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United States securities and exchange commission logo
September 6, 2022
Peter Wang
Chief Executive Officer
Cenntro Electric Group Limited
501 Okerson Road
Freehold, New Jersey 07728
Re: Cenntro Electric
Group Limited
Registration
Statement on Form F-3
Filed August 10,
2022
File No. 333-266725
Dear Mr. Wang:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 Filed August 10, 2022
Prospectus Cover Page, page i
1. You disclose about the
legal and operational risks associated with being based in or
having the majority of
the company s operations in China and your disclosure appears
to address whether
these risks could result in a material change in your operations and/or
the value of the
securities you are registering for sale or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline. Please revise to disclose that
these risks could
result in a material change in your operations and/or the value of the
securities you are
registering for sale or could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of such
securities to
significantly decline "or be worthless".
Peter Wang
Cenntro Electric Group Limited
September 6, 2022
Page 2
General
2. Please resolve all comments on your Form 20-F for fiscal year end
December 31, 2021
before requesting an acceleration of effectiveness of this
registration statement.
3. Please provide a factual update on your cover page, prospectus
summary, and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on
August 26,
2022.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia
Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
FirstName LastNamePeter Wang Sincerely,
Comapany NameCenntro Electric Group Limited
Division of
Corporation Finance
September 6, 2022 Page 2 Office of
Manufacturing
FirstName LastName