CENN

New in FY2025

• Our revenues were approximately $18.1 million for the year ended December 31, 2025.
• To date, we have derived our revenues principally from sales of the Metro®, Logistar™ series, Teemak™, Avantier® series and iChassis 100 models.
• Table of Contents If we fail to address any or all of these risks and challenges, our business, financial condition, operating results and prospects may be materially and adversely affected.
• We incurred losses from operations of approximately $59.0 million, and $47.5 million for the years ended December 31, 2025, and 2024, respectively.
• We have spent approximately $96.7 million in research and development activities related to our operations from our inception through December 31, 2025.
• Development and manufacturing of our current and future ECVs, such as the Metro®, Logistar™, LogiMax, iChassis™, Avantier™, Bison Motor™, Teemak™ and Antric One are and will be subject to risks, including: • accurately manufacturing or procure components within appropriate design tolerances; • establishing additional manufacturing and local assembly facilities in our various target markets; • compliance with environmental, workplace safety and similar regulations; • securing necessary high-quality components and materials from our supply chain on acceptable terms and in a timely manner; • the impact of tariffs or trade restrictions on the cost and availability of key components and materials; • our ability to execute on our growth plan to regionalize our supply chain and manufacturing; • quality controls; • delays or disruptions in the supply chain, including as a result of pandemics such as COVID-19; • delays or disruptions in ocean transit or transportation between our suppliers, our manufacturing facilities (or manufacturing partners’ facilities) and our local assembly facilities and our customers; • our ability to establish, maintain and rely upon relationships with our suppliers, channel partners and manufacturing partners; and • other delays, backlog in manufacturing and research and development of new models, and cost overruns.
• In 2025, we have introduced three new vehicle models, Avantier Ex, Avantier CX, BM860H.
• Avantier Ex and Avantier CX are targeting European markets and other markets outside of US markets while BM860H is mainly targeting the US markets.
• In order to introduce new ECV models through 2025, we have to coordinate with our suppliers, manufacturing partners, channel partners and other third parties in order to ensure timely execution of the manufacturing and assembly processes.
• Table of Contents Our operating results may be more volatile due to a shift from only a high concentration of sales in relatively few channel partners to establishing our own distribution network.
• For the years ended December 31, 2025, and 2024, our channel partners accounted for approximately 0.3%, and 2.1% of our sales, respectively.
• As of December 31, 2025, we shifted from relying only on channel partners to a hybrid model combines distribution between our wholly owned EV Centers with local established dealers and channel partners.
• We currently have four EV Centers worldwide and anticipate the EV Centers will lead the distribution network, however if we were to close or dissociate one or more of our EV Centers due to performance, there is no assurance that we would be able to establish a suitable replacement EV Center in the region to take up the role of marketing, distributing and after-market care our ECVs in the relevant market within a suitable timeframe or at all.
• Table of Contents The expense and time required to establish and train staff at our EV Centers so performance and service will be able to meet our quality standards and regulatory requirements, may be greater than anticipated, or we may never establish a new operation after having invested significant resources on that local market.
• Substantially all of our revenue for the years ended December 31, 2025, and 2024 was derived from sales of our ECVs in North America, Europe and Asia.
• As of December 31, 2025, we have maintained relationships with several distributors in the European and Asian market and operated four EV centers in Spain, New Jersey and California in the US, and China.
• Our primary shipping routes originate from Shanghai and serve the United States West Coast and European markets.
