SEC Info - Cenntro Electric Group Ltd. - ‘20-F’ for 12/31/21

Cenntro Electric Group Ltd. – ‘20-F’ for 12/31/21 – ‘EX-4.27’

On: Monday, 4/25/22, at 4:58pm ET · For: 12/31/21 · Accession #: 1140361-22-15755 · File #: 1-38544

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/22 Cenntro Electric Group Ltd. 20-F 12/31/21 97:12M Edgarfilings Ltd.

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 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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

FIRST LEASE AMENDMENT

THIS FIRST LEASE AMENDMENT (“First Amendment”) is made and entered into as of the 17 day of February, 2022, by and between JAX INDUSTRIAL ONE, LTD., a Florida limited partnership (“Landlord”), and Cenntro Automotive Corporation, a Delaware corporation, (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated January 20, 2022, (the “Lease”), relating to Suites 101-105 of Building 1, consisting of approximately 100,000 square feet of rentable space (the “Premises”) in the Lane Industrial Park (the “Project”) as more particularly described therein;

WHEREAS, as a result of a clerical error, the Term of the Lease was shown as consisting of 84 months after the expiration of the Rent Abatement Period (plus any partial month from the Rent Commencement Date until the first day of the next full calendar month during the Term);

WHEREAS, the parties intended for an initial term of ten years commencing after the expiration of the Rent Abatement Period;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant covenant and agree as follows:

AGREEMENT

1. Term. Notwithstanding anything to the contrary contained in the Lease, item 1(c) of the Basic Lease Terms and Definitions of the Lease, labeled “Term” is hereby substituted with the following:

(c)

Term: 120 months after the expiration of the Rent Abatement Period (plus any partial month from the Rent Abatement Date until the first day of the next full calendar month during the Term).

2. Recitals and Defined Terms. The above recitals are true and correct. Capitalized terms used but not otherwise defined in this First Amendment will have the meanings ascribed to such terms in the Lease.

3. Confirmation by Guarantor: By its joinder hereto, Guarantor hereby agrees as follows: (a) Guarantor consents to the modification of the Lease as set forth above, and to the execution by Tenant of such instruments and documents as Landlord may require in connection with such modifications; (b) Guarantor confirms that the Lease Guaranty executed by Guarantor, as modified herein, remains outstanding and is in full force and effect; (c) Guarantor further represents that he/it is unaware of any default under the Lease, nor any event or circumstance which with notice and/or time would constitute such a default, (d) Guarantor represents that it has no defenses, claims or setoff rights against Landlord under the Lease Guaranty; (e) Guarantor hereby represents and warrants to Lender, in order to induce Lender to enter into this First Amendment, that there are no actions, suits or proceedings pending or threatened against or affecting such Guarantor or involving the validity or enforceability of its respective Guaranty before any court of law or equity or any administrative board or before or by any governmental authority.

4. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Lease will remain unmodified and in full force and effect. In the event of a conflict between the terms of the Lease and the terms of this First Amendment, the terms of this First Amendment will govern. Effective as of the date hereof, all references to the “Lease” will refer to the Lease as amended by this First Amendment.

5. Miscellaneous.

5.1 Capitalized Terms/Definitions. Each capitalized term used in this First Amendment and not defined herein shall be deemed to have the same meaning ascribed to it in the Lease.

5.2 Continuing Effect. Except as specifically provided in this First Amendment, the provisions of the Lease shall remain unchanged and in full force and effect. In the event of a conflict between the Lease and this First Amendment, this First Amendment shall control.

5.3 Authority. Each person executing this First Amendment on behalf of a Party represents and warrants that it has the full power, authority, and legal right to execute and deliver this First Amendment on behalf of such Party and that this First Amendment constitutes the legal, valid and binding obligations of such Party, its heirs, representatives, successors and assigns, enforceable against such Party or Parties in accordance with its terms.

5.4 Counterparts. To facilitate execution of this First Amendment, this First Amendment may be executed in one or more counterparts as may be convenient or required, and an executed copy of this First Amendment delivered electronically by facsimile or e-mail shall have the effect of an original, executed instrument. All counterparts of this First Amendment shall collectively constitute a single instrument; but, in making proof of this First Amendment it shall not be necessary to produce or account for more than one such counterpart executed by each Party hereto. It shall not be necessary for the signature of, or on behalf of, each Party hereto, or that the signature of all persons required to bind any such Party appear on each counterpart of this First Amendment.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written.

