UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-38544
CENNTRO ELECTRIC GROUP LIMITED
(Exact name of registrant as specified in its charter)
Australia N/A
501 Okerson Road Freehold, New Jersey 07728
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (732)
820-6757
Securities registered pursuant to Section 12(b) of the Act: None
Ordinary Shares CENN The Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒
Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes ☐No☒
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check
mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
As of the date of this report, there are 304,449,091 of
the registrant’s Ordinary Shares issued and outstanding. The aggregate market value of the voting securities held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second
fiscal quarter, June 30, 2022, was approximately $285,558,362 million based upon the closing sale price of $1.51.
CENNTRO ELECTRIC GROUP LIMITED
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2022
Page
PART I
ITEM 1. Business 5
ITEM 1A. Risk Factors 27
ITEM 1B. Unresolved Staff Comments 61
ITEM 2. Properties 61
ITEM 3. Legal Proceedings 62
ITEM 4. Mine Safety Disclosures 62
PART II
ITEM 6. [Reserved] 64
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 89
ITEM 8. Financial Statements and Supplementary Data 89
ITEM 9A. Controls and Procedures 90
ITEM 9B. Other Information 91
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 91
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 92
ITEM 11. Executive Compensation 96
ITEM 14. Principal Accounting Fees and Services 107
PART IV
ITEM 15. Exhibits and Financial Statement Schedules 109
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted
in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently,
forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F
Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by
law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties of the risks and factors that may affect our
business, financial condition, results of operations and prospects.
OTHER PERTINENT INFORMATION
This Annual Report contains our audited consolidated and combined financial statements and related notes as of December 31, 2022 and 2021 and for the fiscal years ended December 31, 2022, and 2021
(“Audited Financial Statements”). Our Audited Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The Company is subject to the Australian Corporations Act 2001 (Cth)
(“Corporations Act”), which requires financial statements be prepared in accordance with Australian Accounting Standards (“AASB”), equivalent to International Financial Reporting Standards (“IFRS”) and audited in accordance with Australian
Auditing Standards (“ASAs”). The financial information in this Annual Report (including the information in the Audited Financial Statements) are not financial statements for the purposes of the Corporations Act and is considered “non-IFRS
financial information” under the Australian Securities and Investment Commission’s Regulatory Guide 230: ‘Disclosing non-IFRS financial information.’ Such non-IFRS financial information may not be comparable to similarly titled information
presented by other entities and should not be construed as an alternative to other financial information prepared in accordance with IFRS. Our combined financial statements as of December 31, 2022 and for the years ended December 31, 2022, and
2021, included in this Annual Report, are the combined financial statements of Cenntro and present periods prior to the closing of the Combination (as defined below). We refer to such financial statement as Cenntro’s “combined financial
statements.” References to “dollars,” “$,” “U.S. dollars” and “USD” refer to United States dollars.
Except as otherwise provided, all share and per share information included in this Annual Report gives retroactive effect to our predecessor Naked Brand Group Limited’s (“NBG”) reverse share split,
at a ratio of 1-for-15, of the issued and outstanding ordinary shares, no par value (the “Ordinary Shares”) which became effective on December 22, 2021 (the “Reverse Share Split”).
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On November 5, 2021, NBG entered into a Stock Purchase Agreement (the “Acquisition Agreement”) with CAG, CAG HK, CAC and CEG, each a wholly owned subsidiary of CAG, setting forth the terms of the
Combination. Pursuant to the Acquisition Agreement, NBG purchased from CAG (i) all of the issued and outstanding ordinary shares of CAG HK (the “CAG HK Shares”), (ii) all of the issued and outstanding shares of common stock, par value US$0.001
per share, of CAC (the “CAC Shares”), and (iii) all of the issued and outstanding shares of common stock, par value US$0.01 per share, of CEG (the “CEG Shares” and, together with the CAG HK Shares and the CAC Shares, the “Cenntro Shares,” and
such acquisition of the Cenntro Shares, the “Combination”). On December 22, 2021, NBG effected the Reverse Share Split of its Ordinary Shares, at a ratio of 1-for-15. The closing of the Combination occurred on December 30, 2021 (the “Closing”).
The aggregate purchase price for the Cenntro Shares was 174,853,546 Ordinary Shares (the “Acquisition Shares”) (as determined in accordance with the Acquisition Agreement and as described below and taking into account the Reverse Share Split) and
the assumption of options to purchase an aggregate of 9,225,271 Ordinary Shares under our Cenntro Electric Group Limited Amended and Restated 2016 Incentive Stock Option Plan (the “2016 Plan”).
Immediately after the Closing of the Combination, we changed our name from “Naked Brand Group Limited” to “Cenntro Electric Group Limited,” ("Cenntro”) and
the business conducted by Cenntro became the business conducted by the Company. The transaction was accounted for as a reverse recapitalization in which Cenntro was determined to be the accounting acquirer. On December 30, 2021, simultaneously
with the Closing of the Combination, NBG divested itself of its business conducted through FOH Online Corp. (“FOH”), formerly a subsidiary of NBG (the “Divestiture”).
Promptly following the Closing, CAG distributed the Acquisition Shares to the holders of its capital stock in accordance with (i) the distribution described in the Acquisition Agreement and (ii)
CAG’s Third Amended and Restated Memorandum and Articles of Association (the “Distribution”).
Unless the context specifically states or implies otherwise references in this Annual Report on Form 10-K to “we,” “us,” the “Company”, and “Cenntro” refer to Cenntro Electric Group Limited ACN 619 054 938 and its
subsidiaries including:
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PART I
Item 1. Business
Overview
We are an emerging designer, manufacturer, distributor, and service provider of commercial vehicles powered by either electricity or hydrogen energy sources. Our commercial
vehicles are designed to serve a variety of fleet and municipal organizations in support of city services, last-mile delivery and other commercial applications. As of December 31, 2022, we have developed six series of commercial vehicle models,
Metro®, LogistarTM, LogimaxTM, AvantierTM, TeemakTM and Antric One. We have successfully begun to produce and deliver these models into the global markets
We have also developed and introduced iChassisTM: a programmable “smart” chassis that may be controlled by third-party software for various remote controlled or autonomous
driving applications. We continue to leverage our technology, vehicle development, and vehicle distribution capabilities with a goal to become a leading provider in the electric commercial vehicle (“ECV”) market. Our greater mission is to
provide commercial vehicles that may be powered by sustainable sources while building eco-chains to reduce carbon dioxide for a better environment and quality of life.
With the global trend toward reducing the number of internal combustion engine (“ICE”) vehicles, electric-battery and fuel cell technologies stand out as strong
alternatives. Prior to COVID-19, battery costs significantly decreased over the past decade. We expect that over the long term, prices will continue to fall. According to research service Bloomberg NEF (“BNEF”), lithium-ion battery pack prices
decreased from above $1,200 per kilowatt-hour in 2010 to $132/kWh in 2021. In real terms, this represented a decline of approximately 89%. Although battery pack prices have recently increased and may continue to increase in the near-term due to
the rising price of lithium as a result of COVID-19 and other factors, we anticipate that battery prices will continue to decrease in the long-term. BNEF further forecasts that by 2024, average prices are expected to fall to below $100/kWh,
though such reductions in average price may be delayed due to higher raw material prices in the near term. By emphasizing investments in technology, supply-chains, vehicle distribution and aftermarket support, we have begun making our
own battery packs, preparing battery cell production, by building up vehicle distribution and service networks, and introducing our cloud-based parts distribution systems. As investment in battery technology
continues to increase, we believe these cost reductions outlined by BNEF will continue to improve the economics of battery-powered ECVs, like ours.
In addition to our investment in battery-technology, we have established an asset-light, distributed manufacturing business model through which we may distribute our vehicles in
unassembled semi-knockdown vehicle kits (“vehicle kits”) for local assembly in addition to fully assembled vehicles. Some of our vehicle models have a modular design that allows for local assembly in micro factory facilities that require less
capital investment. We manufacture our own vehicle kits for the Metro® in our facilities in China and leverage the economies of scale of and the supply-chain availability in China to manufacture vehicle kits and fully assembled vehicles in our
assembly plants in United States and Germany. We believe our distributed manufacturing methodology allows us to execute our business plan with less capital than would be required by the traditional, vertically integrated automotive model and, in
the long-term, drive higher profit margins.
