11/05/2024 | Press release | Distributed by Public on 11/05/2024 15:06
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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☒
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No fee required
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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To elect four directors to serve on the board of directors of the Company until the next annual meeting of stockholders or until their successors are elected and qualified (the "Director Election Proposal" or "Proposal.1");
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2.
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To ratify the appointment of our Audit Committee of GGF CPA LTD ("GGF") to serve as our independent registered public accounting firm for the year ending December 31, 2024 (the "Appointment Proposal" or "Proposal 3"); and
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3.
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To approve an adjournment to the Company's Annual Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the proposals described above (the "Adjournment Proposal" or "Proposal 3").
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By Order of the Board of Directors,
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Sincerely,
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/s/ Peter Z. Wang
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Chief Executive Officer
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a)
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A stockholder entitled to attend and vote at the Annual Meeting may appoint one proxy or, if the stockholder is entitled to cast two or more votes at the Annual Meeting, two proxies, to attend and vote instead of the stockholder.
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b)
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Where two proxies are appointed to attend and vote at the Annual Meeting, each proxy may be appointed to represent a specified proportion or number of the stockholder's voting rights at the Annual Meeting.
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c)
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A proxy need not be a stockholder of the Company.
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d)
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A proxy may be an individual or a corporate body. If a corporate body is appointed, the proxy form must indicate the full name of the corporate body and the full name or title of the individual representative of the corporate body for the Annual Meeting. If a proxy is not specified on the proxy form, the Chair of the Annual Meeting will be appointed as your proxy.
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e)
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A proxy form accompanies this Notice. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience. For the proxy form to be valid, it must be signed, dated and received, together with the power of attorney or other authority (if any) under which the form is signed, or a certified copy of that power of attorney, prior to the start of the Annual Meeting.
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f)
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A proxy also may be submitted by internet by following the instructions set forth on the proxy form. To be valid, a proxy submitted by internet must be submitted by the date and time set forth on the proxy form.
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Page
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
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1
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PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSALS
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6
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PROPOSAL 2 - THE APPOINTMENT PROPOSAL
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9
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES
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9
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PROPOSAL 3 - THE ADJOURNMENT PROPOSAL
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11
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
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12
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DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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13
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EXECUTIVE AND DIRECTOR COMPENSATION
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20
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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26
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ADDITIONAL INFORMATION
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28
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(i)
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The re-election of four of our directors of the board of directors of the Company, each to serve a term expiring at the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
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(ii)
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The ratification of the appointment of GGF CPA LTD ("GGF") as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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(iii)
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To approve an adjournment to the Company's Annual Meeting for any purpose.
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•
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FOR re-election of the nominated directors; and
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FOR approve and ratify the appointment of GGF as our independent auditors to audit the financial statements as of December 31, 2024 and for the fiscal year then ending.
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FOR approve an adjournment of the annual stockholders meeting.
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For Proposal No. 1 (election of directors), each director must be elected by the affirmative vote of the holders of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.
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For Proposal No. 2 (the ratification of independent auditor), the affirmative vote of the holders of a majority of the stockholders' shares present in person or represented by proxy at the Annual Meeting and entitled to vote, is required.
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For Proposal No. 3 (the approval of the adjournment of the annual stockholders meeting), the affirmative vote of the holders of a majority of the stockholders' shares present in person or represented by proxy at the Annual Meeting and entitled to vote, is required.
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Name
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Age
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Position
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Peter Z. Wang
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70
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Chief Executive Officer, Managing Director and Chairman of the Board
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Jiawei "Joe" Tong
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60
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Independent Director
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Benjamin B. Ge
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57
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Independent Director
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Yi Zeng
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69
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Independent Director
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Name
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Age
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Position
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Peter Z. Wang
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70
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Chief Executive Officer, Managing Director and Chairman of the Board
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Edward Ye
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34
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Chief Financial Officer
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Wei Zhong
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46
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Chief Technology Officer
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Tony W. Tsai
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51
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Vice President, Corporate Affairs and Corporate Secretary
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Ming He
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54
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Treasurer
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Yi Zeng
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69
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Director
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Benjamin B. Ge
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60
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Director
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Jiawei "Joe" Tong
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60
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Director
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•
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selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
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helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;
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reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
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reviewing our financial statements and critical accounting policies and estimates;
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reviewing the adequacy and effectiveness of our internal controls;
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developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;
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overseeing our policies on risk assessment and risk management;
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overseeing compliance with our code of business conduct and ethics;
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reviewing related party transactions; and
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approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.
