EXECUTION VERSION Scheme Implementation Agreement

Exhibit 2.1

Date	September 8, 2023

Name	Cenntro Electric Group Limited
ACN	619 054 938
Short form name	Cenntro
Notice details	c-/ MinterEllison, Level 40, Governor Macquarie Tower, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
	Attention: The Directors

Name	Cenntro Inc., a corporation formed under the laws of Nevada, United States of America
Short form name	HoldCo
Notice details	▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
	Attention: The Directors

A	Cenntro is an Australian public company and the current holding company of the Cenntro Group.

B	HoldCo is a special purpose vehicle incorporated in Nevada, United States, for the purpose of effecting the re-domiciliation of the Cenntro Group.

C	Cenntro wishes to effect a re-domiciliation from Australia to the United States by HoldCo acquiring all of the Cenntro Shares by scheme of arrangement under Part 5.1 of the Corporations Act, following which Cenntro will become a wholly owned subsidiary of HoldCo.

D	Cenntro and ▇▇▇▇▇▇ propose to implement the Scheme on the terms and conditions of this agreement.

1.	Defined terms & interpretation

1.1	Defined terms

(a)

it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b)

it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to any part of its property; or

(c)

it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement); or

(d)

an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 14 days), resolution passed or any other action taken, in each case in connection with that person, in respect of any of the things described in paragraphs (a), (b) or (c);

(e)

it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(f)

it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); or

(g)

it is otherwise unable to pay its debts when they fall due; or

(h)

something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

(a)

a government or governmental, semi-governmental or judicial entity or authority;

(b)

a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government; and

(c)

any regulatory organisation established under statute,

(a)

each of the entity’s Related Bodies Corporate; and

(b)

each of the Officers and Advisers of the entity or any of its Related Bodies Corporate.

1.2	Interpretation

(a)

headings are for convenience only and do not affect interpretation;

(b)

the singular includes the plural and vice versa;

(c)

a gender includes other genders;

(d)

another grammatical form of a defined word or expression has a corresponding meaning;

(e)

a reference to a person includes a natural person, a body corporate, a corporation, a trust, a partnership, an unincorporated association or any other entity;

(f)

a reference to a person includes a reference to the person's successors, administrators, executors, and permitted assigns and substitutes;

(g)

a reference to legislation includes regulations and other instruments issued under it and consolidations, amendments, modifications, re-enactments or replacements of any of them;

(h)

a reference to a clause, schedule or annexure is to a clause of, or schedule or annexure to, this agreement;

(i)

a reference to a document (including this agreement) includes any amendment, variation, replacement or novation of it;

(j)

the meaning of general words is not limited by using the words "including", "for example" or similar expressions;

(k)

a reference to dollars, AUD, $ or A$ is a reference to the lawful currency of Australia;

(l)

a reference to dollars, USD, or US$ is a reference to the lawful currency of the United States;

(m)

a reference to time is a reference to time in Sydney, New South Wales, Australia or New York, New York, United States of American (as applicable);

(n)

nothing in this agreement is to be construed to the disadvantage of a party because that party prepared it or any part of it;

(o)

a reference to a day (including a Business Day) means a period of time commencing at midnight and ending 24 hours later;

(p)

if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and

(q)

a reference to a party using or obligation on a party to use its best endeavours or reasonable endeavours does not oblige that party to:

(r)

pay money:

(i)

in the form of an inducement or consideration to a third party to procure something (other than the payment of immaterial expenses or costs, including costs of advisers, to procure the relevant thing); or

(A)

in circumstances that are commercially onerous or unreasonable in the context of this agreement;

(B)

provide other valuable consideration to or for the benefit of any person; or

(ii)

agree to commercially onerous or unreasonable conditions.

2.	Agreement to propose and implement scheme

2.1	Cenntro to propose Scheme

2.2	Agreement to implement Scheme

3.	Conditions Precedent

3.1	Conditions Precedent to the Scheme

3.2	Reasonable endeavours

(a)

each of the Conditions Precedent for which it is a party responsible (as noted in clause 3.1):

(i)

is satisfied as soon as practicable after the date of this agreement; and

(ii)

continues to be satisfied at all times until the last time it is to be satisfied (as the case may require); and

(b)

there is no occurrence that would prevent the Condition Precedent for which it is a party responsible being satisfied.

3.3	Waiver of Condition Precedent

(a)

A Condition Precedent may only be waived in writing by the party or parties entitled to the benefit of that Condition Precedent as noted in clause 3.1 (except conditions which cannot be waived) and will be effective only to the extent specifically set out in that waiver.