Our distributed manufacturing model allows us to focus our efforts on the design of ECV models and related technologies while outsourcing various portions of the
manufacturing, assembly and marketing of our vehicles to qualified third parties, allowing the Company to operate with lower capital investment than traditional vertically integrated automotive companies. For the last several years, we relied
substantially on private label channel partners to assemble and distribute the Metro® from vehicle kits that we manufactured in our facilities. With building our own distribution and service infrastructure, we have begun the process of shifting
the manufacturing of our vehicle kits and in some cases fully assembled vehicles to third party Original Equipment Manufacturers (“OEMs”) manufacturing partners and, in the case of vehicle kits, assembling in our own facilities in North America
and Europe. Our relationships with such third parties, our “manufacturing partners,” have allowed us to forego expensive capital investments in our own facilities and operate within our historic working capital limitations.Throughout 2022 we began to re-align our distribution and marketing strategy away from relying mainly on third-party channel partners to a distribution model that combines wholly-owned EV Centers with local dealers in
order to improve overall operational efficiencies, product quality, brand value, market share, customer support and service.
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Additionally, to meet our anticipated demand in the United States, we have established local assembly facilities in Northern America as we have launched assembly facilities in
Jacksonville, Florida and Freehold, New Jersey. We are also in the of process establishing additional assembly facility in Ontario, California. Additionally, we expect that our acquisition of CAE (f.k.a. TME) in 2023 will further expand our local
assembly capacity in the European Union for production of our European ECV models, including the TeemakTM series, Antric products, in addition to the Metro®.
Corporate Structure and History
Cenntro was incorporated in Australia on May 11, 2017, under the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) with company registration number ACN 619 054
938, as an Australian public company limited by shares. Our principal executive offices are located at 501 Okerson Road, Freehold, New Jersey, 07728, and our telephone number is (732) 820-6757. Our current registered office and current
principal place of business in Australia are located at MinterEllison, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000, Australia. Our website address is www.cenntroauto.com.
Cenntro is a holding company incorporated in Australia and headquartered in New Jersey. As a holding company with no material operations of its own, Cenntro Electric Group
Limited ACN 619 054 938 conducts operations through its subsidiaries in the United States, Europe, Mexico, Hong Kong, the Dominican Republic, and in the People’s Republic of China, which we refer to as the PRC or China.
On November 5, 2021, our predecessor NBG entered into an Acquisition Agreement with CAG to effect the Closing of the Combination which occurred on December 30, 2021, whereby NBG
purchased the Cenntro Shares to effect the Combination with the Acquisition Shares serving as good and valuable consideration. Immediately after the Closing of the Combination, we changed our name from “Naked Brand Group Limited” to “Cenntro
Electric Group Limited”.
Prior to June 30, 2022, the Company historically qualified as a ‘foreign private issuer’ for purposes of reporting under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and filing registration statements under the Securities Act of 1933, as amended (the “Securities Act”). As of June 30, 2022, or the end of the Company’s second fiscal quarter in 2022, the Company ceased to qualify as a “foreign
private issuer” as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. Accordingly, effective as of January 1, 2023, the Company became obligated to file reports with the SEC as a “domestic issuer” under the
Securities Act.
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The following diagram illustrates our current corporate structure as of the date of this report:
On March 22, 2013, Cenntro Motor Corporation (“CMC”) was registered in the State of Delaware. Mr. Peter Wang was the founder and sole director of CMC. CMC conducted
business to design and develop electric utility vehicles.
On January 28, 2014, Cenntro Automotives Group Limited (“CAG BVI”) was formed in British Virgin Islands to conduct electric vehicle related business worldwide outside of U.S.A. On January 29, 2014, CAG BVI acquired
CMC. CMC changed its name from “Cenntro Motor Corporation” to “Cenntro Motors Corporation” on August 5, 2014, and further changed from “Cenntro Motors Corporation” to “Cenntro Automotive Corporation” (“CAC”) on October 7, 2014.
On July 20, 2015, CAG BVI acquired Sinomachinery Equipment Limited, a Hong Kong corporation with its manufacturing subsidiary in PRC, Zhejiang Sinomachinery Co., Ltd. (“Zhejiang Sinomachinery”). Sinomachinery
Equipment Limited was renamed Simachinery Equipment Limited on November 2, 2015. Zhejiang Sinomachinery registered Zhejiang Xbean Tech Co. Ltd. in PRC on December 28, 2016.
On August 22, 2014, Cenntro Motors Group Limited was formed in Cayman Islands, which was renamed as Cenntro Automotive Group Limited (“CAG Cayman”) on October 15, 2014.
On February 15, 2016, CAG Cayman formed its subsidiary, Cenntro Automotive (Hong Kong) Limited (“CAG HK”) in Hong Kong. On March 2, 2016, CAG HK changed its name to “Cenntro Automotive Group Limited”. Subsequently
CAG HK took over all Hong Kong and mainland China subsidiaries of CAG Cayman.
On May 6, 2015, CAG HK registered Hangzhou Cenntro Autotech Co., Ltd. (“Autotech”) in PRC.
On May 26, 2016, CAG Cayman merged with CAG BVI and CAG Cayman being the surviving entity. After the merger, all shareholders of CAG BVI automatically became the shareholders of CAG Cayman and the percentage of
ownership unchanged. CAG Cayman inherited and took over all existing rights, assets and liabilities of CAG BVI. Subsequently CAG BVI was closed and cancelled. CAG Cayman became the controlling parent company to continue carrying out the business
plan and operations.
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In August 2016, Autotech acquired 100% equity interest of Hangzhou Hengzhong Tech Co., Ltd. (“Hengzhong Tech”) in PRC.
On June 5, 2017, CAG HK registered Hangzhou Ronda Tech Co., Ltd. (“Ronda”) in PRC.
In January 2018, Autotech acquired 100% equity interest of Shengzhou Cenntro Machinery Co., Ltd. (“Shengzhou Machinery”) in PRC.
On December 19, 2018, CAG HK registered Zhejiang Tooniu Tech Co., Ltd. (“Tooniu”) in PRC, which was relocated and renamed Jiangsu Tooniu Tech Co., Ltd. on November 24, 2022.
On January 20, 2021, CAG HK registered Zhejiang Cenntro Machinery Co., Ltd. (“Zhejiang Machinery”) in PRC to take over and replace Shengzhou Machinery, which is now dormant.
On March 3, 2022, Cenntro Electric Group, Inc. (CEGI) acquired 100% shares of Blitz F22-1 GmbH, a shell company registered on January 13, 2022 in Germany, and then renamed it
Cenntro Electric Group (Europe) GmbH.
On March 23, 2022, CEGI acquired 65% of equity interest in Tropos Motors Europe GmbH (“TME”), a wholly owned subsidiary of Mosolf, and renamed TME to Cenntro Automotive Europe GmbH (“CAE”). On
January 31, 2023, CEGI further acquired from Mosolf the remaining 35% equity interest in CAE.
On May 23, 2022, we dissolved both of our previously dormant Nevada subsidiaries Naked Brand Group, Inc. and Naked Inc.
On June 8, 2022, Cennatic Power, Inc. ("Cennatic”) was incorporated under the laws of the state of Delaware as a wholly-owned subsidiary of Cenntro Automotive Corporation. Cennatic in turn
incorporated Cennatic Energy, S. DE R.L. DE C.V. in Mexico on August 24, 2022. Cenntro Automotive Corporation later transferred all shares in Cennatic Power to Cenntro Electric Group, Inc. on September 30, 2022.
On November 30, 2022, CAC set up a 99% subsidiary Cenntro Electric CICS, S.R.L. in Dominican Republic.
On December 12, 2022, CEGI incorporated its fully subsidiary Cenntro Electric B.V. (“CEBV”) in the Netherlands. CEBV further established a wholly-owned subsidiary in Turkey named Cenntro
Elektromobilite Araçlar A.Ş on February 21, 2023.
On January 16, 2023, CAC incorporated its wholly-owned subsidiary Cenntro Automotive S.A.S. in Colombia.