Witnesses:		“Landlord”

		JAX INDUSTRIAL ONE, LTD.,
/s/ *Jennifer A. Aragon*		a Florida limited partnership by its sole
Print Name:	Jennifer A. Aragon	General Partner

		By:	Pan American Equity Partners 3, LLC,
/s/ *Adrian Rivas*			a Florida limited liability company
Print Name:	Adrian Rivas

By:

/s/ Carlos C. Lopez-Cantera

		Name:	Carlos C. Lopez-Cantera
		Title:	Manager of GP

Witnesses:		“Tenant”

/s/ *Alan Korzonowski*		CENNTRO AUTOMOTIVE
Print Name:	Alan Korzonowski	CORPORATION, a Delaware limited
		liability company
/s/ *Jenna Lauria*
Print Name:	Jenna Lauria	By:	/s/ *Tony Tsai*

	Name:	Tony Tsai
	Title:	V.P. Corporate Affairs

Witnesses:
		“Guarantor”
/s/ [***]
Print Name:	[***]	CENNTRO ELECTRIC GROUP LIMITED, an
		Australian corporation

/s/ [***]
Print Name:	[***]	By:	/s/ *Edmond Cheng*

	Name:	Edmond Cheng
	Title:	CFO

This ‘20-F’ Filing

Date

Other Filings

Filed on:

4/25/22

None on these Dates

1/20/22

For Period end:

12/31/21

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Cenntro Inc. 10-K 12/31/23 117:14M Broadridge Fin’l So… Inc 7/06/23 Cenntro Electric Group Ltd. 10-K/A 12/31/22 105:14M Broadridge Fin’l So… Inc 6/30/23 Cenntro Electric Group Ltd. 10-K 12/31/22 107:14M Broadridge Fin’l So… Inc 9/29/22 Cenntro Electric Group Ltd. 424B3 1:589K Broadridge Fin’l So… Inc 9/19/22 Cenntro Electric Group Ltd. F-3/A 2:785K Broadridge Fin’l So… Inc 8/10/22 Cenntro Electric Group Ltd. F-3 8/09/22 5:663K Broadridge Fin’l So… Inc 8/05/22 Cenntro Electric Group Ltd. 20-F/A 12/31/21 90:11M Broadridge Fin’l So… Inc

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/22 Cenntro Electric Group Ltd. 6-K 4/04/22 2:26K Broadridge Fin’l So… Inc 3/09/22 Cenntro Electric Group Ltd. 6-K 3/09/22 3:403K Broadridge Fin’l So… Inc 1/05/22 Cenntro Electric Group Ltd. 6-K 1/05/22 25:4.6M Broadridge Fin’l So… Inc 11/08/21 Cenntro Electric Group Ltd. 6-K 11/08/21 14:8.6M M2 Compliance LLC/FA 4/30/21 Cenntro Electric Group Ltd. 6-K 4/30/21 6:1.9M M2 Compliance LLC/FA 6/14/19 Cenntro Electric Group Ltd. 20-F 1/31/19 178:53M M2 Compliance LLC/FA

Cenntro Electric Group Ltd. – ‘20-F’ for 12/31/21 – ‘EX-4.27’

On: Monday, 4/25/22, at 4:58pm ET · For: 12/31/21 · Accession #: 1140361-22-15755 · File #: 1-38544

Previous ‘20-F’: ‘20-F’ on 5/18/21 for 1/31/21 · Next & Latest: ‘20-F/A’ on 8/5/22 for 12/31/21 · 13 References:

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34

Filing Table of Contents

‘EX-4.27’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

7 Subsequent Filings that Reference this Filing

6 Previous Filings that this Filing References

Cenntro Electric Group Ltd. – ‘20-F’ for 12/31/21 – ‘EX-4.27’

On: Monday, 4/25/22, at 4:58pm ET · For: 12/31/21 · Accession #: 1140361-22-15755 · File #: 1-38544

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34Filing Table of Contents

‘EX-4.27’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

7 Subsequent Filings that Reference this Filing

6 Previous Filings that this Filing References

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34

Filing Table of Contents