UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2019
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________
Commission File No. 001-32898
CBAK ENERGY TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
88-0442833
(I.R.S. Employer
Identification No.)
CBAK Industrial Park, Meigui Street
Huayuankou Economic Zone
Dalian City, Liaoning Province,
People’s Republic of China, 116450
(Address of Principal Executive Offices)
(86)(411)-3918-5985
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value
Trading Symbol(s)
CBAT
Name of each exchange on which registered
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Exchange Act: None
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 to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
Non-Accelerated Filer
☐
☐
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. ☐
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. ☐
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒
As of June 28, 2019 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares
of the registrant’s common stock held by non-affiliates (based upon the closing sale price of $0.94 per share) was approximately $19.8 million.
Shares of the registrant’s common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding
common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of
affiliate status is not necessarily a conclusive determination for other purposes.
There were a total of 53,757,093 shares of the registrant’s common stock outstanding as of May 12, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
None.
CBAK ENERGY TECHNOLOGY, INC.
Annual Report on Form 10-K
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Quantitative And Qualitative Disclosures About Market Risk
Financial Statements And Supplementary Data
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
Controls And Procedures
Other Information
PART III
Directors, Executive Officers And Corporate Governance
Executive Compensation
Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
Certain Relationships And Related Transactions, And Director Independence
Principal Accounting Fees And Services
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART IV
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10
28
28
29
29
30
31
31
41
F-1
42
42
43
44
49
52
55
56
57
59
EXPLANATORY NOTE
As previously disclosed on CBAK Energy Technology, Inc.’s (the “Company”) Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on March 25, 2020, the filing of this Annual Report on Form 10-K for the period ended December 31, 2019 (the “2019 Annual Report”) was
delayed due to circumstances related to COVID-19 and its impact on the Company’s operations. All of the Company’s operating subsidiaries,
employees and production facilities are located in China which has been affected by the outbreak of COVID-19. From January to February 2020, the
Chinese government imposed nationwide travel restrictions and quarantine control, and we largely suspended our operations during this period. As a
result, the Company’s finance department was unable to timely complete the preparation of the Company’s consolidated financial statements for the
fiscal year ended December 31, 2019 which impaired its ability to file the 2019 Annual Report by its March 30, 2020 due date. The Company relied
on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery
Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465), to delay the filing of this 2019 Annual Report.
Use of Terms
INTRODUCTORY NOTE
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:
● “Company”, “we”, “us” and “our” are to the combined business of CBAK Energy Technology, Inc., a Nevada corporation, and its
consolidated subsidiaries;
● “BAK Asia” are to our Hong Kong subsidiary, China BAK Asia Holdings Limited;
● “CBAK Trading” are to our PRC subsidiary, Dalian CBAK Trading Co., Ltd.;
● “CBAK Power” are to our PRC subsidiary, Dalian CBAK Power Battery Co., Ltd.;
● “CBAK Suzhou” are to our PRC subsidiary, CBAK New Energy (Suzhou) Co., Ltd.;
● “CBAK Energy” are to our PRC subsidiary, Dalian CBAK Energy Technology Co., Ltd.;
● “China” and “PRC” are to the People’s Republic of China;
● “RMB” are to Renminbi, the legal currency of China;
● “U.S. dollar”, “$” and “US$” are to the legal currency of the United States;
● “SEC” are to the United States Securities and Exchange Commission;
● “Securities Act” are to the Securities Act of 1933, as amended; and
● “Exchange Act” are to the Securities Exchange Act of 1934, as amended.
Special Note Regarding Forward Looking Statements
Statements contained in this report include “forward-looking statements” within the meaning of such term in Section 27A of the Securities Act and
Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause
actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be
realized. Forward-looking statements made in this report generally are based on our best estimates of future results, performances or achievements,
predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements
may be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “project,” “expect,” “believe,” “estimate,”
“anticipate,” “intend,” “continue,” “potential,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other things, such factors as:
● our ability to continue as a going concern;
● our ability to remain listed on a national securities exchange;
● our ability to timely complete the construction of our Dalian facilities and commence its full commercial operations;
● our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;
● our future business development, results of operations and financial condition;
● our ability to fund our operations and manage our substantial short-term indebtedness;
● our ability to maintain or increase our market share in the competitive markets in which we do business;
● our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological
advances;
● our ability to diversify our product offerings and capture new market opportunities;
● our ability to obtain original equipment manufacturer, or OEM, qualifications from brand names;
● our ability to source our needs for skilled labor, machinery and raw materials economically;
● uncertainties with respect to the PRC legal and regulatory environment;
● other risks identified in this report and in our other reports filed with the SEC, including those identified in “Item 1A. Risk Factors” below.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports
attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.
New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any
obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
ii
ITEM 1.
BUSINESS.
Overview of Our Business
PART I
We are engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the
following applications:
● Electric vehicles (“EV”), such as electric cars, electric buses, hybrid electric cars and buses;
● Light electric vehicles (“LEV”), such as electric bicycles, electric motors, sight-seeing cars; and
● Electric tools, energy storage, uninterruptible power supply, and other high power applications.
We acquired most of the operating assets, including customers, employees, patents and technologies of our former subsidiary, BAK International
(Tianjin) Ltd. (“BAK Tianjin”). Such assets were acquired in exchange for a reduction in accounts receivable from our former subsidiaries that were
disposed in June 2014. For now, we are equipped with complete production equipment which can fulfill most of our customers’ needs.
We generated revenues of $22.2 million and $24.4 million for the fiscal years ended December 31, 2019 and 2018, respectively. We had a net loss of
$10.9 million and $2.0 million in fiscal years ended December 31, 2019 and December 31, 2018, respectively. As of December 31, 2019, we had an
accumulated deficit of $176.2 million and net assets of $13.7 million. We had a working capital deficiency, accumulated deficit from recurring net
losses and short-term debt obligations maturing in less than one year as of December 31, 2019.
Due to the growing environmental pollution problem, the Chinese government has been providing support to the development of new energy
facilities and vehicles for several years. It is expected that we will be able to secure more potential orders from the new energy market. We believe
that with the booming market demand in high power lithium ion products, we can continue as a going concern and return to profitability.
In 2015, to promote the development of electric vehicles industry, the Chinese government issued a subsidy policy named Notice of 2016-2020 New
Energy Vehicles Promotion with Financial Support, which regulated subsidies for consumers in purchase of electric vehicles from the central
government and local governments. The policy sets forth subsidy standards for various types of electric vehicles based upon the endurance mileage,
battery pack energy density, energy consumption level and others, which means new energy vehicles providing long driving range and high technical
performance will get higher subsidies. From 2017 to 2020, the Chinese government has gradually reduced the subsidy standards for electric vehicles
year by year. On April 23, 2020, the Chinese government extended the subsidy for another two years and the subsidy standards will continue to fall
by 10%, 20% and 30% in 2020, 2021 and 2022, respectively.
In addition, for the purposes of establishing a long-term mechanism for the administration of energy conservation and new energy vehicles, and
promoting the development of the automobile industry, the Chinese government has implemented several other policies to stimulate the increase of
new energy vehicles. On December 26, 2017, the Chinese government issued a policy for exemption of purchase tax for electric vehicles for another
three years until 2020. In March 2020, the Chinese government extended the purchase tax cut from 2020 to 2022.
On September 28, 2017, the Chinese Ministry of Industry and Information Technology issued a new policy named Measures for Parallel
Administration of the Average Fuel Consumption and New Energy Vehicle Credits of Passenger Vehicle Enterprises (“Measures for Parallel
Administration”). According to the Measures for Parallel Administration, the Chinese government will calculate and examine the Average Fuel
Consumption Credits and New Energy Vehicle Credits of enterprises manufacturing passenger vehicles. If the enterprises get negative credits on the
declaration day, their production of high-fuel consumption vehicles will be suspended. The positive credits of average fuel consumption of passenger
vehicle makers may be carried forward or transferred among affiliated enterprises. A passenger vehicle manufacturer’s negative credits with respect
to new energy vehicles shall subject the manufacturer to compensation obligations and need to be zeroing through purchasing positive credits of new
energy vehicles. Accordingly, the automobile makers are required to produce more new energy vehicles or pay money to other enterprises to get
positive credits if their credits are negative. The Measures for Parallel Administration became effective on April 1, 2018.
We believe these energy efficiency policies in the long term will result in a healthy development of the new energy vehicles market as a whole. In the
short term, the extension of subsidies, to some extent, helps ease the pressure on electric vehicle manufacturers and as a result, will be beneficial to
the market of EV batteries in China. However, the Chinese government has significantly reduced the amount of subsidies available to electric vehicle
makers over the years and this trend continues for the next three years. Given the changing market environment, we plan to continue to focus our
resources on the existing cylindrical batteries for UPS market, temporarily reduce the investment on R&D of new products for electric vehicle market
and cut down the production of EV batteries. We will closely monitor market changes and adjust our operations accordingly.
1
Our Corporate History and Structure
The Company was incorporated in the State of Nevada on October 4, 1999 under the name of Medina Copy, Inc. The Company changed its name to
Medina Coffee, Inc. on October 6, 1999 and subsequently changed its name to China BAK Battery, Inc. on February 14, 2005. The shares of the
Company traded in the over-the-counter market through the Over-the-Counter Bulletin Board from 2005 until May 31, 2006, the date when the
Company obtained approval to list its common stock on the Nasdaq Global Market, and trading commenced that same date under the symbol
“CBAK”. Effective January 16, 2017, the Company changed its name to CBAK Energy Technology, Inc. Effective November 30, 2018, the trading
symbol for the common stock of the Company was changed from CBAK to CBAT. Effective June 21, 2019, the Company’s common stock started
trading on the Nasdaq Capital Market.
On July 28, 2016, the Company entered into securities purchase agreements with Mr. Jiping Zhou and Mr. Dawei Li to issue and sell an aggregate of
2,206,640 shares of common stock of the Company, at $2.5 per share, for an aggregate consideration of approximately $5.52 million. On August 17,
2016, the Company issued the foregoing shares to the two investors.
On February 17, 2017, we signed a letter of understanding with each of eight individual investors, including our CEO, Mr. Yunfei Li, whereby these
shareholders agreed in principle to subscribe for new shares of our common stock totaling $10 million. The issue price was determined with
reference to the market price prior to the issuance of new shares. In January 2017, the shareholders paid us a total of $2.1 million as refundable
earnest money, among which, Mr. Yunfei Li agreed to subscribe new shares totaling $1.12 million and pay a refundable earnest money of $0.2
million. In April and May 2017, we received cash of $9.6 million from these shareholders. On May 31, 2017, we entered into a securities purchase
agreement with these investors, pursuant to which we agreed to issue an aggregate of 6,403,518 shares of common stock to these investors, at a
purchase price of $1.50 per share, for an aggregate price of $9.6 million, including 764,018 shares issued to Mr. Yunfei Li. On June 22, 2017, we
issued the shares to the investors. The issuance of the shares to the investors was made in reliance on the exemption provided by Section 4(a)(2) of
the Securities Act. In 2019, according to the securities purchase agreement and agreed by the investors, we returned partial earnest money of
$966,579 (approximately RMB6.7 million) to these investors.
2
On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power and Tianjin New Energy whereby Tianjin
New Energy assigned its rights to loans to CBAK Power of approximately $3.4 million (RMB23,980,950) and $1.7 million (RMB11,647,890)
(totaled $5.1 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively. On the same date, the Company entered into a cancellation
agreement with Mr. Dawei Li and Mr. Yunfei Li. Pursuant to the terms of the cancellation agreement, Mr. Dawei Li and Mr. Yunfei Li agreed to
cancel the First Debt in exchange for 3,431,373 and 1,666,667 shares of common stock of the Company, respectively, at an exchange price of $1.02
per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the First Debt.
On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia EVK”) entered into an agreement with CBAK
Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $0.3 million
(RMB2,225,082), $0.1 million (RMB 912,204) and $5.2 million (RMB35,406,036) (collectively $5.7 million, the “Second Debt”) to Mr. Jun Lang,
Ms. Jing Shi and Asia EVK, respectively. On the same date, the Company entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and
Asia EVK (the creditors). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the Second Debt in exchange for
300,534, 123,208 and 4,782,163 shares of common stock of the Company, respectively, at an exchange price of $1.1 per share. Upon receipt of the
shares, the creditors released the Company from any claims, demands and other obligations relating to the Second Debt.
On June 28, 2019, each of Mr. Dawei Li and Mr.Yunfei Li entered into an agreement with CBAK Power to loan approximately $1.4 million
(RMB10,000,000) and $2.5 million (RMB18,000,000), respectively, to CBAK Power for a terms of six months (collectively $3.9 million, the “Third
Debt”). The loan was unsecured, non-interest bearing and repayable on demand. On July 16, 2019, each of Asia EVK and Mr. Yunfei Li entered into
an agreement with CBAK Power and Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. (the Company’s construction
contractor) whereby Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. assigned its rights to the unpaid construction
fees owed by CBAK Power of approximately $2.8 million (RMB20,000,000) and $0.4 million (RMB2,813,810) (collectively $3.2 million, the
“Fourth Debt”) to Asia EVK and Mr. Yunfei Li, respectively. On July 26, 2019, we entered into a cancellation agreement with Mr. Dawei Li, Mr.