On January 31, 2023, CEGI incorporated its wholly-owned subsidiary Teemak Power Corporation in the state of Delaware. On May 17, 2023, Teemak formed its wholly-owned subsidiary Teemak
Power (Hong Kong) Limited in Hong Kong.
On February 14, 2023, CEGI acquired all shares of Avantier Motors Corporation, a company incorporated on November 17, 2017, in the state of Delaware. Avantier has not been
operating since incorporation. On March 13, 2023, Avantier formed its wholly-owned subsidiary Avantier HK in Hong Kong.
On March 29, 2023, CAC incorporated its wholly-owned subsidiary Cenntro Electric Colombia S.A.S. in Colombia.
On May 8, 2023, CEBV established a wholly-owned subsidiary in Italy named Cenntro EV Center Italy S.R.L.
On May 19, 2023, CEBV acquired 100% of equity interest in Cenntro Elecautomotiv, S.L. in Spain from an individual Don Yong Wang.
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Holding Foreign Companies Accountable Act
Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), if the Public Company Accounting Oversight Board (the “PCAOB”), is unable to inspect an issuer’s auditors
for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”) which found that the PCAOB was unable to inspect or
investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative
Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the Determination Report identified the specific registered public accounting firms which are subject to these determinations. On
December 23, 2022, United States Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges
if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. If trading in our Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully
investigate our auditor at such future time, Nasdaq may determine to delist our Ordinary Shares.
On August 26, 2022, the PCAOB signed the SOP Agreements with the CSRC and China’s Ministry of Finance. The SOP Agreements established a specific, accountable framework to make possible complete
inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law.
On December 15, 2022, the PCAOB announced its completion of inspections and investigations of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022.
Accordingly, the PCAOB vacated its Determination Report. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2022, after we file our annual report on Form 10-K
for such fiscal year. However, whether the PCAOB will continue to conduct inspections and investigations of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely to its satisfaction is subject to
uncertainty and depends on several factors out of our, and our auditor’s, control. Such factors include positions taken by authorities of the PRC. We expect the PCAOB will continue to demand complete access to inspections and investigations to
accounting firms headquartered in mainland China and Hong Kong in the future and the PCAOB has stated that it has made plans to resume regular inspections in early 2023 and beyond.
Under the HFCAA, the PCAOB is required to make its determination on an annual basis with regards to its ability to fully inspect and investigate accounting firms based in mainland China and Hong
Kong. The possibility of being a “Commission-Identified Issuer” under the HFCAA and risk of delisting could continue to adversely affect the trading price of our securities. Should the PCAOB again encounter impediments to inspections and
investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, the PCAOB will issue new determinations under the HFCAA as and when appropriate.
Our current auditor, Guangzhou Good Faith CPA LTD (“Good Faith”,), the independent registered public accounting firm that issues the audit report included in this
annual report on Form 10-K, as a firm registered with the PCAOB (PCAOB ID:2729), is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Good
Faith, whose audit report is included in this report, is headquartered in Guangzhou, China. While our auditor is based in the PRC and is registered with PCAOB and subject to PCAOB inspection, in the event it is later determined that the
PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading of our securities to be prohibited under the HFCA
Act, and ultimately result in a determination by a securities exchange to delist the Company’s securities. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular
inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations
with the HFCA Act, if needed.
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Transfers of Cash to and from Our Subsidiaries
Cash transfers through the Company since inception are primarily attributed to: 1) capital contribution from the Cenntro Electric Group Limited (“CEGL”) to its
subsidiaries; 2) shareholder loans from CEGL to its subsidiaries; or 3) payment from one group company to another through intercompany transactions. During the year ended December 31, 2022, the total material cash transfer of other assets
within the organization was approximately USD 44.5 million. The transfer consisted of approximately $12.0 million loan from CEGL, to Cenntro Automotive Group Limited, a wholly owned Hong Kong subsidiary (“CAGHK"), and approximately $7.0 million
loan to Cenntro Automotive Corporation, a wholly owned Delaware subsidiary (“CAC”). There was nocash amount transferred from the operating subsidiaries to the holding companies during the year 2022 in
the form of loans, advances, or dividends. As of the date of this filing, noneof our operating subsidiaries have made any dividend or distributions to the holding company or through the intermediate
holding companies, or to investors including U.S. investors.
Our subsidiaries are permitted to pay dividends to us only out of their accumulated profits. Additionally, each of our subsidiaries in the PRC must make appropriations from
after-tax profit to a statutory surplus reserve fund. The reserve fund requires an annual appropriation of 10% of after-tax profit (determined under accounting principles generally accepted in the PRC at each year-end) after offsetting
accumulated losses from prior years until such reserve reaches 50% of the subsidiary’s registered capital. The reserve fund can only be used to increase the registered capital and eliminate further losses of the respective companies under PRC
regulations. These reserves are not distributable as cash dividends, loans or advances. A PRC company cannot distribute any profits until any losses from the prior fiscal years have been offset. Profits retained from prior fiscal years may be
distributed together with distributable profits from the current fiscal year. Total restrictions placed on the distribution of the Company’s PRC subsidiaries’ net assets were approximately $71.6 million, or 35.7% of the Company’s total
consolidated net assets as of December 31, 2022.
In addition, under the regulations of the State Administration of Foreign Exchange of the PRC (“SAFE”), Renminbi is not convertible into foreign currencies for capital
account items, such as loans, repatriation of investments, and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.
Our Industry
The EV Market
According to a January 2022 report by Allied Market Research, the global EV market was valued at approximately $163.01 billion in 2020 and is projected to reach approximately
$823.75 billion by 2030, representing a compound annual growth rate of 18.2% from 2021 to 2030. Factors such as increases in demand for fuel-efficient, high-performance and low-emission vehicles, along with stringent government rules and
regulations toward vehicle emissions are expected to drive the growth of the electric vehicle market.
Many governments around the world, including the United States, China, Germany, and various other European countries, are regulating vehicle emissions and fuel
economy standards and offering incentives to commercial and government operators to purchase more energy efficient vehicles. The mitigation of greenhouse gas emissions from ICE vehicles is an integral part of various nations’ strategies to meet
the objectives of the 2015 Paris Agreement, which the United States rejoined in February 2021. As of the date of this report, over 25 countries have made announcements regarding their intention to phase out ICE vehicles include the following:
• China: End production and sales of ICE vehicles by 2040;
• France: Ban the sale of ICE cars by 2040;
• Japan: Incentive program in place for EV sales; and
• United Kingdom: Ban the sale of new ICE cars starting in 2030.
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In the United States, the Biden administration announced plans to put the United States on a path to achieve net-zero emissions,
economy-wide, by no later than 2050. Several states in the United States have also announced the ban of new ICE vehicles including California by 2030 and New York by 2035. In 2021, President Biden signed
an executive order that mandates the replacement of all civilian federal vehicles, over 600,000 vehicles, with U.S.-made clean and zero-emission vans, trucks and passenger vehicles. The Biden administration has also announced a goal of building
more than 500,000 EV chargers across the United States and has expressed its support for an expansion of federal tax credits and incentives targeted at EVs and EV manufacturing. In August 2021, the Biden Administration announced that it had set
the goal for half of all new vehicles to be electric by 2030, as part of a plan that also includes construction of a nationwide network of charging stations and various financial incentives to consumers and auto industry companies. In November
2021, President Biden signed the $1.2 trillion bipartisan infrastructure bill into law, which bill includes $7.5 billion for electric vehicle charging infrastructure, $3 billion to support the domestic battery material processing industry and $3
billion to support the development of domestic battery manufacturing and recycling facilities. We believe the Biden administration’s strong support for EVs and renewables will encourage an even more rapid shift from ICEs to EVs in the United
States, particularly in the commercial vehicle market. In August 2022, the Inflation reduction Act was signed into law marking the most significant action the U.S. Congress has taken to invest in clean energy and climate change. The Inflation
Reduction Act, among other actions includes a federal tax credit for up to 30% of the sales price for commercial EVs. The Inflation Reduction Act also allocates significant incentive funds under the Diesel Emission Reduction Act program for use
in the commercial EV market. Further, in February 2023, the Biden Administration announced the latest set of actions aimed at further enhancing the U.S. EV Charging Infrastructure network.