(b)

To be effective any waiver of the breach or non-fulfilment of any condition in clause 3.1 (except conditions which cannot be waived) must be in writing and a copy of the waiver must be provided to the other parts prior to 8.00am on the Second Court Date.

(c)

A waiver of a breach or non-fulfilment in respect of a Condition Precedent does not constitute:

(i)

a waiver of a breach or non-fulfilment of any other Condition Precedent arising from the same event; or

(ii)

a waiver of a breach or non-fulfilment of that Condition Precedent resulting from any other event.

(d)

A waiver of any condition in clause 3.1 precludes the party who has the benefit of the condition from suing the other party for any breach of this agreement that resulted from any breach or non-fulfilment of the condition.

3.4	Notices in relation to Conditions Precedent

(a)

promptly notify the other of satisfaction of a Condition Precedent and must keep the other informed of any material development of which it becomes aware that may lead to the breach or non-fulfilment of a Condition Precedent;

(b)

immediately give written notice to the other of a breach or non-fulfilment of a Condition Precedent, or of any event which will prevent a Condition Precedent being satisfied; and

(c)

upon receipt of a notice given under clause 3.4(b), give written notice to the other party as soon as possible (and in any event before 5.00pm on the day before the Second Court Date) as to whether or not it waives the breach or non-fulfilment of any Condition Precedent resulting from the occurrence of that event, specifying the Condition Precedent in question.

3.5	Consultation on failure of Condition Precedent

(a)

there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement by the time or date specified in this agreement for the satisfaction of the Condition Precedent;

(b)

there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this agreement for the satisfaction of the Condition Precedent (and the breach or non-fulfilment which would otherwise occur has not already been waived in accordance with this agreement); or

(c)

the Scheme has not become Effective by the End Date,

(d)

the Scheme may proceed by way of alternative means or methods;

(e)

to extend the relevant time for satisfaction of the Condition Precedent or to adjourn or change the date of an application to the Court; or

(f)

to extend the End Date.

3.6	Failure to agree

(a)

If the parties are unable to reach agreement under clause 3.5 within two Business Days (or any shorter period ending at 5.00pm on the day before the Second Court Date):

(i)

subject to clause 3.6(a)(ii), either party may terminate this agreement (and that termination will be in accordance with clause 8.3); or

(ii)

if the relevant Condition Precedent may be waived and exists for the benefit of one party only, that party only may terminate this agreement (and that termination will be in accordance with clause 8.3),

(b)

A party will not be entitled to exercise the rights under this clause 3.6 if the relevant Condition Precedent has not been satisfied as a result of a breach of this agreement by that party.

4.	Outline of Scheme

4.1

Scheme

(a)

all of the Cenntro Shares held by Scheme Participants at the Record Date will be transferred to HoldCo; and

(b)

each Scheme Participant will be entitled to receive the Scheme Consideration.

4.2	Scheme Consideration

4.3	Provision of Scheme Consideration

(a)

accept that transfer; and

(b)

provide the Scheme Consideration in accordance with the Scheme.

4.4	Share Sale Facility

(a)

Where a Scheme Participant is an Ineligible Foreign Shareholder, the number of HoldCo Shares to which that Scheme Participant would otherwise have been entitled to under the Scheme will be issued to the Sale Agent and sold under the Share Sale Facility.

(b)

Cenntro will procure that, after the Implementation Date, the Sale Agent:

(i)

sells on Nasdaq all of the HoldCo Shares issued to the Sale Agent in accordance with clause 4.4(a) in such manner, at such price and on such other terms as the Sale Agent determines in good faith, and at the risk of the Ineligible Foreign Shareholders; and

(ii)

remits the Share Sale Facility Proceeds to each Ineligible Foreign Shareholder in the amount to which they are entitled, calculated on a volume weighted average basis so that all Ineligible Foreign Shareholders.

4.5	Options, Warrants and Notes

(a)

Cenntro and HoldCo will use all reasonable endeavours to enter into binding agreements with each:

(i)

Option Holder to cancel the Options held by such Option Holder in consideration for the grant of equivalent rights (as near as reasonably practicable) to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Options);

(ii)

Warrant Holder to cancel the Warrants held by such Warrant Holder in consideration for the grant of equivalent rights (as near as reasonably practicable) to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Warrants); and

(iii)

Note Holder to cancel the Notes held by such Note Holder in consideration for the grant of equivalent rights (as near as reasonably practicable) to acquire HoldCo Shares instead of Cenntro Shares (HoldCo Notes).