Yunfei Li and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Dawei Li, Mr. Yunfei Li and Asia EVK agreed to
cancel the Third Debt and Fourth Debt in exchange for 1,384,717, 2,938,067 and 2,769,435 shares of common stock of the Company, respectively, at
an exchange price of $1.05 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations
relating to the Third Debt and Fourth Debt.
On October 10, 2019, each of Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen entered into an agreement with CBAK Power and Zhengzhou
BAK New Energy Vehicle Co., Ltd. (the Company’s supplier) whereby Zhengzhou BAK New Energy Vehicle Co., Ltd. assigned its rights to the
unpaid inventories cost owed by CBAK Power of approximately $2.1 million (RMB15,000,000), $1.0 million (RMB7,380,000) and $1.0 million
(RMB7,380,000) (collectively $4.2 million, the “Fifth Debt”) to Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, respectively.
On October 14, 2019, we entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen (the
creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen agreed to
cancel and convert the Fifth Debt and the Unpaid Earnest Money in exchange for 528,053, 3,536,068, 2,267,798 and 2,267,798 shares of common
stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of the shares, the creditors released the Company from any
claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest Money.
On April 27, 2020, we entered into a cancellation agreement with Mr. Yunfei Li, Asia EVK and Mr. Ping Shen, who loaned an aggregate of
approximately $4.3 million to CBAK Power (the “Sixth Debt”). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel
the Sixth Debt in exchange for an aggregate of 8,928,193 shares of common stock of the Company at an exchange price of $0.48 per share.
According to the amount of loan, 2,062,619, 2,151,017 and 4,714,557 shares were issued to Mr. Yunfei Li, Asia EVK and Mr. Pin Shen,
respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other obligations relating to the Sixth
Debt.
3
On July 24, 2019, we entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which we issued a
promissory note (the “Note I”) to the Lender. The Note I has an original principal amount of $1,395,000, bears interest at a rate of 10% per annum
and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of
$1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000.
On December 30, 2019, we entered into a second securities purchase agreement with Atlas Sciences, LLC, pursuant to which the Company issued a
Promissory Note (the “Note II”) to the Lender. The Note II has an original principal amount of $1,670,000, bears interest at a rate of 10% per annum
and will mature 12 months after the Closing Date, unless earlier paid or redeemed in accordance with its terms. We received proceeds of $1,500,000
after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000.
On January 27, 2020, we entered into an exchange agreement (the “First Exchange Agreement”) with the Lender, pursuant to which we and the
Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note) from the
outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of
$1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the Company’s common stock, par value $0.001
per share, to the Lender.
On February 20, 2020, we entered into another exchange agreement (the “Second Exchange Agreement”) with the Lender, pursuant to which the
Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned
Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an
original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 207,641 shares of the Company’s
common stock, par value $0.001 per share, to the Lender.
On April 28, 2020, we entered into a third exchange agreement (the “Third Exchange Agreement”) with the Lender, pursuant to which the Company
and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”)
from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal
amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 312,500 shares of the Company’s common stock, par
value $0.001 per share, to the Lender.
We currently conduct our business through the following three wholly-owned operating subsidiaries in China that we own through BAK Asia, a
holding company formed under the laws of Hong Kong on July 9, 2013, and a 90% owned subsidiary of CBAK Power, one of our wholly-owned
operation subsidiaries in China:
● CBAK Trading, located in Dalian, China, incorporated on August 14, 2013, focuses on the wholesale of lithium batteries and lithium
batteries’ materials, import & export business and related technology consulting service; and
● CBAK Power, located in Dalian, China, incorporated on December 27, 2013, focuses on the development and manufacture of high-power
lithium batteries.
● CBAK Suzhou, located in Suzhou, China, incorporated on May 4, 2018, focuses on the development and manufacture of new energy high
power battery packs; and
● CBAK Energy, located in Dalian, China, incorporated on November 21, 2019, focuses on the development and manufacture of lithium
batteries, wholesale of lithium batteries and lithium batteries’ materials, import & export business and related technology consulting service.
4
Almost all of our business operations are conducted primarily through our Chinese subsidiaries. The chart below presents our current corporate
structure:
Our Products
The use of new materials has enabled the configuration of high-power lithium battery cells to contain much higher energy density and higher voltage
and have a longer life cycle and shorter charge time than other types of lithium-based batteries. These special attributes, coupled with intrinsic safety
features, are suitable for batteries used for high-power applications, such as electric cars, electric bicycles, electric tools, energy storage and
uninterruptible power supply, or UPS.
We believe high power lithium batteries represent the main direction of the development of new energy vehicle technologies according to the “13th
Five-Year Plan” published by the Chinese government.
Our Dalian manufacturing facilities focus on the development and manufacture of high power lithium batteries, for use in the following end
applications:
Battery Cell Type
High-power lithium battery
* Bracketed numbers denote number of cells per particular battery.
End applications*
Electric bus [6,000-20,000]
Electric car [1,500-3,5000]
Hybrid electric vehicle [500-2000]
Light electric vehicle [10-150]
Cordless power tool [10-30]
Uninterruptible power supply [30-300]
Energy Storage [>300 ]
5
Key High Power Lithium Battery Applications
End-product applications that are driving the demand for high power lithium batteries include electric vehicles, such as electric cars, electric buses,
hybrid electric cars and buses; light electric vehicles, such as electric bicycles, electric motors, sight-seeing cars; and electric tools, energy storage,
uninterruptible power supply, and other high power applications.
Electric Vehicles
An electric vehicle, sometimes referred to as an electric drive vehicle, uses one or more electric motors for propulsion. Electric vehicles include
electric cars, electric buses, electric trains, electric lorries, electric airplanes, electric boats, and hybrid electric vehicles, plug in hybrid electric
vehicles and electric spacecraft. Electric cars and electric buses are propelled by one or more electric motors powered by rechargeable battery packs.
Electric cars and buses have the potential to significantly reduce city pollution by having zero tail pipe emissions. Electric cars and buses are also
expected to have less dependence on oil. World governments are pledging significant funds to fund the development of electric vehicles and their
components due in part to these advantages. Due to these factors and a lithium battery’s relatively environmentally-friendly, light-weight and high-
capacity features, the demand for lithium batteries in the field of electric cars and buses is increasing.
Due to such recent trends as renewed concerns relating to the availability and price of oil, increased legal fuel-efficiency requirements and incentives,
and heightened interest in environmentally-friendly or “green” technologies, hybrid electric vehicles are likely to continue to attract substantial
interest from vehicle manufacturers and consumers. Hybrid electric vehicles include automobiles, trucks, buses, and other vehicles that combine a
conventional propulsion system with a rechargeable energy storage system to achieve better fuel economy than conventional vehicles. As these
vehicles tend to be large and heavy, their rechargeable energy storage system generally consists of a large quantity of rechargeable high-power
lithium cells.
The year 2014 was seen as the first real year for the development of China’s new energy vehicle industry by many industry insiders. After explosive
growth in 2017, the production and sales of new energy vehicles continued to grow tremendously in 2018, while the number is slightly down in 2019.
According to Ministry of Industry and Information Technology of China (“MIIT”), from January to December 2018, the production of new energy
vehicles in China reached 1,270,000 units - up 43.4 percent year-on-year; and sales in China reached 1,256,000 units - up 61.7 percent year-on-year.
In 2019, the production and sales of new energy vehicles reached 1,242,000 units and 1,206,000 units, down 2.3 percent and 4.0 percent year-on-
year, respectively. We believe that Chinese electric vehicle market is adversely impacted by the gradually decreasing subsidy temporary. In the long
time, we believe that the Chinese government will extend the subsidy and more diversity policies will drive a healthy development in the new energy
vehicles market.
Light Electric Vehicles
Light electric vehicles include bicycles, scooters, and motorcycles, with rechargeable electric motors. Due to their relatively small size and light
design, approximately 10-150 high-power lithium cells can be used to power light electric vehicles. The electric bicycle market in China is huge.
Energy Storage
Energy storage mainly means storage of electric energy by battery, inductor, and capacitor. Battery energy storage is mainly used for storage of
emergency supply, battery car, and redundant energy of power plants.
Electric Tools
Electric tools such as drills, saws and grinders are used for both commercial and personal use. Due to high power requirements, many electric tools
have historically used small combustion engines, used heavier nickel metal hydride batteries or relied on external power sources. Manufacturers of
electric tools, such as Milwaukee Electric Tool Corporation, Stanley Black & Decker, Inc., the Bosch Group, Metabowerke GmbH and Rigid Tool
Company have begun to use lithium-ion technology. The market for portable high-powered electric tools is rapidly growing and has prompted many
users, both commercial and personal, to replace or upgrade their current power tools.
6
Uninterruptible Power Supplies (“UPS”)
A UPS provides emergency power from a separate source when utility power is not available. The most common type of battery used in UPS is
Sealed Lead-Acid, however, due to the lithium battery’s relatively small size, light design and environmentally-friendly features, the demand for
lithium batteries in this industry is increasing.
Revenue by Products
Before June 30, 2014, we derived our revenues from BAK International and its subsidiaries which produced prismatic cells, cylindrical cells, lithium
polymer cells and high-power lithium batteries. Since July 1, 2014, our revenue has been mainly from Dalian CBAK Power for sale of batteries
manufactured by BAK Tianjin under outsourcing arrangements. Starting from October 2015, we generated revenues from high-power lithium battery
cells manufactured by Dalian CBAK Power as well as batteries outsourced from BAK Tianjin, BAK Shenzhen and other manufacturers. The
following table sets forth the breakdown of our net revenues by product types:
High-power lithium batteries used in:
Electric vehicles
Light electric vehicles
Uninterruptable supplies
Total
Sales and Marketing
Fiscal Years ended
December 31, 2018
December 31, 2019
Amount
% of Net
Revenues
Amount
% of Net
Revenues
(in thousands of U.S. dollars, except percentages)
$
$
8,169
64
16,200
24,433
33.43
0.26
66.31
100.00
$
$
4,509
16
17,669
22,194
20.32
0.07
79.61
100.00
We plan to build an extensive sales and service network in China, highlighted by our presence in the regions where China’s main lithium battery
productions located, such as Tianjin, Shandong Province, Guangdong Province and Jiangsu Province. We intend to gradually establish post-sales
service offices in these areas to serve brand owners and pack manufacturers in each designated area as currently our marketing department at
headquarters is responsible for our promoting efforts. In doing so, our sales staff works closely with our customers to understand their needs and
provide feedback to us so that we can better address their needs and improve the quality and features of our products.
We also engage in marketing activities such as attending industry-specific conferences and exhibitions to promote our products and brand name. We
believe these activities are conducive in promoting our products and brand name among key industry participants.
Suppliers
The primary raw materials used in the manufacture of lithium-ion batteries include electrode materials, cases and caps, foils, electrolyte and
separators. Cost of these raw materials is a key factor in pricing our products. We believe that there is an ample supply of most of the raw materials
we need in China. We are seeking to identify alternative raw material suppliers to the extent there are viable alternatives and to expand our use of
alternative raw materials.
We aim to maintain multiple supply sources for each of our key raw materials to ensure that supply problems with any one supplier will not
materially disrupt our operations. In addition, we strive to develop strategic relationships with new suppliers to secure a stable supply of materials
and introduce competition in our supply chain, thereby increasing our ability to negotiate better pricing and reducing our exposure to possible price
fluctuations.
7
For the fiscal year ended December 31, 2019, our key raw material suppliers for battery cells were as follows:
Materials
Anode materials
Cathode materials
Copper foil
Battery separator paper
Electrolyte
Cases and caps
Steel-can
Solvent NMP
Main Suppliers
Guizhou Anda Energy Technology Co., Ltd
Jilin JuNeng Advanced Carbon Materials Co., Ltd
Wason Copper Foil Co., Ltd
Shenzhen Huatengda Electronic Co. Ltd
Dongguan Shanshan Battery Material Co., Ltd
Changzhou Wujinzhongrui Electric Co., Ltd
Xinxiang Zhengyuan Electronic Material Co. Ltd
MYJ Chemical Co., Ltd
We source our manufacturing equipment both locally and from overseas, based on their respective cost and function. Our key equipment as of
December 31, 2019 was purchased from the following suppliers:
Instruments
Charge and Discharge Equipment
Electrode Preparing Machine
Infusing Machine
Laser welding machine
Coating Machine
Vacuum Oven
Automatic Line Machine
Dehumidifier
Automatic Feeding System
Rolling
Intellectual Property
Main Suppliers
Zhejiang Hangke Technologies Co., Ltd
Zhuhai Higrand Electronic Technology Inc.
