Exhibit 10.2

       

      

       

      7 December 2022

       

      Cenntro Electric Group Ltd

      c/- MinterEllison

      Level 40 ‘Governor Macquarie Tower’

      1 Farrer Place

      SYDNEY NSW 2000

      

      

      Dear Directors

       

      Engagement letter

       

      Cenntro Electric Group Ltd ACN 619 054 938 (Client) wishes to engage me as a secretary of the company.

       

      
        SERVICES

        
          
 

      

      The work I will undertake in relation to this engagement is to perform duties as a secretary of the Client in accordance with the requirements of the Corporations Act 2001 (Cth) (Act) (Services).

       

      
        FEES

        
          
 

      

      My fees for providing the Services are:

       

      	•	
              AUD $4,000 (excl. GST) for a period of up to four months from the commencement of my engagement, payable on commencement of my engagement; plus

            


       

      	•	
              AUD $900 (excl. GST) for each following month, or part thereof, payable in arrears within 14 days after the last day of the relevant month; plus

            


       

      	•	
              fees based on the time spent performing any additional services requested by the Client from time to time on an hourly rate (currently AUD $275 (excl. GST)), to be agreed in writing prior to me undertaking
                any work; and

            


       

      	•	
              reimbursement of reasonable out-of-pocket expenses incurred by me in connection with providing the Services, provided details of the expenses are first provided to, and agreed in writing by, the Client
                prior to me incurring the expenses.

            


       

      
        END OF ENGAGEMENT

        
          
 

      

      Either the Client or I may terminate my engagement for any reason, upon 30 days’ written notice to the other party (or any notice period that is otherwise agreed in writing by the parties).

      
         

        

        
          


        PO Box 524 Tugun 4224 Qld Australia  |  +61 408 807 790  |  matt.zauner@zauners.com  |  ABN 22107837443

         

        

        
          
            


          
            	2


          

        

         

      

      
        CONFIDENTIALITY

        
          
 

      

      I will not disclose or make any public announcement of the existence, status or progress of this letter, except upon the Client’s prior written consent, or otherwise as required by law.

       

      All non-public information of the Client which I receive in connection with this engagement (Confidential Information) will be used by me only for the purposes
        of this engagement, will be treated confidentially by me, and will not be disclosed to anyone other than the parties to this letter unless:

       

      	•	
              the Client specifically consents to such disclosure in writing prior to the disclosure of the relevant Confidential Information by me;

            


       

      	•	
              the relevant Confidential Information has become public through no fault or action of me; or

            


       

      	•	
              the relevant Confidential Information was already lawfully known to, or in the possession of, me prior to its being obtained from the Client (as evidenced by written records to the Client’s reasonable
                satisfaction).

            


       

      
        INDEMNITY

        
          
 

      

      Subject to the prohibitions in section 199A of the Act, the Client agrees to indemnify and hold me harmless from any and all costs, claims, losses, demands, and liabilities, including reasonable legal
        fees and expenses in defending against any such claims, losses, demands, and liabilities, in respect of the acts, transactions, duties, obligations, or responsibilities which I perform or undertake, or fail to perform or undertake, in my capacity
        as an officer of the Client.

       

      The parties acknowledge and agree that the indemnification provided under this agreement will be relieved by a directors’ and officers’ insurance policy containing terms to be reasonably agreed by the
        parties and obtained by, and at the expense of, the Client.

       

      
        GST

        
          
 

      

      	•	
              In this clause, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

            


       

      	•	
              Any consideration to be paid or provided under or in connection with this agreement, unless otherwise specified, does not include an amount on account of GST.

            


       

      	•	
              If a party (the Supplier) makes a supply under or in connection with this agreement on which GST is payable:

            


       

      	

            	o	
              the consideration payable or to be provided for that supply but for the application of this clause (GST exclusive consideration) is increased by, and the recipient of the
                supply (Recipient) must also pay to the Supplier, an amount equal to the GST exclusive consideration multiplied by the prevailing rate of GST (GST Amount); and

            


       

      	

            	o	
              subject to the Supplier providing a tax invoice to the Recipient in respect of the supply, the GST Amount must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the
                same time as the GST exclusive consideration is payable or to be provided.

            


       

      	•	
              If a payment to a party under this agreement is a reimbursement or indemnification or otherwise calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the
                amount of any input tax credit to which that party, or the representative member of the GST group that party is a member of (as the case may be), is entitled in respect of that loss, cost or expense.

            


       

      	•	
              This GST clause does not merge on completion or termination of this agreement.

            


       

      
        
          

          

        

        
          


        
          	3


        

      

      
        NEXT STEPS

        
          
 

      

      Please sign and return a copy of this letter to accept my engagement on the terms set out in this letter. Please contact me on +61 408 807 790 or at matt.zauner@zauners.com if you have any queries in
        relation to the above.

       

      Yours sincerely

      ZAUNERS

      

      

      /s/ Matt Zauner

      

      

      Matt Zauner LLB (Hons) Mtax

      Principal

      

      

      ACCEPTANCE

      
        
 

       

      

      	
              Signed for and on behalf of Cenntro Electric Group Ltd by its authorised representative:

            	 	 	 
	 	 	 	 
	
              /s/ Peter Zuguang Wang

            	 	 	 
	
              Signature

            	 	
              Date

            	 
	 	 	 	 
	 	 	
              12.07.22

            	 
	 	 	 	 
	
              Peter Zuguang Wang

            	 	 	 
	
              Print Name