SEC Form SC 13D filed by Cenntro Electric Group Limited
Cenntro Electric Group Limited
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Ordinary Shares, no par value
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Q6519V120
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Yeung Heung Yeung
China Leader Group Limited
c/o Cenntro Electric Group Limited
501 Okerson Road
Freehold, New Jersey 07728
(732) 820-6757
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January 4, 2022
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CUSIP No. Q6519V120
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Schedule 13D
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Page 1 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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China Leader Group Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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20,918,659
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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20,918,659
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,918,659
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.0%1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. Q6519V120
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Schedule 13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Yeung Heung Yeung
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
||
(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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20,918,659
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8
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SHARED VOTING POWER
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0
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||||
9
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SOLE DISPOSITIVE POWER
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20,918,659
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,918,659
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.0%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. Q6519V120
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Schedule 13D
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Page 3 of 6 Pages
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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CUSIP No. Q6519V120
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Schedule 13D
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Page 4 of 6 Pages
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Item 4. |
Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. Q6519V120
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Schedule 13D
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Page 5 of 6 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
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CUSIP No. Q6519V120
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Schedule 13D
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Page 6 of 6 Pages
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Item 7. |
Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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Joint Filing Agreement by and among the Reporting Persons.
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Power of Attorney.
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Exhibit 99.3
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Stock Purchase Agreement, dated November 5, 2021, by and among Naked Brand Group Limited ACN 619 054 938, Cenntro Automotive Group Limited (Cayman), Cenntro Automotive Group Limited (Hong Kong), Cenntro Automotive Corporation and
Cenntro Electric Group, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on November 8, 2021).
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Exhibit 99.4
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Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Report of Foreign Private Issuer on Form 6-K, File No. 001-38544, filed with the SEC on November 8, 2021).
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Exhibit 99.5
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Registration Rights Agreement, dated December 30, 2021, by and among Naked Brand Group Limited and the investors party thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Report of Foreign Private Issuer on Form 6-K,
File No. 001-38544, filed with the SEC on January 5, 2022).
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Dated January 26, 2022
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China Leader Group Limited
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By:
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/s/ Yeung Heung Yeung
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Name: Yeung Heung Yeung
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Title: Authorized Signatory
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Yeung Heung Yeung
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/s/ Yeung Heung Yeung
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