Kinlo Technology & System (Shenzhen) Co. Ltd
United Winners Laser Co., Ltd
Shenzhen Haoneng Technology Co., Ltd
Wujiang Jiangling Equipment Co., Ltd
Shenzhen Zhongji Automation Co., Ltd
Hangzhou Dry Air Treatment Equipment Co., Ltd
Shenzhen Jiewei Industrial Equipment Co., Ltd
Xingtai HYLN Battery Equipment Co., Ltd
On August 25, 2014, we entered into an intellectual property rights use agreement with Shenzhen BAK, pursuant to which we are authorized to use
Shenzhen BAK’s registered logo, trademarks and patents obtained as of June 30, 2014 for a period of 5 years for free from June 30, 2014. As of June
30, 2014, Shenzhen BAK had registered 80 trademarks in the PRC, including BAK in both English and in Chinese characters as well as its logo, and
had registered 49 trademarks in the United States, European Union, Korea, Russia, Taiwan, India, Canada and Hong Kong. As of June 30, 2014,
Shenzhen BAK had registered 522 patents in the PRC and other countries relating to battery cell materials, design and manufacturing processes. As
of December 31, 2019, our intellectual property rights use agreement with Shenzhen BAK has expired, and we no longer have rights to use the
foregoing trademarks and patents of Shenzhen BAK. We believe that our proprietary patents, trademarks and other intellectual property rights are
adequate to fulfill our operational needs.
As of December 31, 2019, Dalian CBAK Power has 27 patents including 20 utility model patents and 7 patents for invention in the PRC. Two of
these patents were acquired by BAK Asia, from an unrelated third party at RMB1 and were contributed as paid-in capital of CBAK Power.
We have registered the following Internet and WAP domain name: www.cbak.com.cn.
We also have unpatented proprietary technologies for our product offerings and key stages of the manufacturing process. Our management and key
technical personnel have entered into agreements requiring them to keep confidential all information relating to our customers, methods, business and
trade secrets during their terms of employment with us and thereafter and to assign to us their inventions, technologies and designs they develop
during their term of employment with us.
We have institutionalized our efforts to safeguard our intellectual property rights by establishing an internal department that includes professionals
such as attorneys, engineers, information managers and archives managers responsible for handling matters relating to our intellectual property
rights. We have published internally a series of rules to protect our intellectual property rights.
8
Seasonality
According to the market demands, we usually experience seasonal peaks during the months of October to December for electric vehicle markets,
during the months of May to December for light electric markets, and March to November for UPS market. Also, at various times during the year,
our inventories may be increased in anticipation of increased demand for consumer electronics.
Customers
We have many well-known customers, including electric vehicle manufacturers, such as Dongfeng Xiangyang Touring Car Co., Ltd, Dongfeng Auto
Co., Ltd, Sichuan Yema automobile Co. Ltd; and battery pack manufacturers, such as Sichuan Pisen Electric Co., Ltd, Shenzhen Max Technology
Co., Ltd, and manufacturers in UPS and other applications, such as Lithium Werks Asia B.V., Viessmann Faulquemont SAS, Robotics Technology
Ltd. We believe that we will continue to increase our revenue and market share as we gradually increase our high-power batteries production as the
demand for these batteries has been increasing.
Geography of Sales
Before June 30, 2014, we sold our products domestically and internationally. Thereafter, we sell high-power lithium battery primarily to customers in
China. The following table sets forth certain information relating to our total revenues by location of our customers for the last two fiscal years:
Fiscal Years ended
December 31, 2018
December 31, 2019
Amount
% of Net
Revenues
Amount
% of Net
Revenues
Mainland China
USA
Europe
PRC Taiwan
Israel
Others
Total
Competition
$
$
$
(in thousands of U.S. dollars, except percentages)
21,292
1,834
100
103
991
113
24,433
21,632
286
0
0
119
157
22,194
87.14
7.51
0.41
0.42
4.06
0.46
100.00
$
97.47
1.29
0.00
0.00
0.54
0.70
100.00
We face intense competition from high-power lithium battery makers in China, as well as in Korea and Japan for each of our product types. The
following table sets forth our major competitors for the EV market, LEV market and UPS market as of December 31, 2019:
Product Type
EV battery
LEV battery
UPS battery
Competitors
Japan:
Korea:
China:
China:
China:
Panasonic Corporation
Samsung Electronics Co., Ltd
LG Chemical
Tianjin Lishen Battery Joint-stock Co., Ltd
Contemporary Amperex Technology Co., Ltd
Hefei Guoxuan Hi-Tech Power Energy Co., Ltd
China Aviation Lithium Battery Co., Ltd
Tianneng Power International Limited
Chaowei Power Holdings Limited
Phylion Battery Co., Ltd
Shandong Goldencell Electronics Technology Co., Ltd
DLG Power Battery (Shanghai) Co., Ltd
Dongguan Power Long Battery Technology Co., Limited
9
We believe that we are able to leverage our low-cost advantage to compete favorably with our competitors. Compared to Korean and Japanese
battery makers, we are able to source our needs for skilled labor and raw materials locally and economically. Compared to Chinese battery makers,
we believe we have higher consistency and safety in product quality, which enables us to compete favorably with local competitors.
Research and Development
The R&D of next-generation advanced lithium battery and its key materials – characterized by high energy density, high security, long-lasting life,
and low cost – as well as the training of related technical talents, have become a major demand in the development of advanced electric vehicles in
China. In 2019, we extended the strategic cooperation agreements with Dalian Institute of Chemical Physics of Chinese Academy of Sciences
(“DICP”), Dalian Maritime University and Dalian Jiaotong University. Under the agreements, these institutions and us will jointly research and
develop the next-generation key technologies and materials with an aim to produce the most powerful battery worldwide.
We have an advanced R&D center in Dalian, receiving almost all the R&D achievements, R&D equipment and staff of BAK Tianjin. BAK Tianjin
began its R&D manufacturing and distribution of high-power lithium battery and battery modules in December 2006, for use in electric cars, electric
bicycles, UPS, and other applications.
Environmental Compliance
As we conduct our manufacturing activities in China, we are subject to the requirements of PRC environmental laws and regulations on air emission,
waste water discharge, solid waste and noise. The major environmental regulations applicable to us include the PRC Environmental Protection Law,
the PRC Law on the Prevention and Control of Water Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Air
Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on the Prevention
and Control of Noise Pollution. We aim to comply with environmental laws and regulations. We have built environmental treatment facilities
concurrently with the construction of our manufacturing facilities, where waste air, waste water and waste solids we generate can be treated in
accordance with the relevant requirements. We outsource our disposal of solid waste we generate in the Dalian facility to a third-party contractor.
Certain key materials used in manufacturing, such as cobalt dioxide, electrolyte and separators, have proven innocuous to worker’s health and safety
as well as the environment. We are not subject to any admonitions, penalties, investigations or inquiries imposed by the environmental regulators, nor
are we subject to any claims or legal proceedings to which we are named as a defendant for violation of any environmental law or regulation. We do
not have any reasonable basis to believe that there is any threatened claim, action or legal proceedings against us that would have a material adverse
effect on our business, financial condition or results of operations.
Employees
We had a total of approximately 374 employees as of December 31, 2019, all of whom are full-time employees. The following table sets forth the
number of our employees by function.
Function
Production
Research and development
Sales and marketing
General and administrative
Total
Number
212
83
18
61
374
Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We have not experienced any work
stoppages. We believe we maintain good relations with our employees.
Available Information
We make available free of charge, on or through our website, http://www.cbak.com.cn, our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and other filings pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
amendments to such filings, as soon as reasonably practicable after each is electronically filed with, or furnished to, the SEC. The SEC maintains a
website that contains our reports, proxy and information statements, and our other SEC filings. The address of the SEC’s website is www.sec.gov.
Information appearing on our website is not part of any report that we file with the SEC.
10
ITEM 1A.
RISK FACTORS.
RISKS RELATED TO OUR BUSINESS
Our business operations have been and may continue to be materially and adversely affected by the outbreak of the coronavirus (COVID-19).
An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread within the PRC and globally. The coronavirus is
considered to be highly contagious and poses a serious public health threat. The World Health Organization labeled the coronavirus a pandemic on
March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020.
Any outbreak of health epidemics or other outbreaks of diseases in the PRC or elsewhere in the world may materially and adversely affect the global
economy, our markets and our business. In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our manufacturing operations
and temporary closure of our offices. The disruption in the procurement, manufacturing and assembly process within our production facilities has
resulted in delays in the shipment of our products to customers, increased costs and reduced revenue. As of the date of this annual report, we have
fully resumed operations.
As the coronavirus epidemic expands globally, the world economy is suffering a noticeable slowdown. If this outbreak persists, commercial activities
throughout the world could be curtailed with decreased consumer spending, business operation disruptions, interrupted supply chain, difficulties in
travel, and reduced workforces. The duration and intensity of disruptions resulting from the coronavirus outbreak is uncertain. It is unclear as to when
the outbreak will be contained, and we also cannot predict if the impact will be short-lived or long-lasting. The extent to which
the coronavirus impacts our financial results will depend on its future developments. If the outbreak of the coronavirus is not effectively controlled in
a short period of time, our business operation and financial condition may be materially and adversely affected as a result of any slowdown in
economic growth, operation disruptions or other factors that we cannot predict.
Our failure to timely complete the construction of our Dalian facility and commence its full commercial operations could negatively affect our
business operations.
We are currently constructing our Dalian facility and we have relocated most of the operating assets, including machinery and equipment, as well as
the customers, employees, patents and technologies from BAK Tianjin to the Dalian facility. We have completed the construction of two plants of the
Dalian facility and their commercial operation began in July 2015. We are currently constructing two more plants and have completed their civil
work and the product lines are expected to be completed by September 2025, but we cannot give assurance that the construction will be completed as
scheduled or, without cost overrun. Even if the construction is completed on a timely basis, we cannot give assurance that the full commercial
operation can begin as we expected. In addition, we may not be able to attract a sufficient number of skilled workers to meet the needs of the new
facility. If we experience delays in construction or commencement of the full commercial operations, increased costs or lack of skilled labor, or other
unforeseen events occur, our business, financial condition and results of operations could be adversely impacted. Operating results could also be
unfavorably impacted by start-up costs until production at the new facility reaches planned levels.
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern
Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements included in
this report which states that the financial statements were prepared assuming that we would continue as a going concern. As discussed in Note 1 to
the consolidated financial statements included with this report, we had a working capital deficiency, accumulated deficit from recurring losses and
short-term debt obligations as of December 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. As
disclosed under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 to the consolidated
financial statements, we had a working capital deficiency, accumulated deficit from recurring net losses and short-term debt obligations as of
December 31, 2019. These factors raise substantial doubts about our ability to continue as a going concern. In June and July 2016, we obtained
advances with an aggregate amount of $5.5 million from potential investors and converted these loans to common stock in August 2016. In February
2017, we signed a letter of understanding with each of eight individual investors whereby these investors agreed in principle to subscribe for new
shares of our common stock totaling $10 million. In May 2017, we entered into a securities purchase agreement with these investors to issue stock
with an aggregate amount of $9.6 million. In June 2017, we issued the shares to the investors. In July 2019, we issued a promissory note which has
an original principal amount of $1,395,000 to Atlas Sciences, LLC (the “Lender”). In December 2019, we issued another promissory note which has
an original principal amount of $1,670,000 to the Lender. As of December 31, 2019, we had unutilized committed banking facilities of $4.7 million.
We plan to renew our bank borrowings upon maturity and raise additional funds through bank borrowings and equity financing in the future to meet
our daily cash demands. However, there can be no assurance that we will be successful in obtaining the financing. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
11
We rely on a few battery suppliers to fulfill our customers’ orders. If we fail to effectively manage our relationships with, or lose the services of
these suppliers and we cannot substitute suitable alternative suppliers, our operations would be materially adversely affected.
Before the production at our Dalian facility can completely fulfill our customers’ orders, we expect to continue to generate part of our revenues by
outsourcing our customers’ orders to BAK Shenzhen and a few other suppliers. If our business relationship with BAK Shenzhen and other suppliers
changes negatively or their financial condition deteriorates, or their operating environment changes, our business may be harmed in many ways.
BAK Shenzhen and other suppliers may unilaterally terminate battery supply to us or increase the prices. As a result, we are not assured of an
uninterrupted supply of high power lithium batteries of acceptable quality or at acceptable prices from BAK Shenzhen and other suppliers. We may
not be able to substitute suitable alternative contract manufacturers in a timely manner on commercially acceptable term or at all. We may be forced
to default on the agreements with our customers. This may negatively impact our revenues and adversely affect our reputation and relationships with
our customers, causing a material adverse effect on our financial condition, results of operations and prospects.
Our business depends on the growth in demand for electric vehicles, light electric vehicles, electric tools, energy storage, UPS, and other high-
power electric devices.