Incentive programs and new regulations affecting passenger and commercial vehicles vary by country. However, there is strong sentiment to reduce global greenhouse gas emissions
from leading governments. For heavy-duty vehicles, the European Union mandated a 15% reduction in CO2 emissions (from 2019 levels) by 2025 and a 30% reduction target (from 2019 levels) by 2030. Also, by 2025, manufacturers will be required to
ensure that at least a 2% market share of the sales of new vehicles is made up of zero-and-low-emission vehicles to counteract steadily increasing road traffic emissions. For light-duty vehicles, the European Union has mandated a 15% reduction in
CO2 emissions by 2025 and a 31% reduction target by 2030. The European Union may impose financial penalties on vehicle manufacturers for failure to achieve certain CO2 emission targets imposed on such manufacturers, with such penalties scaling
upward based on the level of CO2 emission exceedance for their vehicles. We believe that increasing government regulations and incentives, together with shifting consumer preferences, will encourage significant growth in the market for ECVs.
Last-mile Delivery and City Services
The last-mile delivery market in the United States and the European Union is quickly expanding, driven by the rapid growth in the e-commerce industry resulting from consumer
preference for faster deliveries, significant increases in online purchases resulting from COVID-19 and governmental focus on low emission urban logistics models. We believe consumer behavior will accelerate the online transformation of retail
businesses and the expected need for efficient last-mile delivery ECVs.
We believe there is a growing sustainability trend among companies to reduce their carbon footprint and incorporate ECVs into their commercial delivery fleets. A number of
well-established companies, such as Amazon, FedEx, UPS and Walmart, have made announcements about their intentions to reduce CO2 emissions and/or become carbon-neutral by a specified future date. A number of these companies have committed to
purchase large quantities of ECVs (some of which are not yet commercially available) to transition their fleets over the next several years, with a focus on enhancing their last-mile delivery services, as well as lowering their operating costs,
all while reducing their carbon footprint.
Our Products
As an electric commercial vehicle (“ECV”) provider, we have developed a full line of vehicle models to meet the market demand and fit various commercial needs and
applications. As of the date of this report, we offer seven series of commercial vehicle models that are ready to be sold on the global markets.
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The Metro®
The Metro® is a customizable ECV used in commercial applications such as city services (i.e., street cleaners, firetrucks and garbage trucks) and last-mile delivery. The Metro®
was “born electric,” meaning that, unlike many other ECVs that are converted from existing ICE designs, the Metro® was purpose-built from inception to be highly energy efficient and providing for a greater range, implementing a number of
proprietary design elements, including a lightweight structure and efficient power system.
The Metro® chassis is designed with a unique cab-forward feature. By moving the cab of the Metro® forward over the front wheels, we have been able to increase its cargo volume
ratio and decrease the cost of materials used in its manufacturing. In addition, the chassis of the Metro® has been designed to support a variety of fittings, allowing the vehicle to be used for a number of different applications, which we
believe is a feature rarely offered by other ECV manufacturers and gives us the opportunity to market the Metro® to a wider array of potential end-users. We believe our lightweight chassis structure and cab-forward design of the Metro® enable
greater payload and cargo volume with lower vehicle weight and smaller vehicle size, compared to other like-size ECVs. Our modular vehicle design enables us to manufacture a wide range of variations of Metro® models around a uniform chassis
structure.
The Metro® complies with all applicable vehicle safety standards related to light-duty commercial vehicles in North America and the Asian and European countries in which it is
sold. The Metro® has passed N1 homologation requirements in Asia. We have obtained EU Small Series Type Approval for our new model of the Metro® under N1 vehicle classification, which includes an annual sales limitation of 1,500 units into the
European Union market. In the United States, the Metro® qualifies as a Neighborhood Electric Vehicle (an “NEV”) with low-speed modifications, and, as a result, is not required to pass the United States high speed front-end impact test. NEVs are
built to have a top speed of 25 miles per hour (40 km/h) and have a maximum loaded weight of 3,000 lbs. (1,400 kgs) and are classified by the United States Department of Transportation as low-speed vehicles. This qualification generally limits
the Metro® to roads with posted maximum speed limits of 35 miles per hour (56 km/h). Under the EU Small Series N1 Type Approval, the Metro® does not have comparable speed limitations in the European Union.
LogistarTM Series
LogistarTM Series are the vehicles for on-road applications with the gross vehicle weight rate (“GVWR”) under 19,500 lbs. It consists of Logistar 100 (LS100), Logistar 200 (LS200),
Logistar 260 (LS260), Logistar 300 (LS300), and Logistar 400 (LS400). LS100, LS200, and LS260 meet with European Union regulatory requirement and are mainly targeted for European markets, and LS300 and LS400 meet with U.S. regulatory requirements
and are mainly targeted for North American markets.
The LogistarTM 400 is a medium-duty electric commercial truck designed to meet the delivery requirements of tier 1 logistics companies as well as upfitters. The LogistarTM 400 is a
U.S. Class 4 (over 14,000 lbs.) truck under U.S. truck classification. It can be configured as a delivery van or a shuttle bus or equipped with a cargo box or a truck bed. In addition, the LogistarTM 400 can be upfitted for different applications
of city service, such as a vending truck, fire truck, garbage truck and repair truck. We expect that the most common use of the LogistarTM 400 will be for intra-city delivery. The LogistarTM 400 has a cargo volume that is over three times the cargo
volume of the Metro® and a payload capacity more than seven times the payload capacity of the Metro®. As of the date of this report, the homologation status of the LogistarTM 400 has been completed. On June 23, we received certification for our
LS400 by the California Air Resources Board (“CARB”) as a zero-emission vehicle in the state of California. The certification is awarded to vehicle manufacturers who meet specific emissions standards in compliance with California Air Resources
Board (“CARB”) regulations. In December 2022, the LS400 previously received its certificate of conformity from the United States Environmental Protection Agency (“EPA”). Because we received credentials from both CARB and the EPA, we can now sell
our LS400 in every state throughout the U.S.
We have also designed the LogistarTM 200, a multi-purpose vehicle customized for transporting light goods specifically for the EU market. The LogistarTM 200 is
designed to qualify as an N1 category truck in the European Union and is available in three models: (i) as a van, (ii) as a flat-bed truck, and (iii) as a cargo truck. Each
of the three models is specialized for last-mile delivery, city delivery and city services. We completed homologation of the LogistarTM 200 in the European Union in January 2022 and it is commercially available in the EU market, and countries
that adopt EU vehicle homologations.
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The LogistarTM 260, or LS 260, is positioned above the Logistar 200
and defines a new size in the van segment. With dimensions of 5.50 meters long, 1.85 meters wide and a height of 2 meters, the LS 260 offers a cargo space of 7.5 cubic meters or 265 cubic feet, two side loading doors and convenient rear doors
with a loading opening of up to 270°. The load volume, payload and range of the LogistarTM 260 will be targeted for a wide range of applications in the trades, couriers, express and parcel services, logistics solutions, and facility
management. As of the date of this report, the LS 260 passed all homologation tests in accordance with European Union (EU) standards and requirements and receive EU type approval.
The LogistarTM 100, or LS 100, is a versatile, compact light cargo van purpose-built to serve diverse commercial applications, especially in population-dense urban areas.
The vehicle has a range of 74 miles (118 kilometers) (WLTP), 1151 lbs. (525 kg) of payload, and a cargo capacity of 73.3 cubic feet (2 cubic meters). The combination of its cargo space and multiple entry points at the side and rear of the
vehicle makes the LS100 ideal for multiple applications, including package delivery, trade and maintenance services, hospitality, and catering. The LS100 completed all homologation tests in compliance with the standards and requirements of the
European Union (EU) in July and received type approval from the EU in August. As a result, and as of the date of this report, the LS100 is eligible for sale in all 27 EU member states and other countries that adopt EU vehicle homologation
standards.
In January 2023, we introduced the LogistarTM 300 (LS300) in a full-size van segment. The LS 300 sets a new benchmark for all electric commercial work trucks. This model
boasts 370 cubic feet of storage space and a payload of 3307 lbs. along with a range of 270 miles. The vehicle will also be made available either as a van or as cab chassis that may be customized.