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Board Diversity Matrix for Cenntro Inc.
As of the date of this proxy statement
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Total Number of Directors
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4
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Female
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Male
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Non-Binary
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Did Not Disclose Gender
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Part I: Gender Identity
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Directors
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-
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4
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0
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0
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Part II: Demographic Background
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African American or Black
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0
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0
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0
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0
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Alaskan Native or American Indian
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0
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0
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0
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0
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Asian
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0
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4
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0
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0
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Hispanic or Latinx
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0
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0
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0
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0
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Native Hawaiian or Pacific Islander
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0
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0
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0
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0
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White
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0
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0
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0
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0
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Two or More Races or Ethnicities
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0
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0
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0
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0
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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•
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selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
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helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;
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reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
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reviewing our financial statements and critical accounting policies and estimates;
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reviewing the adequacy and effectiveness of our internal controls;
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developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;
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overseeing our policies on risk assessment and risk management;
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overseeing compliance with our code of business conduct and ethics;
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reviewing related party transactions; and
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approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.
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reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our executive officers, including the Chief Executive Officer;
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making recommendations regarding non-employee director compensation to our full Board of Directors;
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administering our equity compensation plans and agreements with our executive officers;
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reviewing, approving and administering incentive compensation and equity compensation plans; and
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reviewing and approving our overall compensation philosophy.
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identifying, evaluating and selecting, or making recommendations to the Board regarding nominees for election to the Board of Directors and its committees;
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considering and making recommendations to the Board regarding the composition of the Board of Directors and its committees;
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developing and making recommendations to the Board regarding corporate governance guidelines and matters;
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overseeing our corporate governance practices;
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overseeing the evaluation and the performance of the Board and individual directors; and
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contributing to succession planning.
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Peter Z. Wang, Chief Executive Officer;
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Edmond Cheng, Chief Financial Officer;
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Ming He, Treasurer; and
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Tony W. Tsai, Corporate Secretary.
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Name and Principal or Former Position
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Fiscal
Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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All Other
Compensation
($)
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Total
($)
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Peter Z. Wang
Chief Executive Officer
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2023
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350,000
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1,234,596(1)
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1,584,596
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2022
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350,000
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0
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920,165(1)
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0
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1,270,165
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Edmond Cheng
Former Chief Financial Officer
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2023(2)
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300,000
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464,758(3)
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464,758
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2022
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300,000
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464,022(3)
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464,022
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Ming He
Treasurer
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2023
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250,000
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53,774(4)
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303,774
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2022
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250,000
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40,247(4)
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290,247
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Tony W. Tsai
Corporate Secretary
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2023
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250,000
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53,774(5)
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303,774
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2022
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250,000
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40,247(5)
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290,247
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(1)
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On May 3, 2022, Mr. Wang was granted an option to purchase 350,000 shares of common stock of the Company under the former 2022 Stock Incentive Plan (the "2022 Plan"), with an exercise price per share equal to $1.8480 per share of incentive stock options and $1.6800 per share of non-statutory stock options, which is equal to the price per share of common stock of the Company on the date of grant of the option, out of which 87,500 and 65,625 options vested during the years ended December 31, 2023, and December 31, 2022, fair value of which is represented here, respectively.
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(2)
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Mr. Cheng terminated his service as CFO to the Company as of March 1, 2024.
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(3)
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On December 30, 2021, Mr. Cheng was granted an option to purchase 129,706 shares of common stock under the 2022 Plan, with an exercise price per share equal to $5.74 per share, which is equal to the price per share of common stock of the Company on the date of grant of the option. The option grant, and adjustment of exercise price to $1.6800 per share, were approved by stockholders at the Annual General Meeting on May 31, 2022, out of which 32,428 and 32,426 options have been vested during the years ended December 31, 2023, and December 31, 2022, fair value of which is represented here, respectively.
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(4)
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On May 3, 2022, Mr. He was granted an option to purchase 15,000 shares of common stock of the Company under the former 2022 Stock Incentive Plan (the "2022 Plan"), with an exercise price per share equal to $16.800 per share, which is equal to the price per share of common stock of the Company on the date of grant of the option, out of which 3,752 and 2,814 options vested during the years ended December 31, 2023, and December 31, 2022, fair value of which is represented here, respectively.