(b)

The number of:

(i)

HoldCo Options to be issued to each Option Holder will be at the ratio of one HoldCo Option for each Option held by the Option Holder;

(ii)

HoldCo Warrants to be issued to each Warrant Holder will be at the ratio of one HoldCo Warrant for each Option held by the Warrant Holder; and

(iii)

HoldCo Notes to be issued to each Note Holder will be at the ratio of one HoldCo Note for each Note held by the Note Holder.

5.	Implementation of the Scheme

5.1	General obligations

(a)

use all reasonable endeavours and commit necessary resources (including management and corporate relations resources and the resources of external advisers); and

(b)

procure that its officers and advisers work in good faith and in a timely and co-operative fashion with the other party (including by attending meetings and by providing information),

5.2	Cenntro’s obligations

(a)

(Scheme Booklet) prepare and despatch to Cenntro Shareholders a Scheme Booklet which complies with all applicable laws, including the Corporations Act and applicable ASIC guidance and policies;

(b)

(Independent Expert) promptly appoint the Independent Expert and provide any assistance and information reasonably requested by the Independent Expert to enable the Independent Expert to prepare the Independent Expert’s Report;

(c)

(section 411(17)(b) statement) apply to ASIC for the production of:

(i)

a letter stating that it does not intend to appear at the First Court Date; and

(ii)

a statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;

(d)

(Consult with HoldCo) provide HoldCo with drafts of the Scheme Booklet, consult with HoldCo in relation to the content and presentation of the Scheme Booklet and give HoldCo and its Representatives a reasonable opportunity to provide input about the content and presentation of the Scheme Booklet, and obtain HoldCo’s consent to include the HoldCo Information in the form and context in which it appears;

(e)

(Court application) apply to the Court for an order under section 411(1) of the Corporations Act directing Cenntro to convene the Scheme Meeting;

(f)

(Court approval) subject to all Conditions Precedent in clause 3.1 (other than paragraph (c) of clause 3.1) being satisfied or waived in accordance with this agreement, apply to the Court for an order approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act;

(g)

(Registration) request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act;

(h)

(Cenntro new information) provide to Cenntro Shareholders any further or new information which arises after the despatch of the Scheme Booklet and prior to the Scheme Meeting which is necessary to ensure that the information contained in the Scheme Booklet is not false, misleading or deceptive in any material respect (whether by omission or otherwise);

(i)

(Scheme Meeting) convene the Scheme Meeting to approve the Scheme in accordance with any orders made by the Court pursuant to section 411(1) of the Corporations Act;

(j)

(Conditions Precedent certificate) at the hearing on the Second Court Date, provide to the Court (through its counsel):

(i)

a certificate confirming (in respect of matters within Cenntro’s knowledge) whether or not the Conditions Precedent for which it is responsible, as noted in clause 3.1 (other than paragraph (c) of clause 3.1), have been satisfied or waived in accordance with clause 3; and

(ii)

any certificate provided to it by HoldCo under clause 5.3(f);

(k)

(Register) close the Register as at the Record Date to determine the identity of Scheme Participant and their entitlements to Scheme Consideration;

(l)

(instruments of transfer) subject to HoldCo satisfying its obligations under clause 4.3, on the Implementation Date:

(i)

execute proper instruments of transfer and effect the transfer of all Scheme Shares to HoldCo in accordance with the Scheme; and

(ii)

register all transfers of Scheme Shares to HoldCo;

(m)

(lodge copy of Court orders) lodge with ASIC an office copy of the Court order approving the Scheme in accordance with section 411(10) of the Corporations Act on the day after that office copy is received (or any later date agreed in writing by ▇▇▇▇▇▇);

(n)

(ATO Ruling) notify Scheme Participants of the receipt of the ATO Class Ruling should it be received; and

(o)

(other steps) do all other things necessary to give effect to the Scheme and the orders of the Court approving the Scheme.