LogiMax Series
The LogiMax Series includes vehicle models of U.S. Class 8 with GVWR over 26,000 lbs. There are two vehicle models within this series which include: the LogiMax 800 (LM800) and
LogiMax 864H (LM864H). The LM800 is powered by electricity while the LM864H is hybrid model powered either by electricity or hydrogen. We are in the process of ensuring that both the LM800 and LM864H will meet U.S. regulatory requirements for
North American markets.
The LogiMax 864M (LM864H) is a 6x4 semi-tractor hydrogen fuel cells. The LMH864 has a total weight of 25 tons and is
designed for short- and long-haul applications. The semi-tractor’s electric motors are fully powered by high-efficiency sustainable hydrogen fuel cells with eight 210-liter banks that convert hydrogen into electric power by combining it with
oxygen, producing only water as byproduct. Additionally, the LMH864 has an operational range and refueling time comparable to many diesel trucks making it suitable for longer distances and heavy, energy-intensive responsibilities in areas
where battery charging is limited. The LMH864 represents an additional zero emissions product choice from Cenntro that is performance-heavy despite also being a sustainable vehicle. As of the date of this report, we expect the LMH864 to be
available for commercial use in late 2023 pending homologation. As of the date of this report, we intend to launch initial sales of the LM864H in North America and Europe.
TeemakTM Series
Our TeemakTM Series includes two vehicle models, The TeemakTM and TeemakTM TB. The TeemakTM is designed for off-road applications for utility or leisure use. The TeemakTM TB is
designed for agricultural and forestry uses and currently meets all EU vehicle type regulatory requirements.
AvantierTM Series
The AvantierTM Series are our micro ECV models. This series includes two vehicle models, the AvantierTM c and the AvantierTM α. They are smaller in size and are purpose-build for dense urban uses. The AvantierTM c is a two-seater while AvantierTM α is a
four-seater ECV.
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Antric One
The Antic One is a cargo bike designed for last mile city logistics. It is especially designed for- and useful in-narrow city streets and pedestrian zones. One
unique selling proposition for the Antic One compared to other vehicles is, that the Antic One is a cargo-bike. Thus, no driver’s license is required to operate it and the Antic One is permitted to use bike lanes, what makes the vehicle
particularly agile in dense city centers. Another advantage includes the Antic One’s exchangeable batteries. A battery-swap for the Antic One takes less than a minute and each swap enables the driver to ride for approximately 50 km. Compared to
other cargo bikes the Antric One has a robust construction, cargo volume and payload (>2m3 volume,
270kg payload in the container). The production for Antic One began in November 2022. By August 2023 we estimate the production of the advanced version of the Antric One will commence. We intend for the advanced version to be less expensive to
produce while maintaining its high quality. We intend to include new features to this second generation Antic One that will make riding easier and more comfortable.
Cenntro iChassisTM
As a technology leader, we developed Cenntro iChassisTM, which was previously referred to as the ePorteeTM, an open-platform and programmable (‘smart’) chassis product. The
iChassisTM is designed to be a basic modular building block for use by automakers and special vehicle upfitters in the design of automated or autonomous driving vehicles.
Through our advancements in vehicle digitization and digital control (‘drive-by-wire’) capabilities, we commercially launched this product as an industry pioneer. The Cenntro
iChassisTM allows third-party developers to integrate detection devices (i.e., lidar, radar, ultra-sound, infrared and other sensory devices) and third-party or proprietary decision-making software to permit vehicles based on the programmable
chassis to be driven autonomously. We sold three iChassis in 2022.
Our Product Development and Manufacturing Process
Our capability of vehicle development is at the core of what we believe positions us to effectively compete in the ECV market. Since inception in 2013 through
December 31, 2022, we have spent approximately $81.5 million in research and development activities related to our operations, developing various technologies and products, including the following:
Vehicle Development
We have allocated resources and efforts for vehicles that we believe the market demands. We have developed eight vehicle models: Metro®, LS100, LS200, LS260, LS300, LS400,
TeemakTM, and AvantierTM. In addition we have introduced our LM864H hydrogen fuel-cell powered semi-tractor. Moreover, we are in the process of developing the LS450 (class 4) and LM800 (class 8) electric vehicle models for the US market . We
believe successful vehicle development will put us in a position to become a leading ECV provider who offers a full line of electric and hydrogen powered commercial vehicles.
Vehicle Charger Development
We have developed level 2 AC chargers (7kw/10kw) and level 3 DC chargers (120kw), which have received EU CE and US ETL certificates. These chargers will support the charge of the
vehicles that we sell to our customers as well as the vehicles that are made by other auto manufacturers as long as they meet the EU (Mennekes/CCS2) and USA (J1772/CCS1) standards.
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Electric vehicle chargers are essential for ECV users to charge their ECV for daily use. Many ECV users require to install their own charging stations instead of relying on public
charge stations. It would be more convenient and more practical if our customers could purchase their vehicle chargers directly from us when they buy ECVs from us. It will be guaranteed that the charger will work with our vehicle seamlessly.
Manufacturing
We have established an asset-light manufacturing business model under both a distributed manufacturing model and original equipment manufacturing (“OEM”) model. Our distributed
manufacturing model focuses on the production of semi-knock down vehicle kits from our centralized manufacturing facilities which are then distributed for local final assembly. Alternatively, we work with tier-one automakers under our OEM model
who produce completed vehicles for us that meet our design and specifications.
Under our distributed manufacturing model, some of our vehicle models have a modular design that allows for local assembly in small factory facilities which require less capital
investment. We manufacture our own vehicle kits in our facilities in China where we leverage the economies of scale coupled with our matured supply-chain to efficiently manufacture vehicle kits.
Under our OEM manufacturing model, we contracted well established third-party automobile manufacturers, such as Dongfeng Motors Corporation, Chery, and Beijing Auto, to
manufacture vehicle kits and completed vehicles for us. In some cases, we provide technology and vehicle modules to the OEM contractors.
We believe our distributed manufacturing and OEM manufacturing methodologies allows us to execute our business plan with less capital than would be required by the traditional,
vertically integrated automotive model and, in the long-term, drive higher profit margins.
As of the date of this report, we have established and built six manufacturing and assembly facilities, Jacksonville and Freehold in United States, Changxing and Yangzhong in
China, Herne in Germany, and Monterrey in Mexico.
Our Distribution and Service Infrastructure
Up until approximately December 31, 2021, we outsourced the vast majority of the marketing and sales of our vehicles to third party “channel partners” and relied substantially on
private label channel partners to assemble the ECVs from vehicle kits that we manufactured in our China-based facilities. Our relationships with such third parties, our “channel partners,” have allowed us to forego expensive capital investments
in our own facilities and operate within our historic working capital limitations. We believe a wholly owned distribution and service infrastructure is very important to an automobile manufacturer, and we have decided to build our own
distribution and service infrastructure after we secured sufficient capital from the last reversed merging transaction. We are currently in the process of establishing our own distribution and service infrastructure.
To do so, we have invested in our own distribution and service infrastructure network which consists of regional electric vehicle centers (“EV Centers”), local dealers, and local
service providers. Our regional EV Centers are Cenntro wholly-owned subsidiaries, which sign up local dealers and service providers to become Cenntro dealers and Cenntro service providers. By establishing these local dealers and service networks
regionally around our EV Centers, we will more seamlessly handle local sales and provide local services. Aside from developing local dealers and service providers and maintaining good relationships with them, our regional EV Center will also
handle regional corporate users, such as national fleets. As of December 31, 2022, we have established seven EV Centers in Dusseldorf, Germany, Barcelona, Spain, Casablanca, Morocco, Hangzhou, China, Santo Domingo, Dominican Republic,
Jacksonville and Freehold, USA.
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Our Parts Distribution System (“PARDISYS”)
We believe an effective and efficient parts distribution system is important for vehicle after-market support and customer satisfaction. Therefore, we have invested resources
and are in processing of building a cloud-based parts distribution system. This cloud-based parts distribution system will allow us to provide and timely deliver our spare parts to our service providers and customers globally. The cloud-based
system will also keep our parts inventory leaner and more responsive in order to better manage our working capital more efficiently.