As the demand for our products is directly related to the market demand for high-power electric devices, a fast growing high-power electric devices
market will be critical to the success of our business. In anticipation of an expected increase in the demand for high-power electric devices such as
electric vehicles, light electric vehicles, electric tools, energy storage and UPS in the next few years, we have built our Dalian manufacturing
facilities. However, the markets we have targeted, primarily those in the PRC, may not achieve the level of growth we expect. If this market fails to
achieve our expected level of growth, we may have excess production capacity and may not be able to generate enough revenue to obtain our
profitability.
If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively.
The battery industry has been notable for the pace of innovations in product life, product design and applied technology. We and our competitors
have made, and continue to make, investments in research and development with the goal of further innovation. The successful development and
introduction of new products and line extensions face the uncertainty of customer acceptance and reaction from competitors, as well as the possibility
of cannibalization of sales of our existing products. In addition, our ability to create new products and line extensions and to sustain existing products
is affected by whether we can:
● develop and fund research and technological innovations;
● receive and maintain necessary intellectual property protections;
● obtain governmental approvals and registrations;
● comply with governmental regulations; and
● anticipate customer needs and preferences successfully.
The failure to develop and launch successful new products could hinder the growth of our business and any delay in the development or launch of a
new product could also compromise our competitive position. If competitors introduce new or enhanced products that significantly outperform ours,
or if they develop or apply manufacturing technology which permits them to manufacture at a significantly lower cost relative to ours, we may be
unable to compete successfully in the market segments affected by these changes.
Our efforts to develop products for new commercial applications could fail.
Although we are involved with developing certain products for new commercial applications, we cannot provide assurance that acceptance of our
products will occur due to the highly competitive nature of the business. There are many new product and technology entrants into the marketplace,
and we must continually reassess the market segments in which our products can be successful and seek to engage customers in these segments that
will adopt our products for use in their products. In addition, these companies must be successful with their products in their markets for us to gain
increased business. Increased competition, failure to gain customer acceptance of products, the introduction of competitive technologies or failure of
our customers in their markets could have a further adverse effect on our business.
Our future success depends on the success of manufacturers of the end applications that use our products.
As we expand to the battery markets for global electric vehicles, light electric vehicles, electric tools, energy storage, UPS and other high-power
electric devices, our future success depends on whether end-application manufacturers are willing to use batteries that incorporate our products. To
secure acceptance of our products, we must constantly develop and introduce more reliable and cost-effective battery cells with enhanced
functionality to meet evolving industry standards. Our failure to gain acceptance of our products from these manufacturers could materially and
adversely affect our future success.
Even if a manufacturer decides to use batteries that incorporate our products, the manufacturer may not be able to market and sell its products
successfully. The manufacturer’s inability to market and sell its products successfully, whether from lack of market acceptance or otherwise, could
materially and adversely affect our business and prospects because this manufacturer may not order new products from us. If we cannot achieve the
expected level of sales, we will not be able to make sufficient profits to offset the expenditures we have incurred to expand our production capacity,
nor will we be able to grow our business. Accordingly, our business, financial condition, results of operations and future success would be materially
and adversely affected.
12
Our failure to keep up with rapid technological changes and evolving industry standards may cause our products to become obsolete and less
marketable, resulting in loss of market share to our competitors.
The lithium-based battery market is characterized by changing technologies and evolving industry standards, which are difficult to predict. This,
coupled with frequent introduction of new products and models, has shortened product life cycles and may render our products obsolete or
unmarketable. Our ability to adapt to evolving industry standards and anticipate future standards will be a significant factor in maintaining and
improving our competitive position and our prospects for growth. To achieve this goal, we have invested and plan to continue investing significant
financial resources in our R&D infrastructure. R&D activities, however, are inherently uncertain, and we might encounter practical difficulties in
commercializing our research results. Accordingly, our significant investment in our R&D infrastructure may not bear fruit. On the other hand, our
competitors may improve their technologies or even achieve technological breakthroughs that would render our products obsolete or less marketable.
Therefore, our failure to effectively keep up with rapid technological changes and evolving industry standards by introducing new and enhanced
products may cause us to lose our market share and to suffer a decrease in our revenue.
A change in our product mix may cause our results of operations to differ substantially from the anticipated results in any particular period.
Our overall profitability may not meet expectations if our products, customers or geographic mix are substantially different than anticipated. Our
profit margins vary among products, customers and geographic markets. Consequently, if our mix of any of these is substantially different from what
is anticipated in any particular period, our profitability could be lower than anticipated.
We may be subject to declining average selling prices, which may harm our revenue and gross profits.
Consumer electronics such as electric vehicles, light electric vehicles, electric tools, energy storage, UPS are subject to declines in average selling
prices due to rapidly evolving technologies, industry standards and consumer preferences. As a result, manufacturers of these electronic devices
expect us as suppliers to cut our costs and lower the price of our products in order to mitigate the negative impact on their own margins. We have
reduced the price of some of our electric bike batteries in the past in order to meet market demand and expect to continue to face market-driven
downward pricing pressures in the future. Our revenue and profitability will suffer if we are unable to offset any declines in our average selling prices
by developing new or enhanced products with higher selling prices or gross profit margins, increasing our sales volumes or reducing our costs on a
timely basis.
We may face impairment charges if economic environments in which our businesses operate and key economic and business assumptions
substantially change.
Assessment of the potential impairment of property, plant and equipment and other identifiable intangible assets is an integral part of our normal
ongoing review of operations. Testing for potential impairment of long-lived assets is dependent on numerous assumptions and reflects our best
estimates at a particular point in time, which may vary from testing date to testing date. The economic environments in which our businesses operate
and key economic and business assumptions with respect to projected product selling prices and materials costs, market growth and inflation rates,
can significantly affect the outcome of impairment tests. Estimates based on these assumptions may differ significantly from actual results. Changes
in factors and assumptions used in assessing potential impairments can have a significant impact on both the existence and magnitude of
impairments, as well as the time at which such impairments are recognized. Future changes in the economic environment and the economic outlook
for the assets being evaluated could also result in impairment charges. Any significant asset impairments would adversely impact our financial
results.
We experience fluctuations in quarterly and annual operating results.
Our quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future. The demand for our products is driven
largely by the demand for the end-product applications that are powered by our products. Accordingly, the rechargeable battery industry is affected
by market conditions that are often outside our control. Our results of operations may fluctuate significantly from period to period due to a number of
factors, including seasonal variations in consumer demand for batteries and their end applications, capacity ramp up by competitors, industry-wide
technological changes, the loss of a key customer and the postponement, rescheduling or cancellation of large orders by a key customer. As a result
of these factors and other risks discussed in this section, period-to-period comparisons should not be relied upon to predict our future performance.
13
We may not be able to substantially increase our manufacturing output in order to maintain our cost competitiveness.
We believe that our ability to provide cost-effective products is one of the most significant factors that contributed to our past success and will be
essential for our future growth. We believe this is one of our competitive advantages over our Japanese and Korean competitors. We need to increase
our manufacturing output to a level that will enable us to substantially reduce the cost of our products on a per unit basis through economies of scale.
However, our ability to substantially increase our manufacturing output is subject to significant constraints and uncertainties, including:
● the need to raise significant additional funds to purchase and prepay raw materials or to build additional manufacturing facilities, which we
may be unable to obtain on reasonable terms or at all;
● delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as increases in raw material
prices and problems with equipment vendors;
● delays or denial of required approvals by relevant government authorities;
● diversion of significant management attention and other resources; and
● failure to execute our expansion plan effectively.
If we are unable to increase our manufacturing output because of any of the risks described above, we may be unable to maintain our competitive
position or achieve the growth we expect. Moreover, even if we expand our manufacturing output, we may not be able to generate sufficient
customer demand for our products to support our increased production output.
Maintaining our manufacturing operations will require significant capital expenditures, and our inability or failure to maintain our operations
would have a material adverse impact on our market share and ability to generate revenue.
We had capital expenditures of approximately $7.4 million and $2.5 million in the fiscal years ended December 31, 2018 and 2019, respectively. We
may incur significant additional capital expenditures as a result of unanticipated expenses, regulatory changes and other events that impact our
business. If we are unable or fail to adequately maintain our manufacturing capacity or quality control processes, we could lose customers and there
could be a material adverse impact on our market share and our ability to generate revenue.
We may incur significant costs because of the warranties we supply with our products and services.
With respect to the sale of our battery products from fiscal 2016, we typically offer warranties against any defects due to product malfunction or
workmanship for a period of six months-to-eight years from the date of purchase, including a period of six to twenty-four months for battery cells,
and a period of twelve to twenty-seven months for battery modules for electric bicycles, and a period of three years to eight years (or 120,000 or
200,000 km if reached sooner) for battery modules for electric vehicles. We provide a reserve for these potential warranty expenses, which is based
on an analysis of historical warranty issues. There is no assurance that future warranty claims will be consistent with past history, and in the event we
experience a significant increase in warranty claims, there is no assurance that our reserves will be sufficient. This could have a material adverse
effect on our business, financial condition and results of operations.
We do not have insurance coverage against damages or losses of our products. Defects in our products could result in a loss of customers and
decrease in revenue, unexpected expenses and a loss of market share.
We have not purchased product liability insurance to provide against any claims against us based on our product quality. We expect that we will
purchase product liability insurance in fiscal year 2020. If we fail to purchase product liability insurance, defects in our products could result in a loss
of customers and decrease in revenue, unexpected expenses and a loss of market share, and any of our products are found to have reliability, quality
or compatibility problems, we will be required to accept returns, provide replacements, provide refunds, or pay damages. As the insurance policy
imposes a ceiling for maximum coverage and high deductibles, we may not be able to obtain from the insurance policy a sufficient amount to
compensate our customers for damages they suffered attributable to the quality of the products. Moreover, the insurance policy also excludes certain
types of claims from its coverage, and if any of our customers’ claims against us falls into those exclusions, we would not receive any amount from
the insurance policy at all. In either case, we may still be required to incur substantial amounts to indemnify our customers in respect of their product
quality claims against us, which would materially and adversely affect the results of our operations and severely damage our reputation.
14
We may not be able to accurately plan our production based on our sales contracts, which may result in excess product inventory or product
shortages.
Our sales contracts typically provide for a non-binding, three-month forecast on the quantity of products that our customers may purchase from us.
We typically have only a 15-day lead time to manufacture products to meet our customers’ requirements once our customers place orders with us. To
meet the short delivery deadline, we generally make significant decisions on our production level and timing, procurement, facility requirements,
personnel needs and other resources requirements based on our estimate in light of this forecast, our past dealings with such customers, market
conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates. If the final purchase orders
substantially differ from our estimates, we may have excess product inventory or product shortages. Excess product inventory could result in
unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines. Producing additional products to make up for any
product shortages within a short time frame may be difficult, making us unable to fill out the purchase orders. In either case, our results of operation
would fluctuate from period to period.
We historically depended on third parties to supply key raw materials and components to us. Failure to obtain a sufficient supply of these raw
materials and components in a timely fashion and at reasonable costs could significantly delay our production and shipments, which would cause
us to breach our sales contracts with our customers.
We historically purchased from Chinese domestic suppliers certain key raw materials and components such as electrolytes, electrode materials and
import separators, a key component of battery cells, from foreign countries. We purchased raw materials and components on the basis of purchase
orders. In the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply of these raw materials and components from
our existing suppliers or alternates in a timely fashion or at a reasonable cost. If we fail to secure a sufficient supply of key raw materials and
components in a timely fashion, it would result in a significant delay in our production and shipments, which may cause us to breach our sales
contracts with our customers. Furthermore, failure to obtain sufficient supply of these raw materials and components at a reasonable cost could also
harm our revenue and gross profit margins.
Fluctuations in prices and availability of raw materials, particularly Ni, Co, Mn and LiFePO4, could increase our costs or cause delays in
shipments, which would adversely impact our business and results of operations.
Our operating results could be adversely affected by increases in the cost of raw materials, particularly Ni, Co, Mn and LiFePO4, the primary cost
component of our battery products, or other product parts or components. The price of Ni, Co, Mn and LiFePO4 is not stable. If the price increases, it
will negatively impact our financial results in years ahead. We historically have not been able to fully offset the effects of higher costs of raw
materials through price increases to customers or by way of productivity improvements.
A significant increase in the price of one or more raw materials, parts or components or the inability to successfully implement price increases/
surcharges to mitigate such cost increases could have a material adverse effect on our results of operations.
We mainly manufacture and market lithium-based battery cells. If a viable substitute product or chemistry emerges and gains market acceptance,
our business, financial condition and results of operations will be materially and adversely affected.
We mainly manufacture and market lithium-based batteries. As we believe that the market for lithium-based batteries has good growth potential, we
have focused our R&D activities on exploring new chemistries and formulas to enhance our product quality and features while reducing cost. Some
of our competitors are conducting R&D on alternative battery technologies, such as fuel cells. If any viable substitute product emerges and gains
market acceptance because it has more enhanced features, more power, more attractive pricing, or better reliability, the market demand for our
products may be reduced, and accordingly our business, financial condition and results of operations would be materially and adversely affected.