• Trans-Pacific shipping rates experienced substantial swings in 2025, driven in part by shippers frontloading imports ahead of U.S. tariff increases, followed by a significant softening in demand in the second half of the year.
• On Asia-Europe lanes, elevated freight costs persisted into 2025 as a result of ongoing geopolitical disruptions, with routing conditions and carrier capacity deployment remaining subject to change.
• These conditions have had, and if persistent, may continue to have a negative impact on our vehicle production costs, gross profit margins, product delivery timelines, and revenue recognition.
• We expect such incidence causing rising shipping rates volatility to continue for the foreseeable future.
• We maintain manufacturing and assembly facilities in Changxing and Yangzhong, China, and local assembly facilities in Freehold, New Jersey and Barstow, California in the United States, and also rely on third-party OEM manufacturing partners in China for the production of vehicle components and fully assembled units.
• If major disasters such as earthquakes, fires, floods, hurricanes, wars, terrorist attacks, computer viruses, pandemics, or other unpredictable events including cyber-attacks, occur that impact our facilities or those of our manufacturing or distribution partners, we may be required to stop or delay production and shipment of our ECVs, which could materially and adversely affect our business, financial condition, operating results and prospects.
• However, we expect to have a constrained cash outlay throughout 2025, and plan to focus on internally generated cash flow rather than on relying on the expectations of future external capital financing.
• We expect that our level of capital expenditures may be relatively lower in 2025 but may be affected by the profitability and cash generating capacities of our recently established EV Centers around the global markets.
• During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, management reassessed the Company’s internal control over financial reporting.
• As of the date of this Annual Report, we have a total of four professionals on our Finance team in the United States including two certified public accountants (CPAs) and one staff accountant who has passed the CPA exams with public accounting experience.
• The market in 2025 was favorable for the entire new energy industry in terms of vehicle costs.
• During the years ended December 31, 2025, and 2024, significant portions of our revenues were derived from the sales in the European Union and United States, denominated in Euros or USD, respectively, while our costs and expenses were primarily incurred in the PRC (and denominated in RMB).
• For instance, during the year ended December 31, 2025 the RMB appreciated against the USD by approximately 4%.
• The delisting of our Common Stock, or the threat of their being delisted, may materially and adversely affect the value of your investment, even making it worthless.
• As of December 31, 2025, our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 8.6% of our outstanding Common Stock.
• In particular, as of December 31, 2025, Mr.
• Wang, our Chief Executive Officer, beneficially owned approximately 8.5% of our outstanding Common Stock.
• Sales of a substantial number of Common Stock in the public market, including sales of Common Stock or securities convertible into Common Stock under our existing universal shelf registration statements on Form F-3, filed with the SEC on May 18, 2021, and January 6, 2022, and on Form S-3, filed with the SEC on January 28, 2026, or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
• Our failure to meet the continued listing requirements could result in a delisting of our Common Stock.
• On April 25, 2025, we received a written notification from Nasdaq, notifying us that we are not in compliance with the minimum closing bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq.
• In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided 180 calendar days, or until October 22, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
• To regain compliance, our Common Stock must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days.
• In the event we do not regain compliance by October 22, 2025, we may be eligible for additional time to regain compliance or may face delisting.

