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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On May 3, 2022, Mr. Simon Tripp, the Class III
director of Cenntro Electric Group Limited ACN 619 054 938 (the
“Company”), notified the board of directors of the Company (the
“Board”) of his intention to resign as a director, effective
immediately prior to the Annual General Meeting of the Company, to
be held on May 31, 2022. Mr. Tripp was appointed as a
non-executive director on January 19, 2021 and was then
appointed as a non-executive Class III director on
December 30, 2021 pursuant to resolutions adopted at the
Company’s Extraordinary General Meeting held on December 21,
2021 in connection with the stock purchase transaction of the
Company (formerly Naked Brand Group Limited) with respect to the
three entities that comprise the Cenntro Automotive Group.
On May 3, 2022, the Nominating Committee of the Board
considered and recommended to the Board that it nominate
Mr. Benjamin Ge for election as the Class III director to
serve until the 2025 annual general meeting of shareholders of the
Company. In addition, on May 3, 2022, the Board approved the
nomination of Mr. Ge as the Class III director and
recommended that the shareholders approve the election of
Mr. Ge as the Class III director.
Mr. Tripp’s resignation was not the result of any dispute or
disagreement with the Company or the Board or any matter relating
to the operation, policies or practices of the Company.
On May 5, 2022, the Company issued a press release announcing
that it is convening its Annual General Meeting on May 31,
2022 at 8:00 a.m. (Eastern Daylight Time) (8:00 p.m. Shanghai Time
and 10:00 p.m. Australian Eastern Time), to be held at the Hyatt
Regency Jacksonville Riverfront in Jacksonville, Florida.
The Notice of Meeting and Explanatory Memorandum for the Annual
General Meeting and proxy card are furnished herewith as Exhibit
99.1 and 99.2, respectively, to this Report of Foreign Private
Issuer on Form 6-K.
The Company’s Annual Report on Form 20-F for the year ended
December 31, 2021, filed with the Securities and Exchange
Commission on April 25, 2022 (Eastern Daylight Time) and the
Company’s Annual Report for the year ended December 31, 2021,
prepared in accordance with the Australian Corporations Act 2001
(Cth), as lodged with the Australian Securities and Investments
Commission on April 26, 2022 (Australian Eastern Time) are
available on the Company’s investor relations website at
ir.cenntroauto.com and at https://www.cstproxy.com/cenntro/2022.
Alternatively, shareholders may request copies of such materials
from the Company’s transfer agent, Continental Stock Transfer &
Trust Company, by emailing proxy@continentalstock.com.
The Company also announced the resignation of Mr. Simon Tripp
as Class III director of the Company and the Board nomination
of Mr. Benjamin Ge as the Class III director. A copy of
the press release is attached hereto as Exhibit 99.3 and is
incorporated herein by reference.
The information contained in this Form 6-K under the heading Item
5.02 “Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers” shall be incorporated by
reference in the Company’s registration statements on Form F-3 and
F-1 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801,
333-243751, 333-249490, 333-249547, 333-254245, 333-256258 and
333-262039) and the prospectuses included therein.