Manufacturing or use of our products may cause accidents, which could result in significant production interruption, delay or claims for
substantial damages.
Due to the high energy density inherent in lithium-based batteries, our batteries can pose certain safety risks, including the risk of fire. Although we
incorporate safety procedures in the research, development, manufacture and transportation of batteries that are designed to minimize safety risks, the
manufacture or use of our products may still cause accidents. Any accident, whether occurring at the manufacturing facilities or from the use of our
products, may result in significant production interruption, delays or claims for substantial damages caused by personal injuries or property damages.
15
We face intense competition from other battery manufacturers, many of which have significantly greater resources.
The market for batteries used in electric vehicles and light electric vehicles is intensely competitive and is characterized by frequent technological
changes and evolving industry standards. We expect competition to become more intense. Increased competition may result in declines in average
selling prices, causing a decrease in gross profit margins. We have faced and will continue to face competition from manufacturers of traditional
rechargeable batteries, such as lead-acid batteries other manufacturers of lithium-ion batteries, as well as from companies engaged in the
development of batteries incorporating new technologies. Other manufacturers of high-power lithium batteries currently include Panasonic
Corporation, Samsung Electronics Co., Ltd., BYD Co. Ltd., Tianjin Lishen Battery Joint Stock Co., Ltd., Amperex Technology Limited, BYD Co.
Ltd, Hefei Guoxuan Hi-Tech Power Energy Co., Ltd and Chaowei Power Holdings Limited.
Many of these existing competitors have greater financial, personnel, technical, manufacturing, marketing, sales and other resources than we do. As a
result, these competitors may be in a stronger position to respond quickly to market opportunities, new or emerging technologies and evolving
industry standards. Many of our competitors are developing a variety of battery technologies, such as lithium polymer and fuel cell batteries, which
are expected to compete with our existing product lines. Other companies undertaking R&D activities of solid-polymer lithium-ion batteries have
developed prototypes and are constructing commercial scale production facilities. It is possible that our competitors will be able to introduce new
products with more desirable features than ours and their new products will gain market acceptance. If our competitors successfully do so, we may
not be able to maintain our competitive position and our future success would be materially and adversely affected.
We are dependent on a limited number of customers for a significant portion of our revenues and this dependence is likely to continue.
We have been dependent on a limited number of customers for a significant portion of our revenue. Our top five customers accounted for
approximately 62.42% and 77.59% of our revenues for the years ended December 31, 2018 and 2019, respectively. Dependence on a few customers
could make it difficult to negotiate attractive prices for our products and could expose us to the risk of substantial losses if a single dominant
customer stops purchasing our products. We expect that a limited number of customers will continue to contribute a significant portion of our sales in
the near future. Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our business. If we
fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases fewer of our products, defers
orders or fails to place additional orders with us, or if we fail to develop additional major customers, our revenue could decline, and our results of
operations could be adversely affected.
We do not have long-term purchase commitments from our customers, which may result in significant uncertainties and volatility with respect to
our revenue from period to period.
We do not have long-term purchase commitments from our customers and the term of our sales contracts with our customers is typically one year or
less. Furthermore, these contracts leave certain major terms such as price and quantity of products open to be determined in each purchase order.
These contracts also allow parties to re-adjust the contract price for substantial changes in market conditions. As a result, if our customers hold
stronger bargaining power than us or the market conditions are in their favor, we may not be able to enjoy the price downside protection or upside
gain. Furthermore, our customers may decide not to continue placing purchase orders with us in the future at the same level as in prior periods. As a
result, our results of operations may vary from period to period and may fluctuate significantly in the future.
We extend relatively long payment terms to some large customers.
As is customary in the industry in the PRC, we extend relatively long payment terms to some large customers. As a result of the size of many of our
orders, these extended terms may adversely affect our cash flow and our ability to fund our operations out of our operating cash flow. In addition,
although we attempt to establish appropriate reserves for our receivables, those reserves may not prove to be adequate in view of actual levels of bad
debts. The failure of our customers to pay us timely would negatively affect our working capital, which could in turn adversely affect our cash flow.
Our customers often place large orders for products, requiring fast delivery, which impacts our working capital. If our customers do not incorporate
our products into their products and sell them in a timely fashion, for example, due to excess inventories, sales slowdowns or other issues, they may
not pay us in a timely fashion, even on our extended terms. Our customers’ failure to pay may force us to defer or delay further product orders, which
may adversely affect our cash flows, sales or income in subsequent periods.
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We face risks associated with the marketing, distribution and sale of our products internationally, and if we are unable to effectively manage
these risks, they could impair our ability to expand our business abroad.
For the years ended December 31, 2018 and 2019, we derived 12.9% and 2.5%, respectively, of our sales from outside the PRC mainland. We still
deem overseas market as an important revenue source for us, and have been actively exploring overseas customers. The marketing, international
distribution and sale of our products expose us to a number of risks, including:
● fluctuations in currency exchange rates;
● difficulty in engaging and retaining distributors that are knowledgeable about, and can function effectively in, overseas markets;
● increased costs associated with maintaining marketing efforts in various countries;
● difficulty and cost relating to compliance with the different commercial and legal requirements of the overseas markets in which we offer
our products;
● inability to obtain, maintain or enforce intellectual property rights; and
● trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products
and make us less competitive in some countries.
Our business depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may be severely
disrupted if we lost their services.
Our future success heavily depends on the continued service of our senior executives and other key employees. In particular, we rely on the expertise
and experience of our Chairman, Chief Executive Officer, President Mr. Yunfei Li, our Interim Chief Financial Officer, Ms. Xiangyu Pei. If one or
more of our other senior executives are unable or unwilling to continue to work for us in their present positions, we may encounter similar problems,
but on a compounded basis. Moreover, if any of our current or former senior executives joins a competitor or forms a competing company, we may
lose customers, suppliers, know-how and key personnel. Each of our executive officers has entered into an employment agreement with us, which
contains non-competition and confidentiality clauses. However, if any dispute arises between our current or former executive officers and the
Company, it is hard to predict the extent to which any of these agreements could be enforced in China, where these executive officers reside, in light
of the uncertainties with China’s legal system.
We have experienced significant management changes which could increase our control risks and have a material adverse effect on our ability to
do business and our results of operations.
Since February 2009, we have had a number of changes in our senior management, including multiple changes in our Chief Financial Officer. The
magnitude of these past and expected changes and the short time interval in which they have occurred or are expected to occur, particularly during
the ongoing economic and financial crisis, add to the risks of control failures, including a failure in the effective operation of our internal control over
financial reporting or our disclosure controls and procedures. Control failures could result in material adverse effects on our financial condition and
results of operations. It may take time for the new management team to become sufficiently familiar with our business and each other to effectively
develop and implement our business strategies. This turnover of key management positions could further harm our financial performance and results
of operations. Management attention may be diverted from regular business concerns by reorganizations.
The success of our business depends on our ability to attract, train and retain highly skilled employees and key personnel.
Because of the highly specialized, technical nature of our business, we must attract, train and retain a sizable workforce comprising highly skilled
employees and other key personnel. Since our industry is characterized by high demand and intense competition for talent, we may have to pay
higher salaries and wages and provide greater benefits in order to attract and retain highly skilled employees or other key personnel that we will need
to achieve our strategic objectives. As we are still a relatively young company and our business has grown rapidly, our ability to train and integrate
new employees into our operations may not meet the requirements of our growing business. Our failure to attract, train or retain highly skilled
employees and other key personnel in numbers that are sufficient to satisfy our needs would materially and adversely affect our business.
17
We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause our loss of
significant rights and inability to continue providing our existing product offerings.
Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights
of third parties. The validity and scope of claims relating to lithium-ion battery technology patents involve complex scientific, legal and factual
questions and analysis and, therefore, may be highly expensive and time-consuming. If there is a successful claim of infringement against us, we may
be required to pay substantial damages to the party claiming infringement, develop non-infringing technologies or enter into royalty or license
agreements that may not be available on acceptable terms, if at all. Our failure to develop non-infringing technologies or license the proprietary rights
on a timely basis would harm our business. Protracted litigation could result in our customers, or potential customers, deferring or limiting their
purchase or use of our products until resolution of such litigation. Parties making the infringement claim may also obtain an injunction that can
prevent us from selling our products or using technology that contains the allegedly infringing contents. Any intellectual property litigation could
have a material adverse effect on our business, results of operation and financial condition.
We do not hold the property ownership rights for facilities located in the PRC. Our manufacturing activities could be adversely affected if we lose
the facilities that we do not have property ownership rights.
We have obtained land use rights for our Dalian manufacture facilities, but have not yet obtained the property ownership of the Dalian manufacture
facilities including its plants, office building, warehouse, and related supporting facilities. We expect that we will obtain such property ownership
rights by June 2021. If we lose our Dalian facility due to the lack of the property ownership, our manufacturing activities will be adversely impacted.
Compliance with environmental regulations can be expensive, and our failure to comply with these regulations may result in adverse publicity
and a material adverse effect on our business.
As a manufacturer, we are subject to various PRC environmental laws and regulations on air emission, waste water discharge, solid waste and noise.
Although we believe that our operations are in substantial compliance with current environmental laws and regulations, we may not be able to
comply with these regulations at all times as the PRC environmental legal regime is evolving and becoming more stringent. Therefore, if the PRC
government imposes more stringent regulations in the future, we will have to incur additional substantial costs and expenses in order to comply with
new regulations, which may negatively affect our results of operations. If we fail to comply with any of the present or future environmental
regulations in material aspects, we may suffer from negative publicity and may be required to pay substantial fines, suspend or even cease operations.
Failure to comply with PRC environmental laws and regulations may materially and adversely affect our business, financial condition and results of
operations.
To the extent we ship our products outside of the PRC, or to the extent our products are used in products sold outside of the PRC, they may be
affected by the following: The transportation of non-rechargeable and rechargeable lithium batteries is regulated by the International Civil Aviation
Organization, or ICAO, and corresponding International Air Transport Association, or IATA, Pipeline & Hazardous Materials Safety Administration,
or PHMSA, Dangerous Goods Regulations and the International Maritime Dangerous Goods Code, or IMDG, and in the PRC by General
Administration of Civil Aviation of China and Maritime Safety Administration of People’s Republic of China. These regulations are based on the
United Nations, or UN, Recommendations on the Transport of Dangerous Goods Model Regulations and the UN Manual of Tests and Criteria. We
currently ship our products pursuant to ICAO, IATA, IMDG and PHMSA hazardous goods regulations. New regulations that pertain to all lithium
battery manufacturers went into effect in 2019, 2017-2018 and 2016. The regulations require companies to meet certain testing, packaging, labeling
and shipping specifications for safety reasons. We comply with all current PRC and international regulations for the shipment of our products, and
will comply with any new regulations that are imposed. We have established our own testing facilities to ensure that we comply with these
regulations. If we were unable to comply with the new regulations, however, or if regulations are introduced that limit our ability to transport our
products to customers in a cost-effective manner, this could have a material adverse effect on our business, financial condition and results of
operations.
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We do not have insurance coverage against all the damages or losses of our Dalian facilities.
We currently have insurance for our pledged machinery and equipment and pledged buildings located at our Dalian facilities. We expect we will
purchase related insurance for the remaining buildings when we obtain the property ownership certificate after the construction is completed. If we
were to suffer any losses or damages to any of the facilities before the purchase of insurance, our business, financial condition and results of
operations would be materially and adversely affected.
We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate the material weaknesses or
maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent
fraud, and investor confidence and the market price of our shares may be adversely affected.
To implement Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of
management on the company’s internal control over financial reporting in their annual reports on Form 10-K. Under current law, we are subject to
the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls,
assuming our filing status remains as a smaller reporting company. A report of our management is included under Item 9A of this Annual Report on
Form 10-K. Our management has identified the following material weakness in our internal control over financial reporting: we did not have
appropriate policies and procedures in place to evaluate the proper accounting and disclosures of key documents and agreements, and there was
insufficient accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting
principles generally accepted in the United States of America, or U.S. GAAP, commensurate with our financial reporting requirements. A “material
weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have taken
measures and plan to continue to take measures to remedy this material weakness. Since September 2016, we have regularly offered our financial
personnel trainings on internal control and risk management. Since November 2016, we have regularly provided trainings to our financial personnel
on U.S. GAAP accounting guidelines. However, the implementation of these measures may not fully address the material weakness in our internal
control over financial reporting. Our failure to address any control deficiency could result in inaccuracies in our financial statements and could also
impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, effective
internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations and
prospects, as well as the trading price of our shares, may be materially and adversely affected.
If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to
expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and
could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.