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(5)
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On May 3, 2022, Mr. Tsai was granted an option to purchase 15,000 shares of common stock of the Company under the former 2022 Stock Incentive Plan (the "2022 Plan"), with an exercise price per share equal to $16.800 per share, which is equal to the price per share of common stock of the Company on the date of grant of the option, out of which 3,752 and 2,814 options vested during the years ended December 31, 2023, and December 31, 2022, fair value of which is represented here, respectively. We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to us.
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•
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each of our executive officers and directors;
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all of our current directors and executive officers as a group; and
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each person or entity, or group of persons or entities, known by us to own beneficially more than 5% of our Common Stock.
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Name and Address of Beneficial Owner(1)
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Amount and
Nature of
Beneficial
Ownership
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Percentage of
Beneficial
Ownership
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5% Stockholders:
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China Leader Group Limited(2)
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1,544,312
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5.0%
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Directors and Executive Officers:
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Peter Z. Wang(3)
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7,373,185
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23.9%
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Edward Ye(4)
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33,969
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*%
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Wei Zhong(5)
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161,017
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*%
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Tony Tsai(6)
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52,318
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*%
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Jiawei "Joe" Tong(7)
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10,000
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*%
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Ming He(8)
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98,834
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*%
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Yi Zeng
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-
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-%
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Benjamin B. Ge(9)
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39,780
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*%
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All current directors and executive officers as a group (eight persons)(10)
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7,769,103
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25.2%
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*
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Represents beneficial ownership of less than 1%.
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1)
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Unless otherwise indicated, the address for each beneficial owner listed in the table above is c/o Cenntro Inc., 501 Okerson Road, Freehold, New Jersey 07728.
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2)
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Represents the Acquisition Shares received by China Leader Group Limited ("CLGL") following the closing of the Combination. CLGL is wholly owned by Yeung Heung Yeung, one of the directors of CAG, the former parent company of Cenntro. Yeung Heung Yeung has sole voting and dispositive power with respect to the shares of Common Stock held by CLGL. Accordingly, Mr. Yeung may be deemed to beneficially own the 1,554,312 shares of Common Stock directly held by CLGL. The address of China Leader is Flat B, 29 Floor, Tower 1, Starcrest, 9 Star Street, Wan Chai, Hong Kong.
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3)
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Consists of (i) 6,539,994 Acquisition Shares held of record by Cenntro Enterprise Limited, (ii) 614,441 Acquisition Shares held of record by Trendway Capital Limited, each of which is wholly owned by Mr. Peter Wang, and (iii) 218,750 shares of Common Stock that Mr. Wang has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options granted under the 2023 Plan. Mr. Wang has voting and dispositive power over the securities held by each entity and as a result may be deemed to beneficially own the securities of such entities. Each of Cenntro Enterprise Limited and Trendway Capital Limited received such Acquisition Shares presented above following the closing of the Combination, pursuant to the Distribution.
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4)
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Consists of 33,969 shares of Common Stock that Mr. Ye has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options granted under the 2023 Plan.
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5)
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Consists of 161,017 shares of Common Stock that Mr. Zhong has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options under the 2023 Plan.
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6)
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Consists of 52,318 shares of Common Stock that Mr. Tsai has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options under the 2023 Plan.
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7)
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Consists of 10,000 shares of Common Stock that Mr. Tong has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options granted under the 2023 Plan
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8)
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Consists of 98,834 shares of Common Stock that Mr. He has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options granted under 2023 Plan.
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9)
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Consists of 29,780 shares of Common Stock beneficially owned by Mr. Ge, and 10,000 shares of Common Stock that Mr. Ge has the right to acquire from us within 60 days of October 30, 2024, pursuant to the exercise of stock options granted under the 2023 Plan.
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10)
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Consists of (i) 7,184,215 shares of Common Stock beneficially owned by our directors and executive officers and (ii) 584,888 shares of Common Stock underlying outstanding options, exercisable within 60 days of October 30, 2024.
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Not later than December 31, 2024; or
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•
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If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's annual meeting, the deadline for inclusion of proposals in our proxy statement is instead 120 days before we begin to print and mail our proxy materials for next year's meeting.
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Date: November 5, 2024
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By Order of the Board of Directors
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/s/ Peter Z. Wang
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Peter Z. Wang
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Chief Executive Officer
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