In order to satisfy that goal, we established two production-side parts warehouse in Changxing, China and Yangzhong, China which store our produced parts that can be locally
sourced on a global scale. Our warehouses can send the parts globally in response to orders from our website that customers can place. Based on the local demand data, our cloud-based parts distribution system will make determinations on when to
send certain parts from production-site warehouses to remote warehouses for quicker local delivery. As of December 31, 2022, we have established four remote parts warehouses in Dusseldorf in Germany, Barcelona in Spain, and Freehold, New Jersey
and Jacksonville, Florida.
Our Battery Technology and Production
One of the key components in the EV industry is the battery. The battery is a key differentiator not just because of associated costs of manufacturing it, but because of
technological investments needed to extend the range and safety of EV operation.
To that end, we have developed technology for an advanced lithium iron phosphate (“LFP”) battery that will be safer while lowering overall cost, and providing a longer battery
life. Our advanced LFP battery technology will provide EVs a large power output that is fast charging without causing damage the battery. With a large battery cell capacity, it can support both commercial vehicles and the need for large
capacity power storages. In order to build out this LFP battery we use lithium iron phosphate (LiFePO4) as cathode, graphite as anode, and a proprietary electrolyte. We have purchased the battery production line, that is designed and made by a
third-party equipment designer and manufacture from China to our specifications.
We have established a battery manufacturing facility in Monterrey, Mexico to produce our advanced LFP battery, and as of the date of this report, we are waiting for the
installation of purposely built production lines.
Sales and Marketing
We believe that the quality and reputation of our products and our distribution and service infrastructure will support the company’s goals to retain and attract new customers.
We distribute and sell our products to our end-customers through our wholly-owned EV Centers and through our network of Cenntro dealers and
distributors. Previously, Cenntro sold its products through a channel partner network which enabled each partner to distribute products under respective private labels. While this model offered benefits of
leveraging sales through each partners customer network; are partners ‘white labeled’ our vehicles which diluted our brand value and placed too much of Cenntro’s reliance in each channel partner’s ability to conduct marketing in order to
drive sales. With the expansion of our product lines, our ECV distribution model required a shift from strict reliance on channel partners to a hybrid model that utilizes both select channel partners and combines direct sales with established
regional dealers and branded EV Centers
Under a strictly channel partner distribution model, we had little control over sales and quality. Through our EV Center model, we will have better assurance of our product
quality, reduce our overhead, improve customer satisfaction and enhance our brand recognition. Furthermore, our EV Center model will allow us to distribute our products directly in US as well as through established dealers and resellers.
This hybrid model will enable the company to scale to meet demand, provide enhance control of the marketing and sales of its products, and parts support. Our EV Centers have become the hub for distribution and provide marketing, technical training, logistical, and after-market support to Cenntro’s regional dealers, strategic partners and customers. Further, Cenntro’s EV Centers work with well-established commercial vehicles dealers to build out and scale markets. We believe this hybrid model will serve us and our customers to
improve customer satisfaction and enhance our brand recognition.
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The Company’s distribution and service infrastructure also includes the development of a cloud-based parts distribution system as a global spare parts fulfillment
system. This system will enhance the after-sales spare parts support for our appointed service providers as well as our enterprise customers in servicing our commercial electric vehicles.
Over the past year, Cenntro has significantly scaled its EV Center growth. In 2022 Cenntro added six EV Centers to our global
distribution system. Our first EV Center was in Dusseldorf, Germany. By the end of 2022, we opened additional EV Centers in Spain, Italy, Poland, Turkey, Morocco, and the Dominican Republic. In 2023, Cenntro opened two United States based EV
Centers in Jacksonville, Florida and Freehold, NJ. We expect Cenntro’s EV centers will support our distribution and sales goals,, better align our supply with demand, add capacity for scale, stability, and reduced logistics costs. To
achieve our sales and marketing goals, Cenntro is leveraging advanced cloud-based distribution technologies to move parts through our centers efficiently and accurately to better serve our global customers. As of the date of this report our nine EV Centers are located in Dusseldorf, Germany, Barcelona, Spain, Warsaw, Poland, Budapest, Hungary, Casablanca, Morocco, Istanbul, Turkey, Santo Domingo, Dominican Republic, Jacksonville,
Florida and Freehold, New Jersey.
In key strategic markets, including Japan, the Company has maintained channel partners relationships. For example, the company’s Japanese channel partner HW Electro, has
established deep relationships with renowned companies in Japan’s transportation and logistics sector. This channel partner has in turn represented and sold our brand and the company’s product line allowing Cenntro’s EVCs to gain early market
share.
Suppliers and Customers
Our Integrated Supply Chain
We have invested significant time and resources in developing a supply chain capable of providing all of the components and materials necessary to manufacture our ECVs. Our
integrated supply chain is comprised of over 300 suppliers located in China and various other countries. Our vehicle designs share many of the same component parts, including the battery module, battery control, motor control and vehicle control,
allowing us to achieve significant cost efficiencies in our supply chain. Generally, our suppliers undergo rigorous testing before we onboard them as a supplier, including quality and process auditing, product verification, regulatory compliance
and reliability testing. Our suppliers must demonstrate that they can consistently deliver their specialized parts on time, while meeting our quality and product specifications. Many of our components are based on Cenntro-developed designs, and
our suppliers are contractually restricted from selling our customized components to any third parties unless we discontinue our purchases from such suppliers.
Currently, materials and components for our Metro® are shipped to our Changxing facilities where we manufacture key components for and vehicle kits of our Metro® model and
integrate vehicle kits for assembly and shipment. Components for our new ECV models are shipped directly to our assembly and manufacturing sites that fully assemble vehicles for their local markets. Since substantially all of our manufacturing to
date has been conducted in China (through both our facilities and those of our manufacturing partners), sourcing our components in China has been more cost-effective than sourcing components outside of China, and we believe it has reduced risks
arising from shipping delays and importing inefficiencies.
In the long-term, through our deep supply chain development know-how, we plan to geographically expand our supply chain to support our planned growth. More specifically, we intend
to establish supply chain relationships in North America and the European Union to support our manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially the duties associated with importing our
components and spare parts from China. We believe we can reduce the overall cost of ECV assembly by shifting to a “merge in transit” model, whereby component shipments from suppliers, including local market suppliers, are consolidated at our
local assembly facilities for final ECV assembly.
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Historically, we have generally obtained components from multiple sources whenever possible, similar to other automotive manufacturers. However, a small number of components used
in our ECVs are purchased from a single-source, which we refer to as our single-source suppliers. For example, while several sources for the airbag module in the Metro® are available, we currently have only one supplier for this component. We
generally do not maintain long-term agreements with our single-source suppliers. The vast majority of our components have alternative sources and we do not anticipate that finding qualified alternative sources for any particular component,
including single-source supplier components, will be a material concern. For our new ECV models, we anticipate that in the short term, we will source substantially all components from single-source suppliers due to volume limitations and
efficiency concerns.
We use various raw materials in our business including aluminum, steel, carbon fiber, non-ferrous metals such as copper, lithium, nickel and cobalt, as well as key component
inputs such as semiconductors. The prices for these raw materials and key components fluctuate depending on market conditions and global demand. We believe that we have adequate supplies or sources of availability of the raw materials necessary
to meet our manufacturing and supply requirements. There are always risks and uncertainties, however, with respect to the supply of raw materials that could impact their availability in sufficient quantities or reasonable prices to meet our
needs. For example, beginning in late 2020, the automotive industry has been subject to a shortage of semiconductors due to a spike in demand and a series of supply chain issues relating to COVID-19.
We are currently implementing an industry standard SAP Hana/R4 Enterprise Resource Planning and Parts Distribution (“ERP”)
system to replace our previous ERP system to be the Company’s global ERP operating platform. The implementation is anticipated to be complete by the first quarter of 2024.