Recently, U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-
called reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators
and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting
irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of
adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of
many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are
now subject to shareholder lawsuits and SEC enforcement actions, and are conducting internal and external investigations into the allegations. It is
not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock price. If we
become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant
resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management
from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely and your
investment in our stock could be rendered worthless.
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The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any
regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is
located in China where substantially all of our operations and business are located have conducted any due diligence on our operations or
reviewed or cleared any of our disclosures.
We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations
promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily
in the United States, however, substantially all of our operations are located in China. Since substantially all of our operations and business take place
in China, it may be more difficult for the Staff of the SEC to overcome the geographic and cultural obstacles that are present when reviewing our
disclosures. These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United
States. Furthermore, our SEC reports and other disclosures and public pronouncements are not subject to the review or scrutiny of any PRC
regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review of China Securities Regulatory
Commission, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings
and our other public pronouncements with the understanding that no local regulator has done any due diligence on our company and with the
understanding that none of our SEC reports, other filings or any of our other public pronouncements has been reviewed or otherwise been scrutinized
by any local regulator.
Our auditors, based in Hong Kong, China, like other independent registered public accounting firms operating in China and to the extent their
audit clients have operations in China, is not permitted to be subject to full inspection by the Public Company Accounting Oversight Board and,
as such, you may be deprived of the benefits of such inspection.
Our independent registered public accounting firms that issued the audit reports included in our annual reports filed with the SEC, as auditors of
companies that are traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United
States), or PCAOB, are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the
laws of the United States and professional standards.
However, our operations are solely located in the PRC, a jurisdiction where PCAOB is currently unable to conduct inspections without the approval
of the PRC authorities. Our independent registered public accounting firm, like others operating in China (and Hong Kong, to the extent their audit
clients have operations in China), is currently not subject to inspection conducted by the PCAOB. Inspections of other firms that the PCAOB has
conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part
of the inspection process to improve future audit quality. The inability of the PCAOB to conduct full inspections of auditors operating in China
makes it more difficult to evaluate our auditors’ audit procedures or quality control procedures. As a result, investors may be deprived of the benefits
of PCAOB inspections.
Proceedings instituted by the SEC against five PRC-based accounting firms could result in financial statements being determined to be not in
compliance with the requirements of the Securities Exchange Act of 1934.
In December 2012, the SEC instituted proceedings under Rule 102(e)(1)(iii) of the SEC’s Rules of Practice against five PRC-based accounting firms,
alleging that these firms had violated U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’
work papers related to their audits of certain PRC-based companies that are publicly traded in the United States. Rule 102(e)(1)(iii) grants to the SEC
the authority to deny to any person, temporarily or permanently, the ability to practice before the SEC who is found by the SEC, after notice and
opportunity for a hearing, to have willfully violated, or willfully aided and abetted the violation of, any such laws or rules and regulations. On
January 22, 2014, an initial administrative law decision was issued, sanctioning four of these accounting firms and suspending them from practicing
before the SEC for a period of six months. The sanction will not take effect until there is an order of effectiveness issued by the SEC. In February
2014, four of these PRC-based accounting firms filed a petition for review of the initial decision. In February 2015, each of these four accounting
firms agreed to a censure and to pay fine to the SEC to settle the dispute with the SEC. The settlement stays the current proceeding for four years,
during which time the firms are required to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via
the CSRC. If a firm does not follow the procedures, the SEC would impose penalties such as suspensions, or commence a new, expedited
administrative proceeding against the non-compliant firm or it could restart the administrative proceeding against all four firms. The four-year mark
occurred on February 6, 2019.
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While these issues raised by the proceedings are not specific to our auditor or to us, they potentially affect equally all PCAOB-registered audit firms
based in China and all businesses based in China (or with substantial operations in China) with securities listed in the United States. Depending upon
the final outcome, public companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of
their operations in the PRC, which may result in SEC’s revocation of the registration of their shares under the Exchange Act. Such a determinate
would cause the immediate delisting of our common stock from the NASDAQ Stock Market, and the effective termination of the trading market for
our securities in the United States, which would likely have a significant adverse effect on the value of our securities. Moreover, although our
independent registered public accounting firm was not named as a defendant in the above SEC administrative proceedings, any negative news about
the proceedings against these audit firms may erode investor confidence in China-based, US public companies, including us, and the market price of
our shares may be adversely affected.
We may be adversely affected by the outcome of litigation against us in China.
On July 7, 2016, Shenzhen Huijie Purification System Engineering Co., Ltd (“Shenzhen Huijie”), one of the Company’s contractors, filed a lawsuit
against CBAK Power in the Peoples’ Court of Zhuanghe City, Dalian for the failure to pay pursuant to the terms of the contract and entrusted part of
the project of the contract to a third party without their prior consent. The plaintiff sought a total amount of $1,210,799 (RMB 8,430,792), including
construction costs of $0.9 million (RMB6.1 million, which we already accrued for at June 30, 2016), interest of $30,689 (RMB0.2 million) and
compensation of $0.3 million (RMB1.9 million). On September 7, 2016, upon the request of Shenzhen Huijie for property preservation, the Court of
Zhuanghe froze CBAK Power’s bank deposits totaling $1,210,799 (RMB 8,430,792) for a period of one year. Further on September 1, 2017, upon
the request of Shenzhen Huijie, the Court of Zhuanghe froze the bank deposits for another one year until August 31, 2018. Further on August 27,
2018, the Court of Zhuanghe froze the bank deposits for another year until August 27, 2019, upon the request of Shenzhen Huijie. On August 27,
2019, the Court of Zhuanghe again froze the bank deposits for another year until August 27, 2020, upon the request of Shenzhen Huijie. On June 30,
2017, according to the trial of first instance, the Court of Zhuanghe ruled that CBAK Power should pay the remaining contract amount of
RMB6,135,860 (approximately $0.9 million) claimed by Shenzhen Huijie as well as other expenses incurred including deferred interest, discounted
charge on bills payable, litigation fee and property preservation fee totaled $0.1 million. On July 24, 2017, CBAK Power filed an appellate petition to
the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” to defend the adjudication dated on June 30, 2017. On November 17, 2017, the Court
of Dalian rescinded the original judgement and remanded the case to the Court of Zhuanghe for retrial. The Court of Zhuanghe did a retrial and
requested an appraisal to be performed by a third-party appraisal institution on the construction cost incurred and completed by Shenzhen Huijie on
the subject project. On November 8, 2018, we received from the Court of Zhuanghe the construction-cost-appraisal report which determined that the
construction cost incurred and completed by Shenzhen Huijie for the subject project to be $1,311,197 (RMB9,129,868). On May 20, 2019, the Court
of Zhuanghe entered a judgment that Shenzhen Huijie should pay back to CBAK Power $254,824 (RMB 1,774,337) (the amount CBAK Power paid
in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019. Shenzhen Huijie filed an
appellate petition to the Court of Dalian. As of December 31, 2019, the Company has already paid RMB10,962,140 (approximately $1,574,342) and
accrued RMB6.1 million (approximately $0.9 million) for the construction cost incurred and completed by Shenzhen Huijie.
In late February 2018, we received a notice from Court of Zhuanghe that Shenzhen Huijie filed another lawsuit against CBAK Power for breaches
under the terms of a fire-control contract. The plaintiff sought a total amount of RMB244,942 ($35,178), including construction costs of
RMB238,735 ($34,286) and interest of RMB6,207 ($891). We have accrued for these amounts as of December 31, 2019. The Court of Zhuanghe
requested an appraisal to be performed by a third-party appraisal institution on the uncompleted construction cost on the subject project, which
should be deducted from the total construction cost of the contract. Based on the appraisal report from the appraisal institution that the uncompleted
cost was RMB 170,032 ($24,419).On October 16, 2018, the Court of Zhuanghe determined that CBAK Power should pay RMB 77,042 ($11,200) to
Shenzhen Huijie after deducting the uncompleted cost, as well as other expenses incurred including deferred interest and litigation fee. On January
29, 2019, the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” dismissed the appeal by Shenzhen Huijie and affirmed the original
judgement.
On July 25, 2019, we received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology Co., Ltd
filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16 million
(RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of December 31, 2019,
we have accrued the equipment cost of $0.14 million (RMB976,000). On August 9, 2019, upon the request of Shenzhen Xinjiatuo Automobile
Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK Power’s bank deposits totaling $0.16 million (RMB1,117,269),
including equipment cost $0.14 million (RMB976,000), interest $0.02 million (RMB136,269) and litigation fees of $718 (RMB5,000) for a period of
one year, or until August 2020. We believe that the plaintiff's claims are without merit and are vigorously defending ourselves in this proceeding. On
August 7, 2019, We filed counter claim arbitration against Shenzhen Xinjiatuo Automobile Technology Co., Ltd for return of the prepayment due to
the unqualified equipment, and sought a total amount of $0.29 million (RMB 1,986,400), including return of prepayment of $0.2 million
(RMB1,440,000), liquidated damages of $68,936 (RMB480,000) and litigation fees of $9,542 (RMB66,440).
In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou
Security”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total
amount of $20,065 (RMB139,713), including services expenses amount of $0.02 million (RMB 138,908) and interest of $115.6 (RMB 805). Upon
the request of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB
150,000) for a period of one year. As of December 31, 2019, nil was frozen by bank and the Company had accrued the service cost of $20,065
(RMB139,713).
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In December 2019, we received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd. (“Dalian
Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian Construction
sought a total amount of $99,251 (RMB691,086) and interest $1,884 (RMB12,934). As of December 31, 2019, the Company has accrued the
construction cost of $99,251 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe ordered to
freeze CBAK Power’s bank deposits totaling $101,109 (RMB704,020) for a period of one year to December 2020. As of December 31, 2019,
$94,965 (RMB661,240) was frozen by bank.
In February 2020, we received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan Shanshan”) filed
lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a total amount of $0.6
million (RMB 4,434,209), which has already been accrued for as of December 31, 2019. Upon the request of Dongguan Shanshan for property
preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $0.6 million (RMB4,434,209) for a period of one year
to December 17, 2020. As of December 31, 2019, $33,504 (RMB233,295) was frozen by bank.
On March 20, 2020, we received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing Co., Ltd
(“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan
sought a total amount of $0.3 million (RMB 2,029,594), including materials purchase cost of $0.3 million (RMB 1,932,947), and interest of $13,880
(RMB 96,647). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi froze CBAK Power’s bank deposits totaling $
0.3 million (RMB 2,029,594) for a period of one year to March 3, 2020. As of December 31, 2019, the Company has accrued materials purchase cost
of $0.3 million (RMB 1,932,947).
In early September 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration Commission
against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $89,295 (RMB638,359) and
compensation of $75,956 (RMB543,000), totaling $0.17 million (RMB1,181,359). In addition, upon the request of the employees for property
preservation, bank deposit of $0.17 million (RMB1,181,359) was frozen by the court of Suzhou for a period of one year. On September 5, 2019,
CBAK Suzhou and the employees reached an agreement that CBAK Suzhou will pay these salaries and compensation. As of December 31, 2019, $6
(RMB43) was frozen by bank. Subsequent to December 31, 2019, the Company fully repaid the salaries and compensation.
Although we believe that some of plaintiff’s claims in the above lawsuits are without merit and we are vigorously defending ourselves, there is no
assurance that we will be successful in the lawsuit. In the event that plaintiff prevails in the lawsuit, unfavorable court judgment could have an
adverse effect on our business, financial condition and results of operations.
US federal income tax reform could have unforeseen effects on our financial condition and results of operations.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”), which significantly changed U.S. tax law. The
Tax Cuts and Jobs Act significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate
income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions;
migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign
earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign
subsidiaries; and providing for new taxes on certain foreign earnings. We are still in the process of analyzing the Tax Cuts and Jobs Act and its
possible effects on us. The impact of this tax reform on holders of our common stock is uncertain and could be adverse. In addition, the actual impact
of the Tax Cuts and Jobs Act on us may differ from our estimates, and we may update the provisional amount upon obtaining, preparing or analyzing
additional information, based on our review of future regulations or guidance issued by the U.S. Department of the Treasury, and specific actions we
may take in the future.
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RISKS RELATED TO DOING BUSINESS IN CHINA
Changes in the economic and political policies of the PRC government could have a material and adverse effect on our business and operations.
We conduct substantially all our business operations in China. Accordingly, our results of operations, financial condition and prospects are
significantly dependent on economic and political developments in China. China’s economy differs from the economies of developed countries in
many aspects, including the level of development, growth rate and degree of government control over foreign exchange and allocation of resources.
While China’s economy has experienced significant growth in the past 30 years, the growth has been uneven across different regions and periods and
among various economic sectors in China. We cannot assure you that China’s economy will continue to grow, or that if there is growth, such growth
will be steady and uniform, or that if there is a slowdown, such slowdown will not have a negative effect on its business and results of operations.
The PRC government exercises significant control over China’s economic growth through the allocation of resources, control over payment of
foreign currency-denominated obligations, implementation of monetary policy, and preferential treatment of particular industries or companies.