and 51 more.

Gone since FY2024

• Our revenues were approximately $31.3 million for the year ended December 31, 2024.
• To date, we have derived our revenues principally from sales of the Metro®, Logistar™ series, Teemak™, and iChassis 100 models.
• If we fail to address any or all of these risks and challenges, our business, financial condition, operating results and prospects may be materially and adversely affected.
• We incurred losses from operations of approximately $55.3 million, and $47.4 million for the years ended December 31, 2024, and 2023, respectively.
• We have spent approximately $94.4 million in research and development activities related to our operations from our inception through December 31, 2024.
• Development and manufacturing of our current and future ECVs, such as the Metro®, Logistar™, LogiMax, Avantier™, Teemak™ and Antric One are and will be subject to risks, including: • accurately manufacturing or procure components within appropriate design tolerances; • establishing additional manufacturing and local assembly facilities in our various target markets; • compliance with environmental, workplace safety and similar regulations; • securing necessary high-quality components and materials from our supply chain on acceptable terms and in a timely manner; • the impact of tariffs or trade restrictions on the cost and availability of key components and materials; • our ability to execute on our growth plan to regionalize our supply chain and manufacturing; • quality controls; • delays or disruptions in the supply chain, including as a result of pandemics such as COVID-19; • delays or disruptions in ocean transit or transportation between our suppliers, our manufacturing facilities (or manufacturing partners’ facilities) and our local assembly facilities and our customers; • our ability to establish, maintain and rely upon relationships with our suppliers, channel partners and manufacturing partners; and • other delays, backlog in manufacturing and research and development of new models, and cost overruns.
• In 2024, we have introduced four new vehicle models, Avantier Ex, Avantier Commuter, Logistar 300 (LS300), and Logister 450 (LS450).
• Avantier Ex and Avantier Commuter are targeting European markets and other markets outside of US markets while LS300 and LS450 are mainly targeting the US markets.
• In order to introduce new ECV models through 2024, we have to coordinate with our suppliers, manufacturing partners, channel partners and other third parties in order to ensure timely execution of the manufacturing and assembly processes.
• Our operating results may be more volatile due to a shift from only a high concentration of sales in relatively few channel partners to establishing our own distribution network.
• For the years ended December 31, 2024, and 2023, our channel partners accounted for approximately 2.1%, and 22.2% of our sales, respectively.
• As of December 31, 2024, we shifted from relying only on channel partners to a hybrid model combines distribution between our wholly owned EV Centers with local established dealers and channel partners.
• We currently have five EV Centers worldwide and anticipate the EV Centers will lead the distribution network, however if we were to close or dissociate one or more of our EV Centers due to performance, there is no assurance that we would be able to establish a suitable replacement EV Center in the region to take up the role of marketing , distributing and after-market care our ECVs in the relevant market within a suitable timeframe or at all.
• The expense and time required to establish and train staff at our EV Centers so performance and service will be able to meet our quality standards and regulatory requirements, may be greater than anticipated, or we may never establish a new operation after having invested significant resources on that local market.
• Substantially all of our revenue for the years ended December 31, 2024, and 2023 was derived from sales of our ECVs in North America, Europe and Asia.
• As of December 31, 2024, we have maintained relationships with several distributors in the European and Asian market and operated five EV centers in Germany, Spain, New Jersy and California in the US, and China.
• Although the overall shipping cost was decreasing relatively to the year 2022 and 2023, such factors related to capacities and geopolitical tensions had, and if persistent, may continue to have a negative impact on our vehicle production, gross profit margin, product delivery time and revenue recognition.
• Shipping cost have increased as of the end of November 2023 due to the frequent attacks by Houthi rebels on vessels transporting goods through the Suez Canal.
• Shipments to EU have instead taken a route crossing the Cape of Good Hope, which have significantly increased shipping costs and had lasting effects into 2024.
• Certain cost were stabilized as of March 2024, but the risk of higher cost volatility remains.
• Our operating results for the year ended December 31, 2024, have been impacted by certain capacity shortages and attacks on vessels in the Red Sea and we expect such incidence causing rising shipping rates volatility to continue for the foreseeable future.
• We have manufacturing and research facilities currently located in Changxing, China.
• During 2021, we began utilizing one of our two facilities in Freehold, New Jersey for the trial production of our Logistar™ 400 model.
• In January 2022, we established a European Operations Center in Dusseldorf, Germany, which provides assembly, marketing support, after-market support and spare-parts warehousing for the European market.
• Effective March 2023, we began pilot production of the Logistar 400 at the in Jacksonville, Florida facility for distribution in the North American market.
• We also rely on our relationships with various manufacturing partners in China who manufacture our new ECV series.
• However, we expect to have a constrained cash outlay throughout 2024, and plan to focus on internally generated cash flow rather than on relying on the expectations of future external capital financing.
• We expect that our level of capital expenditures may be relatively lower in 2024 but may be affected by the profitability and cash generating capacities of our recently established EV Centers around the global markets.
• During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, management reassessed the Company’s internal control over financial reporting.
• As of the date of this report, we have a total of four professionals on our Finance team in the United States including two certified public accountants (CPAs) and one staff accountant who has passed the CPA exams with public accounting experience.
• The market in 2024 was favorable for the entire new energy industry in terms of vehicle costs.
• During the years ended December 31, 2024, and 2023, significant portions of our revenues were derived from the sales in the European Union and United States, denominated in Euros or USD, respectively, while our costs and expenses were primarily incurred in the PRC (and denominated in RMB).
• For instance, during the year ended December 31, 2023 the RMB depreciated against the USD by approximately 8%.
• As of December 31, 2024, our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 25.1% of our outstanding Common Stock.
• In particular, as of December 31, 2024, Mr.
• Wang, our Chief Executive Officer, beneficially owned approximately 24.0% of our outstanding Common Stock.
• Sales of a substantial number of Common Stock in the public market, including sales of Common Stock or securities convertible into Common Stock under our existing universal shelf registration statements on Form F-3, filed with the SEC on May 18, 2021, and January 6, 2022, or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
• Our failure to meet the continued listing requirements could result in a de-listing of our Common Stock.