5.3	HoldCo’s obligations

(a)

(HoldCo Information):

(i)

prepare and promptly provide to Cenntro for inclusion in the Scheme Booklet the HoldCo Information (in accordance with all applicable laws, including the Corporations Act and applicable ASIC guidance and policies) and consent to the inclusion of that information in the Scheme Booklet; and

(ii)

provide Cenntro with drafts of the HoldCo Information in a timely manner and, acting reasonably in good faith and take into account all reasonable comments from Cenntro and its Representatives on those drafts;

(b)

(accuracy of HoldCo Information) before the despatch of the Scheme Booklet to Cenntro Shareholders, verify to Cenntro the accuracy of the HoldCo Information contained in the Scheme Booklet, and consent to the inclusion of that information in the form and context in which it appears in the Scheme Booklet, in each ease subject to HoldCo being reasonably satisfied as to those matters;

(c)

(HoldCo new information) provide to Cenntro further or new information about HoldCo which arises after the despatch of the Scheme Booklet to Cenntro Shareholders and prior to the Scheme Meeting which is necessary or reasonably required by Cenntro to ensure that the HoldCo Information disclosed to Cenntro Shareholders is not false, misleading or deceptive in any material respect (whether by omission or otherwise);

(d)

(Independent Expert information) provide any assistance or information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report;

(e)

(Deed Poll) prior to the Scheme Booklet being sent, sign and deliver to Cenntro the Deed Poll;

(f)

(Conditions Precedent certificate) before 8.00am on the Second Court Date, provide to Cenntro for provision to the Court at the hearing on that date a certificate confirming (in respect of matters within HoldCo’s knowledge) whether or not the Conditions Precedent for which HoldCo is responsible, as noted in clause 3.1 (other than paragraph (c) of clause 3.1), have been satisfied or waived in accordance with clause 3;

(g)

(Share transfer) if the Scheme becomes Effective, accept a transfer of the Scheme Shares as contemplated by clause 4.3(a) and execute (or procure the execution of) proper instruments of transfer of the Scheme Shares to HoldCo in accordance with the Scheme;

(h)

(Scheme Consideration) if the Scheme becomes Effective, provide or procure the provision of the Scheme Consideration in the manner contemplated by the terms of the Scheme;

(i)

(CGT roll-over relief) if the Scheme becomes Effective, HoldCo will elect for CGT roll-over relief to apply to the Group within 2 months of the Implementation Date;

(j)

(business restructure roll-over relief) if the Scheme becomes Effective, HoldCo will elect for business restructure roll-over relief to apply within 2 months of Implementation Date; and

(k)

(other steps) do all other things reasonably necessary to ensure that the Scheme is effected in accordance with all applicable laws, regulations and policy.

5.4	Scheme Booklet responsibility statement

(a)

Cenntro has prepared, and is responsible for, the content of the Scheme Booklet other than, to the maximum extent permitted by law, the HoldCo Information, the Independent Expert’s Report or any other report or letter issued to Cenntro by a third party; and

(b)

HoldCo has prepared, and is responsible for, the HoldCo Information in the Scheme Booklet (and no other part of the Scheme Booklet).

5.5	Verification

6.	Conduct of business

6.1	Specified obligations of Cenntro

(a)

During the period between the date of this agreement and the earliest of:

(i)

the Implementation Date;

(ii)

the date this agreement is terminated in accordance with its terms; and

(iii)

the End Date,

(b)

Any restriction on conduct which is imposed in clause 6 does not apply to the extent that:

(i)

the conduct is required to be undertaken by Cenntro or its Subsidiaries (as the case may be) in connection with the Scheme or this agreement; or

(ii)

the conduct is approved by HoldCo.

6.2	Change of control

(a)

seek to identify any change of control or similar provisions in material contracts, joint venture documentation and leases to which Cenntro or any of its Subsidiaries are a party which may be triggered by the implementation of the Scheme (Change of Control Requirements); and

(b)

unless otherwise agreed between Cenntro and HoldCo, use all reasonable endeavours to obtain any material consents required in accordance with the terms of any identified Change of Control Requirements as soon as practicable and in any event 8.00am on the Second Court Date.

7.	Warranties

7.1	Cenntro Warranties

(a)

it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b)

it has power to enter into this agreement, to comply with its obligations under it and exercise its rights under it;

(c)

the entry by it into, its compliance with its obligations and the exercise of its rights under, this agreement do not and will not conflict with:

(i)

its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii)

any law binding on or applicable to it or its assets;

(d)

other than any:

(i)

regulatory approval required in connection with the Scheme or any aspect of it;

(ii)

matter which is the subject of a Condition Precedent; or

(iii)

Change of Control Requirements,

(e)

its obligations under this agreement are valid and binding and are enforceable against it in accordance with its terms; and

(f)

no member of the Cenntro is Insolvent.

7.2	HoldCo Warranties

(a)

it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b)

it has power to enter into this agreement, to comply with its obligations under it and exercise its rights under it;

(c)

the entry by it into, its compliance with its obligations and the exercise of its rights under, this agreement do not and will not conflict with:

(i)

its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii)

any law binding on or applicable to it or its assets;

(d)

it has in full force and effect each authorisation necessary for it to enter into this agreement, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

(e)

its obligations under this agreement are valid and binding and are enforceable against it in accordance with its terms; and

(f)

HoldCo is not Insolvent.