Certain measures adopted by the PRC government may restrict loans to certain industries, such as changes in the statutory deposit reserve ratio and
lending guidelines for commercial banks by the People’s Bank of China, or PBOC. These current and future government actions could materially
affect our liquidity, access to capital, and ability to operate our business.
The global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went into recession.
Since 2012, growth of the Chinese economy has slowed down. The PRC government has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy but may also have a negative effect on
us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or
changes in tax regulations that are applicable to us. In addition, any stimulus measures designed to boost the Chinese economy, may contribute to
higher inflation, which could adversely affect our results of operations and financial condition.
Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
We conduct substantially all of our business through our operating subsidiaries in China. Our operating subsidiaries are generally subject to laws and
regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises, or FIEs. The PRC legal
system is based on written statutes, and prior court decisions may be cited for reference, but have limited precedential value. Since 1979, a series of
new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since
the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of
these laws, regulations and rules involve uncertainties for you and us. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention. Moreover, most of our executive officers and directors are residents of China and not of
the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors
to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and
subsidiaries.
The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to
taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China
are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in
which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and
efforts on our part to ensure our compliance with such regulations or interpretations.
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Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more
centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic
conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint
ventures.
We rely on dividends and other distributions on equity paid by our subsidiaries for our cash needs.
We are a holding company, and we conduct all of our operations through our PRC subsidiaries. We rely on dividends and other distributions on
equity paid by our PRC subsidiaries for our cash needs, including the funds necessary to pay dividends and other cash distributions to our
stockholders, to service any debt we may incur and to pay our operating expenses. Current regulations in the PRC permit payment of dividends only
out of accumulated profits as determined in accordance with PRC accounting standards and regulations. According to the articles of association of
our PRC subsidiaries, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profit based on the PRC accounting standards
and regulations each year to its statutory general reserve, until the balance in the reserve reaches 50% of the registered capital of the company. Funds
in the reserve are not distributable to us in forms of cash dividends, loans or advances. In addition, if our PRC subsidiaries incur debt on their own
behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us, which in turn will
adversely affect our available cash. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit
our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our
business.
Restrictions on currency exchange may limit our ability to receive and use our sales revenue effectively.
The majority of our sales will be settled in RMB, and any future restrictions on currency exchanges may limit our ability to use revenue generated in
RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government
introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain,
including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial
documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items,
including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate
foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent
restrictions on the convertibility of the RMB in the future.
Fluctuations in exchange rates could adversely affect our business and the value of our securities.
The value of our securities will be indirectly affected by the foreign exchange rate between the U.S. dollar and RMB and between those currencies
and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would
affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations.
Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars, as well as
earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.
Since July 2005, the RMB has no longer been pegged to the U.S. dollar. However, the PBOC regularly intervenes in the foreign exchange market to
limit fluctuations in RMB exchange rates and achieve policy goals. Following the removal of the U.S. dollar peg, the RMB appreciated more than
20% against the U.S. dollar over the following three years. From July 2008 to June 2010, this appreciation halted and the exchange rate between the
Renminbi and the U.S. dollar remained within a narrow band. Between June 2010 and August 2015, the Renminbi appreciated slowly against the
U.S. dollar, though there were periods when the U.S. dollar appreciated against the RMB. On August 11, 2015, the People’s Bank of China allowed
the Renminbi to depreciate by approximately 2% against the U.S. dollar. On November 30, 2015, the Executive Board of the International Monetary
Fund (IMF) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that
with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency,
along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi had depreciated significantly
in the backdrop of a surging U.S. dollar and persistent capital outflows of China. This depreciation halted in 2017, and the RMB appreciated
approximately 7% against the U.S. dollar during this one-year period. The Renminbi in 2018 depreciated approximately by 5% against the U.S.
dollar and continued to depreciate against the U.S. dollar by slightly over 1% in 2019. In the long term, the RMB may appreciate or depreciate more
significantly in value against the U.S. dollar or other foreign currencies, depending on the market supply and demand with reference to a basket of
currencies.
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Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any
hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be
limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by
PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies. As a result, fluctuations in exchange rates may
have a material adverse effect on your investment.
Failure to comply with PRC regulations relating to the investment in offshore special purpose companies by PRC residents may subject our PRC
resident stockholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC
subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us.
On July 14, 2014, SAFE issued the Circular on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Roundtrip Investment
through Special Purpose Vehicles (“Circular 37”), which replaced the Circular 75, promulgated by SAFE on October 21, 2005. Circular 37 requires
PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the
purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore
assets or interests, referred to in Circular 37 as a “special purpose vehicle.”
We have notified substantial beneficial owners of our company who we know are PRC residents to comply with the registration obligation. However,
we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do not have control over our beneficial
owners and cannot assure you that all of our PRC resident beneficial owners will comply with Circular 37. The failure of our beneficial owners who
are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to Circular 37 or the failure of future beneficial owners
of our company who are PRC residents to comply with the registration procedures set forth in Circular 37 may subject such beneficial owners or our
PRC subsidiaries to fines and legal sanctions. Failure to register or amend the registration may also limit our ability to contribute additional capital to
our PRC subsidiaries or receive dividends or other distributions from our PRC subsidiaries or other proceeds from disposal of our PRC subsidiaries,
or we may be penalized by SAFE. These risks may have a material adverse effect on our business, financial condition and results of operations.
The M&A Rule establishes more complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more
difficult for us to pursue growth through acquisitions in China.
On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, promulgated the Provisions Regarding
Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The
M&A Rule establishes additional procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more
time-consuming and complex, including requirements in some instances that the PRC Ministry of Commerce be notified in advance of any change-
of-control transaction and in some situations, require approval of the PRC Ministry of Commerce when a foreign investor takes control of a Chinese
domestic enterprise. The regulations prohibit a transaction at an acquisition price obviously lower than the appraised value of the PRC business or
assets and in certain transaction structures, require that consideration must be paid within defined periods, generally not in excess of a year. The
regulation also limits our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration,
holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction
structures involving trusts, nominees and similar entities are prohibited. Government approvals will have expiration dates by which a transaction
must be completed and reported to the government agencies. In the future, we may grow our business in part by acquiring complementary businesses,
although we do not have any plans to do so at this time. The M&A Rule also requires PRC Ministry of Commerce anti-trust review of any change-of-
control transactions involving certain types of foreign acquirers. On February 3, 2011, the Circular on Establishing the Security Review System for
Merger and Acquisition of Domestic Enterprises by Foreign Investors was promulgated by the General Office of the State Council, which went into
effect on March 4, 2011. On August 25, 2011, the Ministry of Commerce issued the corresponding implementation rules. According to these rules, a
foreign investor’s acquisitions of Chinese companies in the fields of military, important agricultural products, energy and resources, infrastructure,
transport service, key technology and major equipment manufacturing, and other restricted fields requires security review by a ministerial panel
established and governed under the direction of the State Council and led by the National Development and Reform Commission and Ministry of
Commerce. Complying with the requirements of the M&A Rule to complete such transactions could be time-consuming, and any required approval
processes, including obtaining approval from the PRC Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which
could affect our ability to expand our business or maintain our market share.
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Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China
based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.
All of our current operations are conducted in China. Moreover, most of our current directors and officers are nationals or residents of China. All or a
substantial portion of the assets of these persons are located outside the United States and in the PRC. As a result, it may not be possible to effect
service of process within the United States or elsewhere outside China upon these persons. In addition, uncertainty exists as to whether the courts of
China would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability
provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China against us or such
persons predicated upon the securities laws of the United States or any state thereof.
Under the Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in
unfavorable tax consequences to us and our non-PRC shareholders.
On March 16, 2007, the National People’s Congress of China passed a new Enterprise Income Tax Law, or the EIT Law, and on November 28, 2007,
the State Council of China passed its implementing rules, which took effect on January 1, 2008. Under the EIT Law, an enterprise established outside
of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to
a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and
overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.
On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment
Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further
interpreting the application of the EIT Law and its implementation non-Chinese enterprise or group controlled offshore entities. Pursuant to the
Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically
incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its
financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books,
corporate chops, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often
resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a
withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. In addition, the SAT issued the Announcement of the State
Administration of Taxation on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management
Institutions in January 2014 to provide more guidance on the implementation of Circular 82. This bulletin further provides that, among other things,
an entity that is classified as a “resident enterprise” in accordance with the circular shall file the application for classifying its status of residential
enterprise with the local tax authorities where its main domestic investors are registered. From the year in which the entity is determined to be a
“resident enterprise,” any dividend, profit and other equity investment gains from other resident enterprises within China in previous years (on or
after January 1, 2008) shall be taxed in accordance with the enterprise income tax law and its implementing rules.
We may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for
PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income
tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that
income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second,
although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we
cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce
the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident
enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise”
classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with
respect to gains derived by our non-PRC stockholders from transferring our shares. If we were treated as a “resident enterprise” by the PRC tax
authorities, we would be subject to taxation in both the U.S. and China, and our PRC tax may not be used as a credit to reduce our U.S. tax.
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We and our stockholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets
attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.
In October 2017, the State Administration of Taxation issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident Enterprise
Income Tax at Source, or Bulletin 37, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by
Non-PRC Resident Enterprises issued by the State Administration of Taxation on December 10, 2009, and partially replaced and supplemented rules
under the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, issued by the
State Administration of Taxation on February 3, 2015. Pursuant to Bulletin 7, an “indirect transfer” of PRC assets, including a transfer of equity
interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated
as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the
purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise
income tax. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immoveable properties located in
China, and equity investments in PRC resident enterprises and any gains from the transfer of such asset by a direct holder, who is a non-PRC resident
enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the
transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore
enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in
China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable
assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and
organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and
applicable tax treaties or similar arrangements. In the case of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be
included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and may consequently be subject to
PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to immoveable properties located in China or to equity investments
in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income
tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is
obligated to make the transfer payments has the withholding obligation. Pursuant to Bulletin 37, the withholding agent shall declare and pay the
withheld tax to the competent tax authority in the place where such withholding agent is located within 7 days from the date of occurrence of the
withholding obligation, while the transferor is required to declare and pay such tax to the competent tax authority within the statutory time limit
according to Bulletin 7. Late payment of applicable tax will subject the transferor to default interest. Both Bulletin 37 and Bulletin 7 do not apply to
transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock
exchange.
There is uncertainty as to the application of Bulletin 37 or previous rules under Bulletin 7. We face uncertainties as to the reporting and other
implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our
offshore subsidiaries or investments. Our company may be subject to filing obligations or taxes if our company is transferor in such transactions, and
may be subject to withholding obligations if our company is transferee in such transactions, under Bulletin 37 and Bulletin 7. For transfer of shares in
our company by investors that are non-PRC resident enterprises, our PRC subsidiary may be requested to assist in the filing under Bulletin 37 and
Bulletin 7. As a result, we may be required to expend valuable resources to comply with Bulletin 37 and Bulletin 7 or to request the relevant
transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these
circulars, which may have a material adverse effect on our financial condition and results of operations.
We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we
violated these laws could have a material adverse effect on our business.
We are subject to the Foreign Corrupt Practice Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining
business. We have operations, have agreements with third parties, and make most of our sales in China. The PRC also strictly prohibits bribery of
government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales
agents, or distributors of our subsidiaries, even though they may not always be subject to our control. It is our policy to implement safeguards to
discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and
the employees, consultants, sales agents, or distributors of our subsidiaries may engage in conduct for which we might be held responsible.
Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities,
which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our
subsidiaries liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.
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RISKS RELATED TO OUR COMMON STOCK
Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly.
There are numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These
factors include:
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our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the
expectations of financial market analysts and investors;
changes in financial estimates by us or by any securities analysts who might cover our shares;
speculation about our business in the press or the investment community;
significant developments relating to our relationships with our customers or suppliers;
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the our industries;
customer demand for our products;
investor perceptions of the our industry in general and our company in particular;
the operating and stock performance of comparable companies;
general economic conditions and trends;
major catastrophic events;
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
changes in accounting standards, policies, guidance, interpretation or principles;
loss of external funding sources;
sales of our shares, including sales by our directors, officers or significant shareholders; and
additions or departures of key personnel.
Securities class action litigation is often instituted against companies following periods of volatility in their share price. This type of litigation could
result in substantial costs to us and divert our management’s attention and resources. Moreover, securities markets may from time to time experience
significant price and volume fluctuations for reasons unrelated to operating performance of particular companies. For example, in the last week of
February 2020, fears of the economic impacts of COVID-19 sparked the deepest weekly decline in the stock market in the United States since the
2008 financial crisis. These market fluctuations may adversely affect the price of our shares and other interests in our company at a time when you
want to sell your interest in us.
If we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited public
market for our shares and make obtaining future debt or equity financing more difficult for us.