Our Growth Strategy
We intend to be a leading global designer, developer and manufacturer of a full range of ECVs from electric light models to and heavy-duty ECVs models. The key elements of our
growth strategy include:
To Expand Our Cenntro Branded Global Marketing sales and after-sales support network (i.e. EV Centers) to replace Channel Partner Network in selected countries
Until the end of 2021, we outsourced the majority of distribution and marketing for our vehicles to third party “channel partners”. Similarly, we substantially relied on private
label channel partners to assemble the Metro® from vehicle kits that we manufactured in our China-based facilities. While these relationships allowed the Company to forego expensive capital investments it significantly diluted our brand value and
left the Company fully reliant on third parties to scale markets for our ECVs. To further expand our market presence and control our growth we shifted our distribution strategy to our wholly owned and operated EV Centers. In conjunction with the
introduction of our new ECV models, we believe operating our own EV Centers will improve brand awareness, effectively scale market penetration and better align product supply to meet demand. Our EV Centers are established locally and provide for
local marketing, sales, technical and after-market parts support. Our regional EV Centers will also recruit and develop local dealers and service providers to support expansion of their local networks. As a result of the implementation of this
new go-to-market model, in the first quarter of 2022, we terminated two channel partners in the United States. In March 2023, we acquired 65% equity interest of TME and gained management controls of our largest channel partner in Europe based in
Germany. We rebranded TME to become Cenntro Automobile Europe (i.e. CAE).
During late 2021, Cenntro Automotive Corporation (“CAC”) began utilizing one of our two facilities in Freehold, New Jersey for the trial production of our LogistarTM 400 model. We
also have established a European Operations Center in Dusseldorf, Germany, which provides marketing support, after-market support and spare-parts warehousing for the European market, as well as warehousing services with a logistics company in
Budapest, Hungary to house spare parts for our ECVs. We established a local assembly facility in Jacksonville, Florida, where we plan to scale assembly of the LogistarTM 400, the Metro® and the TeemakTM for distribution in the North American
market. We believe maintaining a local assembly facility in Germany will provide us with access to well-established hardware and logistics systems and trained personnel. We began trial assembly operations at the Jacksonville facility in March
2023. We expect that our full acquisition of TME will allow us to expand local assembly capacity in the European Union for production of our EU ECV models, including the LogistarTM and the Metro® series.
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During 2022, we began to establish a hybrid distribution model that combines our EV Centers, established dealers with select channel partners. We believe that transitioning our
third-party reliant distribution model to a hybrid model will enhance brand recognition, provide economic advantages and reduce time to market for our ECVs.
To Brand our Global Market Sales and After Sales Support Network via our EV Centers
Our manufacturing model has traditionally relied on developing supply chain relationships with component vendors and specifically through a network of third-party supply
partners. From 2022 onwards we shifted our focus from solely investing in our own manufacturing capabilities to t a contract manufacturing strategy. To this end, we work closely with proven tier one suppliers for components and parts in
order for the Company to utilize a less capital intensive path to product development. Correspondingly, we also re-aligned our distribution model from a majority of channel partners and country importers to building our own branded local EV
Centers. Our regional EV Centers are wholly-owned subsidiaries that distribute, market, and sell parts in addition to providing after market support for Cenntro EVCs. Our implementation strategy focuses on setting EV Centers in targeted local
regions to distribute our ECVs mainly through local dealer networks and value-added re-sellers. Our EV Centers also develop local dealers and service their local networks. to become Cenntro dealers and Cenntro service providers Aside from
developing local dealers and service providers while maintaining good relationships with them, Cenntro’s regional EV Centers manage regional strategic accounts, including national fleets.
We believe our strategy to manage and support our own EV Center distribution network will distinguish Cenntro from other traditional EV automakers and build a solid
distribution and service infrastructure in local markets. We believe this shift will enhance our market penetration, and ability to be more responsive to market feedback and customer input. Local EV Centers will bolster our local presence in
sales markets to help Cenntro become perceived and associated with better products and while enhancing our ability to provide hands-on service.
As of the date of this report, our distribution and service infrastructure consists of four EV Centers in Europe, three EV Centers in North & Central America, one EV
Center in Turkey and one EV Center in Morocco. In 2023 we will expand more EV Centers to cover the Asia-Pacific and South America markets.
To Regionalize Manufacturing and Supply Chain
We plan to regionalize the manufacturing and supply chain relating to certain key components of our ECVs, such as vehicle frames and
battery packs, in the geographic markets in which our ECVs are sold. In the long-term, through our deep supply chain development know-how, we plan to geographically expand our supply chain to support our planned growth. More specifically, we
intend to establish supply chain relationships in North America and the European Union to support our manufacturing and assembly needs in these markets, thereby reducing the time in transit and potentially the duties associated with importing our
components and spare parts from China. We believe we can reduce the overall cost of ECV assembly in certain geographical markets by shifting to a “merge in transit” model, whereby component shipments from suppliers, including local market
suppliers, are consolidated at our local assembly facilities for final ECV assembly, in contrast with our current model which integrates all components into vehicle kits or fully assembled vehicles in our manufacturing facilities in China or our
manufacturing partners’ facilities. We believe that investing in the regionalization of our manufacturing and supply chain can ultimately provide significant benefits to us and our channel partners. We believe sourcing our ECV components and
manufacturing, assembling and selling our ECVs regionally can help us reduce costs associated with import/export taxes and shipping, further reducing vehicle production costs. In addition, we believe that regionalizing our manufacturing and
supply chain will help support and strengthen our brand in the markets in which our ECVs are sold, as our operations become integrated into those markets. We believe that our deep supply chain development know-how will provide us significant
advantages; however, currently, substantially all of our supply chain experience is limited to China. If we are unable to effectively manage the sourcing of our components and the responsiveness of our supply chain in areas outside of China, our
business and results of operations may be harmed. It is also likely that in the early stages of our supply chain expansion, we can expect most component sources will be single-source suppliers in areas outside of China.
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To Invest in our Enterprise Resource Planning and Parts Distribution Systems
To enhance vehicle after-market support and customer satisfaction, we believe an effective and efficient parts distribution system is important to develop. For this purpose, we have invested
resources and as of the date of this report, are in the process of building-out a cloud-based automobile parts distribution system (“PARDISYS”). This cloud-based automobile parts distribution system will allow us to more responsively provide and
timely deliver spare parts to our service providers and global customers while maintaining a well-managed minimum parts inventory.
As of the date of this report, we established two production site parts warehouse in Changxing, Zhejiang province and Yangzhong, Jiangsu province in China. These warehouses store our parts that
are produced or sourced locally. These warehouses can send the parts globally based on the orders from our website that customers can place globally. Based on the local demand data, the system is expected to source certain parts from
production-site warehouses to a remote parts warehouse for quicker local delivery. As of December 31, 2022, we established four remote parts warehouses in Dusseldorf, Germany, Barcelona, Spain, Freehold, New Jersey and Jacksonville, Florida.
To Expand Our Product Offerings
We began pilot production of our first-generation, U.S. Class 1 (0 - 6,000 lbs.), light-duty commercial vehicle, the Metro®, in 2018, and, as of December 31, 2022, we have sold
more than 4,090 Metro®units throughout Europe, North America and Asia. Utilizing our proprietary design and technology, we subsequently launched six EVCs including The LogistarTM 400 U.S. Class 4 (over
14,000 lbs.) medium-duty commercial vehicle for North America. The LogistarTM 200, designed to meet the European Union N1 Class truck requirements, the Neibor® 150, designed to meet the European Union and
UK L7e Class requirements, in the European Union and the UK, in the European market, and the TeemakTM, an off-road electric commercial vehicle.
The Logistar 260, or LS 260, is positioned above the Logistar 200 and defines a new size in the van segment.. The load volume, payload and range of the Logistar 260 will
be targeted for a wide range of applications in the trades, couriers, express and parcel services, logistics solutions, and facility management. The LS 260 passed all homologation tests in accordance with European Union (EU) standards and
requirements and received EU type approval.
The Logistar 100, or LS 100, is a versatile, compact light cargo van purpose-built to serve diverse commercial applications in population-dense urban areas. The LS100 completed
all homologation tests in compliance with the standards and requirements of the European Union (EU) in July and received type approval from the EU in August. The LS100 is eligible for sale in all 27 EU member states and other countries that
adopt EU vehicle homologation standards.
In January 2023, we introduced the Logistar 300 (LS300) in a full-size van segment. The vehicle will also be made available as a van and as cab chassis that may be customized
and will initially be offered for The North American market.
We have also expanded our product line with the LogiMax series for the heavy duty market. The LogiMax 864M (LM864H) is a 6x4 semi-tractor hydrogen fuel cells. As of the
date of this report, we expect the LMH864 will be available for commercial use in late 2023 pending homologation approvals. As of the date of this report, we intend to initially launch sales of the LM864H in North America and Europe.
