeting thereafter, if a person eligible for election to the office of a class I director has been validly nominated by the members for election as a director in their place. A director appointed to fill a
casual vacancy, who is not a managing director, holds office until the conclusion of the next annual general meeting following his or her appointment.
In connection with the Combination, NBG entered into the Relationship Agreement. In accordance with the Acquisition Agreement and the Relationship Agreement, the Board consists of five
directors, including the Wang Parties Nominee Directors and Mr. Davis-Rice, NBG’s former chief executive officer and the director designated by NBG. The Relationship Agreement further provides that for so long as the Wang Parties collectively
beneficially own at least 10% of the issued and outstanding Ordinary Shares, in the event that any of the Wang Parties Nominee Directors are removed as a director by members pursuant to section 203D of the Corporations Act, Mr. Wang may give notice
in writing to
the Company of the person that the Wang Parties wish to nominate in place of that previous Wang Parties Nominee Director, together with their consent to act, and
the Company must ensure that such individual is appointed as a Wang
Parties Nominee Director of the same class of director as the previous nominee within two business days of receipt of such notice and signed consent to act.
Our Constitution provides that no person shall be disqualified from the office of director or prevented by such office from contracting with us, nor shall any such
contract or any
contract or
transaction entered into by or on our behalf in which any director shall be in any way interested be or be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to us for any profit realized by or
arising in connection with any such
contract or transaction by reason of such director holding office or of the fiduciary relationship thereby established. A director shall be at liberty to vote in respect of any
contract or transaction in which he
is interested provided that the nature of the interest of any director in any such
contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. However, a director who has a material personal interest in a
matter that is being considered by the directors must not be present at a meeting while the matter is being considered nor vote on the matter, except where permitted by the Corporations Act.
Each director is entitled to remuneration from
our company for his or her services as decided by the directors but the total amount provided to all directors for their services as directors
must not exceed in aggregate in any financial year the amount fixed by us in general meeting. The remuneration of an executive director must not include a commission on, or a percentage of, profits or operating revenue. Remuneration may be provided
in the manner that the directors decide, including by way of non-cash benefits. There is also provision for directors to be paid extra remuneration (as determined by the directors) if they devote special attention to our business or otherwise perform
services which are regarded as being outside of their ordinary duties as directors or, at the request of the directors, engage in any journey on our business. Directors are also entitled to be paid all travelling and other expenses they incur in
attending to our affairs, including attending and returning from general meetings or board meetings, or meetings of any committee engaged in our business.
Directors also may exercise all the powers of
the company to borrow or raise money, to charge any of
the company’s property or business or any of its uncalled capital, and to issue debentures
or give any security for a debt, liability or obligation of
the company or of any other person.
General Meetings
A general meeting of shareholders may be called by a directors’ resolution or as otherwise provided in the Corporations Act. The Corporations Act requires the directors to call a general
meeting on the request of shareholders with at least 5% of the vote that may be cast at the general meeting. Shareholders with at least 5% of the votes that may be cast at a general meeting may also call, and arrange to hold, a general meeting
themselves. In addition, where it is impracticable to call the meeting in any other way, an Australian court of competent jurisdiction may order a meeting of our members to be called.
The Corporations Act requires at least 21 clear days of notice to be given for a general meeting. Notice of a general meeting must be given to each person who, at the time of giving the notice,
is a member, director or auditor of ours, or is entitled to a share because of the death of a shareholder (and who has satisfied the directors of his or her right to be registered as the holder of, or to transfer, the shares).
The notice of meeting must include the date and time of the meeting, the location, planned business for the meeting, information about any proposed special resolutions and information about
proxy votes.
Changes in Capital
Australian law does not have a limit on the authorized share capital that may be issued and does not recognize the concept of par value. Subject to the Corporations Act,
the company may resolve
to convert or reclassify shares from one class to another and the directors may do anything required to give effect to that resolution.
Indemnity
We have agreed to indemnify our current and past directors and other executive officers on a full indemnity basis and to the fullest extent permitted by law against all liabilities incurred by
the director or officer as a result of their holding office or a related body corporate.
We maintain, to the extent permitted by law, insurance for each director and officer against any liability incurred by the director or officer as a result of their holding office or a related
body corporate.
Disposal of assets
The Corporations Act does not specifically preclude a company from disposing of its assets, or a significant portion of its assets. Subject to any other provision which may apply, a company may
generally deal with its assets as it sees fit without seeking shareholder approval.
Rights of non-resident or foreign shareholders not residing in, or foreign to, Australia
There are no specific limitations in the Corporations Act which restrict the acquisition, ownership or disposal of shares in an Australian company by non-resident or foreign shareholders not
residing in, or foreign to, Australia. The Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) regulates investment in Australian companies and may restrict the acquisition, ownership and disposal of our shares by non-resident or foreign
shareholders not residing in, or foreign to, Australia.