7.3	Nature of warranties

(a)

is severable;

(b)

will survive termination of this agreement; and

(c)

is given with the intent that liability under it is not confined to breaches which are discovered before the date of termination of this agreement.

7.4	No other warranties or reliance

(a)

Each party acknowledges that no other party (nor any person acting on that other party’s behalf) has made any warranty, representation or other inducement to it to enter into this agreement, except for the representations and warranties expressly set out in this agreement.

(b)

Each party acknowledges and confirms that it does not enter into this agreement in reliance on any warranty, representation or other inducement by or on behalf of any other party, except for any warranty or representation expressly set out in this agreement.

7.5

Release

(a)

Each party:

(i)

releases its rights against, and will not make any Claim against, any past or present Representative of any other party in relation to anything done or purported to be done in connection with the Scheme, any transaction contemplated by or warranty given in this agreement, any information provided to it by another party or in relation to its execution or delivery of this agreement to the extent that the past or present Representative has acted in good faith and has not engaged in any wilful misconduct; and

(ii)

holds the releases in clause 7.5(a)(i) in respect of its past and present Representatives as trustee for those Representatives.

(b)

Nothing in clause 7.5(a)(a)(i) excludes any liability that may arise from wilful misconduct or bad faith on the part of any person.

7.6	Directors' and officers' insurance

(a)

for a period of seven years from the Implementation Date, ensure that the constitutions of Cenntro and each other member of the Cenntro are on materially no less favourable terms overall as are contained in those constitutions as at the date of this agreement that provide for each company to indemnify each of its Officers against any liability incurred by that person in his or her capacity as an Officer of the company to any person other than a member of the Cenntro; and

(b)

procure that ▇▇▇▇▇▇▇ and each other member of the Cenntro complies with any deeds of indemnity, access and insurance made by them in favour of their respective Officers from time to time and without limiting the foregoing, ensure that the directors’ and officers’ run-off insurance cover for those Officers is maintained, for a period of seven years from the retirement date of each Officer.

7.7	Period of undertaking

7.8	Benefit of undertaking for Cenntro

8.	Termination

8.1	Termination for breach

(a)

the other party is in material breach of any term of this agreement, or there has been a material breach of a representation or warranty given by the other party under clauses 7.1 or 7.2 (as applicable) on or before the Second Court Date;

(b)

the party wishing to terminate this agreement has given the other party a written notice setting out details of the breach and stating its intention to terminate this agreement; and

(c)

the breach is not capable of remedy or has not been remedied 10 Business Days (or any shorter period ending immediately before 8.00am on the Second Court Date) from the date the notice under clause 8.1(b) is given.

8.2	Mutual termination

8.3	Effect of termination

(a)

If either Cenntro or HoldCo terminates this agreement under clauses 3.6, 8.1 or 8.2, this agreement and the parties’ obligations under it cease, other than obligations under this clause and clauses 1, 7.1, 7.2, 7.3, 7.4, 7.5, 9, 10 and 12 which will survive termination.

(b)

Termination of this agreement under clauses 3.6, 8.1 or 8.2 does not affect any accrued rights of a party in respect of a breach of this agreement prior to termination.

9.	Costs and stamp duty

9.1

Costs

9.2	Stamp duty

10.

GST

10.1	Definitions and interpretation

(a)

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(b)

a term which has a defined meaning in the GST Act has the same meaning when used in this clause, unless the contrary intention appears; and

(c)

each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as if it were a separate supply.

10.2	GST exclusive

10.3	Payment of GST

(a)

If GST is payable, or notionally payable, on a supply in connection with this agreement, the party providing the consideration for the supply agrees to pay to the supplier an additional amount equal to the amount of GST payable on that supply (GST Amount).

(b)

Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time as the GST-exclusive consideration for the supply, or the first part of the GST- exclusive consideration for the supply (as the case may be), is payable or is to be provided.

(c)

This clause does not apply to the extent that the consideration for the supply is expressly stated to include GST or the supply is subject to a reverse-charge.

10.4	Adjustment events

10.5	Reimbursements

11.

Notices

11.1	How to give a Notice

(a)

must be in legible writing and in English;

(b)

must be signed by the sender or a person duly authorised by the sender; and

(c)

must be delivered to the intended recipient by hand, email or prepaid post (airmail if applicable) to the address specified in the 'Details' or the address or email address last notified in writing by the intended recipient to the sender.

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