The TeeMak is an off-road vehicle designed to meet the demands of farms and ranches, corporate campuses, warehouses, construction sites, or trailing and hunting.
Our pipeline includes the Neibor® 300, an L7e Class compact electric commercial vehicle designed to complement the smaller Neibor® 150 in the European and UK markets, and the
ePorteeTM programmable chassis, which we also refer to as the Cenntro iChassis, which became commercially available in quarter four of 2022.
To Invest in Advanced Battery Packing Technology
We have invested resources in the research and development not only of ECV design and manufacturing processes, but also in digitally enabled components, intra-vehicle
communication, vehicle control and vehicle automation, or what we collectively refer to as “vehicle digitization,” as well as in the improvement of lithium battery technology. We have developed a prototype system-on-chip (which we sometimes
refer to as an “SOC”) for vehicle control and an open-platform, programmable chassis, with potential for both programmable and autonomous driving capabilities. We have also designed and developed in-house a proprietary telematics box, sometimes
referred to as a T-Box, which allows our ECVs to send and receive data relating to location, speed, acceleration, braking and battery consumption, among others, to end-users. Additionally, our engineers have worked closely with certain of our
qualified suppliers to co-design digitally enabled components in areas such as steering, braking, acceleration and signaling.
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With the global trend toward reducing the number of internal combustion engine (“ICE”) vehicles, electric-battery and fuel cell technologies stand out as strong alternatives.
Prior to COVID-19, battery costs significantly decreased over the past decade, and in the long run, prices are expected to continue to fall. According to research service Bloomberg NEF (“BNEF”), lithium-ion battery pack prices decreased from
above $1,200 per kilowatt-hour in 2010 to $132/kWh in 2021 in real terms, representing a decline of approximately 89%. Although battery pack prices have recently increased and may continue to increase in the near-term due to the rising price of
lithium as a result of COVID-19 and other factors, we anticipate that battery prices will continue to decrease in the long-term. BNEF forecasts that by 2024, average prices are expected to fall to below $100/kWh, though such reductions in average
price may be delayed due to higher raw material prices in the near term. As investment in battery technology continues to increase, we believe these cost reductions will continue to improve the economics of battery-powered ECVs.
Batteries are and remain, one on of the key components in the EV industry. With the anticipated demand for EVs, it is increasing important for OEMs to control their own battery supply. To
address this need, in August Cenntro announced the establishment of a separate operating division and wholly owned U.S. subsidiary Cennatic Power Inc. to manufacture advanced lithium-ion batteries to be used for its electric commercial
vehicles. Our Cennatic facility is in Monterrey, Mexico. Construction of the building was completed in late 2022. The facility will commercially produce lithium-ion batteries with advanced features including greater temperature tolerance,
faster charging time, safer operating parameters, longer life cycles and cost efficiencies. Our decision to bring the production of essential battery technologies and manufacturing process in-house can accelerate the development of our electric
commercial vehicles and reduce our supply chain dependency on external suppliers. The facility’s strategic location in Mexico provides for competitive production and complements our strategy to open assembly plants that are in customers’
markets.
To Expand Market Breadth and Depth
We expect to increase our market share in the current markets where our ECVs are sold, while simultaneously penetrating new markets worldwide. Aside from the Europe and US market,
we are expanding our operations to select markets, such as Morocco, the Dominican Republic, and Turkey.
The following table summarizes the breakdown of our revenues by region for the years ended December 31, 2022 and 2021, respectively:
For the Year Ended December 31,
$ % $ %
We are currently targeting new markets where local governments have begun incentivizing a shift from ICEs to EVs. We intend to expand our reach in these markets with the efforts
and market knowledge of our existing channel partners as well as by forming new partnerships and leveraging our increased brand recognition.
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To Emerge as a Key Developer of Autonomous Driving Solutions
We intend to continue to invest in chassis digitization and smart driving technology. We have developed the ePorteeTM, which we also refer
to as the Cenntro iChassis, an open-platform and programmable vehicle chassis with digital control capabilities. The Cenntro iChassis is designed to act as a basic and core execution unit of an automated or autonomous driving vehicle. It includes
application programming and communication interfaces that enable third-party autonomous driving vehicle developers to use this programmable chassis to develop various autonomous driving applications and fittings.
Competitive Strengths
We design, develop and manufacture ECVs in a cost-effective manner to enable us to compete favorably in the light- and medium-duty commercial vehicle market. In a fast-growing
industry, we believe our ability to adapt and evolve without jeopardizing the timing, quality, and quantity of the service through our agile and well-run structure has been proven through our forward-looking approach.
Unlike many of our competitors, our approach is future-focused while developing an asset-light, distributed manufacturing business model as opposed to generating short-term
revenues and unsustainable growth. This approach, paired with our values, tools and teams, has put us in a position to operate in the ECV market in a way that we believe our competitors cannot. We believe our competitive strengths position us
well to continue to grow our base of vehicles and capitalize on the expected growth in the light- and medium-duty ECV market.
Our Consistent Launch and Homologation of New and Innovative ECV Models
Over the past calendar year, we introduced five new ECV models, each of which are designed for specific geographic markets and to address
additional commercial applications. The LogistarTM 400 is a U.S. Class 4 (over 14,000 lbs.) medium-duty electric commercial truck designed to meet U.S. city delivery and service needs. The LogistarTM 400 is offered in four configurations:
cargo-box, van, flatbed truck, and basic chassis for upfitters. The LogistarTM 200 is a European Union N1 Class electric commercial vehicle designed to meet the European Union’s city delivery and city service requirements. The LogistarTM 200 was
homologated in the European Union in January 2022 and first became commercially available in the European market in February 2021. The LogistarTM 200, is a European Union N1 Class electric commercial vehicle designed to meet the European Union’s
city delivery and city service requirements. The Neibor® 150 is a European Union and UK L7e (heavy quadricycle) Class compact electric commercial vehicle designed to meet European neighborhood delivery and neighborhood service needs. The Neibor®
150 was homologated in December 2022 and first became commercially available in the European market in March, 2022. We have also developed the TeemakTM, an off-road electric commercial vehicle with essentially no homologation requirements in the
United States and limited certification requirements and are developing the Neibor® 300, a European Union and UK L7e (heavy quadricycle) Class compact electric commercial vehicle designed to complement the smaller Neibor® 150. See “Risk Factors-Risks Related to Our Business and Financial Results-Our future success depends on our ability to introduce new models and we may experience delays in launching and ramping up production of our new ECV models.”
We have also developed the ePorteeTM, which we also refer to as the Cenntro iChassis, an open-platform and programmable chassis product. The Cenntro iChassis is designed to be a
basic modular building block for use by automakers and special vehicle upfitters in the design of automated or autonomous driving vehicles. Through our advancements in vehicle digitization and smart components, we have equipped the Cenntro
iChassis with digital control capabilities. The Cenntro iChassis allows third-party developers to integrate detection devices (i.e., lidar, radar, ultra-sound, infrared and other sensory devices) and third-party or proprietary decision-making
software to allow for vehicles based on the programmable chassis to be driven autonomously.
We have also developed the TeemakTM, an off-road electric commercial vehicle with essentially few homologation and certification requirements in the United States. The
TeemakTM first became commercially available in the United States in December 2021.
The electrification of the global automotive industry has been a major policy focus of governments worldwide. Certain countries, such as the United States, China, Canada,
Germany, and various other European countries, have announced aggressive EV initiatives designed to reduce carbon emissions, through the replacement of fossil fuels, and have begun incentivizing the development and sale of ECVs through government
subsidy programs.
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Proven Record of Manufacturing and Distributing ECVs
We have manufactured light-duty ECVs since 2018. Our business to date has began to expand beyond Metro® into five other categories of ECV models to expand our reach in the global
ECV market. We believe we are well positioned to take advantage of the growing global ECV market, which has few mature competitors capable of manufacturing and delivering cost-effective and financially viable ECVs today.
Distributed Manufacturing Methodology
Traditionally, automakers operate under a vertically integrated business model performing a variety of capital-intensive and time-consuming functions, including not only vehicle
design, process setup, tooling, parts making, supply chain establishment, vehicle assembly and vehicle homologation, but also market promotion, sales and distribution, after-market support and vehicle servicing. This business model requires