Our common stock is traded and listed on the NASDAQ Capital Market under the symbol “CBAT”, which was changed from “CBAK” on
November 30, 2018. The common stock may be delisted if we fail to maintain certain NASDAQ listing requirements.
On February 20, 2020, we received notice from the Listing Qualifications Department of The NASDAQ Stock Market (“Nasdaq”) indicating that, for
the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share and as a result,
the Company is no longer in compliance with the NASDAQ Listing Rule 5550(a)(2). The notification letter states that the Company will be afforded
180 calendar days, or until August 18, 2020, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of
the Company’s common stock must maintain a minimum closing bid price of at least $1.00 per share for a minimum of ten consecutive business
days. The above compliance period was thereafter extended to November 2, 2020 pursuant to Nasdaq’s temporary rule change. In the event the
Company does not regain compliance with the minimum closing bid price requirement by November 2, 2020, Nasdaq may provide the Company an
additional 180-day period to regain compliance, if the Company meets the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if Nasdaq
determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will notify the Company
that its securities will be subject to delisting.
28
We cannot ensure you that the Company will continue to comply with the requirements for continued listing on the NASDAQ Capital Market in the
future. If our common stock loses its status on The NASDAQ Capital Market and we are not successful in obtaining a listing on The NASDAQ
Capital Market, our common stock would likely trade in the over-the-counter market. If our shares were to trade on the over-the-counter market,
selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be
delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our common stock is delisted, broker-dealers have certain
regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our common stock, further limiting the
liquidity of our common stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock. Such
delisting from the NASDAQ Capital Market and continued or further declines in our share price could also greatly impair our ability to raise
additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our
issuing equity in financing or other transactions.
If we were delisted from NASDAQ, we may become subject to the trading complications experienced by “Penny Stocks” in the over-the-counter
market.
Delisting from NASDAQ may cause our shares of common stock to become the SEC’s “penny stock” rules. The SEC generally defines a penny
stock as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific
exemptions. One such exemption is to be listed on NASDAQ. Therefore, were we to be delisted from NASDAQ, our common stock may become
subject to the SEC’s “penny stock” rules. These rules require, among other things, that any broker engaging in a purchase or sale of our securities
provide its customers with: (i) a risk disclosure document, (ii) disclosure of market quotations, if any, (iii) disclosure of the compensation of the
broker and its salespersons in the transaction and (iv) monthly account statements showing the market values of our securities held in the customer’s
accounts. A broker would be required to provide the bid and offer quotations and compensation information before effecting the transaction. This
information must be contained on the customer’s confirmation. Generally, brokers are less willing to effect transactions in penny stocks due to these
additional delivery requirements. These requirements may make it more difficult for shareholders to purchase or sell our shares. Because the broker,
not us, prepares this information, we would not be able to assure that such information is accurate, complete or current.
Our directors and executive officers, collectively, own approximately 16.33% of our outstanding common stock and may possess significant
influence in or control over our management and affairs.
Mr. Yunfei Li, our president and chief executive officer and chairman of our board, and our other executive officers and directors beneficially owns
an aggregate of 16.33% of our outstanding common stock. As a result, our directors and executive officers, acting together, may have significant
influence in or control over our management and affairs, including the election of directors and approval of significant corporate transactions, such as
mergers, consolidation, and sale of all or substantially all of our assets. Consequently, this concentration of ownership may have the effect of
delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, even if such a change of
control would benefit our stockholders.
We do not intend to pay dividends for the foreseeable future.
For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price
appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any
determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations,
financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
29
Provisions in our articles of incorporation and bylaws could entrench our board of directors and prevent a change in control.
Our articles of incorporation provide that special meetings of the stockholders can only be called by our president or any other executive officer, or
the board of directors, or any member thereof, the record holder or holders of at least 10% of all shares entitled to vote at the meeting, or the
president or secretary at the written request of our stockholders holding not less than 30% of all shares issued, outstanding and entitled to vote. In
addition, our bylaws and/or our articles of incorporation (i) allow vacancies in the board of directors to be filled by a majority of the remaining
directors, though less than a quorum, (ii) provide that no contract or transaction between us and one or more of our directors or officers is void if
certain criteria are met, (iii) provide that our bylaws may be amended or appealed at any meeting of the board of directors at which a quorum is
present, by the affirmative vote of a majority of the directors present at such meeting, and (iv) provide that at an annual meeting, our stockholders
elect a board of directors and transact such other business as may properly be brought before the meeting; by contrast, at a special meeting, our
stockholders may transact only the business for the purposes specified in the notice of the meeting unless all of our stockholders entitled to vote are
present at the special meeting and consent.
In addition, our board of directors may cause us to issue our authorized but unissued shares of common stock in the future without stockholders’
approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or
discourage an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.
Collectively, these provisions may have the effect of entrenching our existing board members, discouraging or preventing a transaction including a
change in control transaction where such transaction would be beneficial to our stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2. PROPERTIES.
We have completed the construction of the facilities in our Dalian site with a total area of 44,928 square meters comprising manufacturing facilities,
warehousing and packaging facilities and administrative offices at the BAK Industrial Park in Dalian. Of that space, approximately 33,138 square
meters are manufacturing facilities. We have completed the construction of a power battery manufacturing plant and a power battery packing plant in
Dalian which started commercial production in July 2015. We are also in the progress to construct two more buildings with a total area of 29,329
square meters including a manufacturing plant and a warehouse of finished goods. We believe that these facilities will meet our recent business needs
as well as the needs of our expanded operations in the future.
The following table sets forth the breakdown of our facilities as of December 31, 2019 based on use:
Facility
Constructions completed
Constructions in progress
Dalian CBAK Power facilities
Usage
Manufacturing
R&D and administrative
Warehousing
Other facilities
Subtotal
Manufacturing
Warehousing
Subtotal
Total
Area (m2 )
33,138
4,276
3,197
4,317
44,928
16,908
12,421
29,329
74,257
We currently have insurance for the completed constructions. We expect we will purchase related insurance for the remaining buildings after the
construction is completed and the property ownership certificates are obtained.
We have not yet obtained the property ownership certificates of the buildings in our Dalian manufacturing facilities. As of December 31, 2019, we
have submitted applications to the Chinese government for the ownership certificates on the completed buildings located on these lands. However,
the application process takes longer than the Company expected and it has not obtained the certificates as of the date of this report.
30
ITEM 3. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business.
Other than the legal proceedings set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have an
adverse effect on our business, financial condition or operating results:
On July 7, 2016, Shenzhen Huijie Purification System Engineering Co., Ltd (“Shenzhen Huijie”), one of the Company’s contractors, filed a lawsuit
against CBAK Power in the Peoples’ Court of Zhuanghe City, Dalian for the failure to pay pursuant to the terms of the contract and entrusted part of
the project of the contract to a third party without their prior consent. The plaintiff sought a total amount of $1,210,799 (RMB 8,430,792), including
construction costs of $0.9 million (RMB6.1 million, which we already accrued for at June 30, 2016), interest of $30,689 (RMB0.2 million) and
compensation of $0.3 million (RMB1.9 million). On September 7, 2016, upon the request of Shenzhen Huijie for property preservation, the Court of
Zhuanghe froze CBAK Power’s bank deposits totaling $1,210,799 (RMB 8,430,792) for a period of one year. Further on September 1, 2017, upon
the request of Shenzhen Huijie, the Court of Zhuanghe froze the bank deposits for another year until August 31, 2018. Further on August 27, 2018,
the Court of Zhuanghe froze the bank deposits for another year until August 27, 2019, upon the request of Shenzhen Huijie. On August 27, 2019, the
Court of Zhuanghe against froze the bank deposits for another year until August 27, 2020, upon the request of Shenzhen Huijie.
On June 30, 2017, according to the trial of first instance, the Court of Zhuanghe ruled that CBAK Power should pay the remaining contract amount of
RMB6,135,860 (approximately $0.9 million) claimed by Shenzhen Huijie as well as other expenses incurred including deferred interest, discounted
charge on bills payable, litigation fee and property preservation fee totaled $0.1 million. On July 24, 2017, CBAK Power filed an appellate petition to
the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” to defend the adjudication dated on June 30, 2017. On November 17, 2017, the Court
of Dalian rescinded the original judgement and remanded the case to the Court of Zhuanghe for retrial. The Court of Zhuanghe did a retrial and
requested an appraisal to be performed by a third-party appraisal institution on the construction cost incurred and completed by Shenzhen Huijie on
the subject project. On November 8, 2018, we received from the Court of Zhuanghe that construction-cost-appraisal report which determined that the
construction cost incurred and completed by Shenzhen Huijie for the subject project to be $1,311,197 (RMB9,129,868). On May 20, 2019, the Court
of Zhuanghe entered a judgment that Shenzhen Huijie should pay back to CBAK Power $254,824 (RMB 1,774,337) (the amount CBAK Power paid
in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019. Shenzhen Huijie filed an
appellate petition to the Court of Dalian. As of December 31, 2019, the Company has already paid RMB 10,962,140 (approximately $1,574,342) and
accrued RMB6.1 million (approximately $0.9 million) for the construction cost incurred and completed by Shenzhen Huijie.
In late February 2018, we received notice from Court of Zhuanghe that Shenzhen Huijie filed another lawsuit against CBAK Power for breaches
under the terms of a fire-control contract. The plaintiff sought a total amount of RMB244,942 ($35,178), including construction costs of
RMB238,735 ($34,286) and interest of RMB6,207 ($891), for which amounts we have accrued as of December 31, 2019. The Court of Zhuanghe
requested an appraisal to be performed by a third-party appraisal institution on the uncompleted construction cost for the subject project, which
should be deducted from the total construction cost of the contract. Based on the appraisal report from the appraisal institution, the uncompleted cost
was RMB 170,032 ($24,419). On October 16, 2018, the Court of Zhuanghe determined that CBAK Power should pay RMB 77,042 ($11,200) to
Shenzhen Huijie after deducting the uncompleted cost, as well as other expenses incurred including deferred interest and litigation fee. On January
29, 2019, the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” dismissed the appeal by Shenzhen Huijie and affirmed the original judgment.
In May 2017, CBAK Power filed a lawsuit in the Court of Zhuanghe against Pingxiang Anyuan Tourism Bus Manufacturing Co., Ltd., (“Anyuan
Bus”), one of CBAK Power’s customers, for failure to pay pursuant to the terms of the sales contract. CBAK Power sought a total amount of
RMB18,279,858 ($2,625,285), including goods amount of RMB17,428,000 ($2,502,944) and interest of RMB851,858 ($122,341). On December 19,
2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,502,944) and the interest until the
goods amount was paid off, and litigation fee of RMB131,480 ($18,883). Anyuan Bus did not appeal and as a result, the judgment is currently in the
enforcement phase. On June 29, 2018, we filed an application with the Court of Zhuanghe for enforcement of the judgement against all of Anyuan
Bus’ shareholders, including Jiangxi Zhixin Automobile Co., Ltd, Anyuan Bus Manufacturing Co., Ltd, Anyuan Coal Group Co., Ltd, Qian
Ronghua, Qian Bo and Li Junfu. On October 22, 2018, the Court of Zhuanghe issued a judgment supporting our petition that all the Anyuan Bus’
shareholders should be liable to pay us the debt as confirmed under the trial. On November 9, 2018, all the shareholders appealed against the
judgment after receiving the notice from the Court. On March 29, 2019, we received judgment from the Court of Zhuanghe that all these six
shareholders cannot be added as judgment debtors. On April 11, 2019, we have filed appellate petition to the Intermediate Peoples’ Court of Dalian
challenging the judgment from the Court of Zhuanghe. On October 9, 2019, the Intermediate Peoples’ Court of Dalian dismissed the appeal by us and
affirmed the original judgment. As of December 31, 2018 and 2019, we had made a full provision against the receivable from Anyuan Bus of
RMB17,428,000 ($2,502,944).
31
On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology
Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16
million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of December
31, 2019, we have accrued the equipment cost of $0.14 million (RMB976,000). On August 9, 2019, upon the request of Shenzhen Xinjiatuo
Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK Power’s bank deposits totaling $0.16 million
(RMB1,117,269), including equipment cost $0.14 million (RMB976,000), interest $0.02 million (RMB136,269) and litigation fees of $718
(RMB5,000) for a period of one year to August 2020. We believe that the plaintiff's claims are without merit and are vigorously defending ourselves
in this proceeding. On August 7, 2019, CBAK Power filed counterclaim arbitration against Shenzhen Xinjiatuo Automobile Technology Co., Ltd for
return of the prepayment due to the unqualified equipment, and sought a total amount of $0.29 million (RMB 1,986,400), including return of
prepayment of $0.2 million (RMB 1,440,000), liquidated damages of $68,936 (RMB480,000) and litigation fees of $9,542 (RMB66,440).
In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou
Security”) filed lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total
amount of $20,065 million (RMB139,713), including services expense of $19,949 million (RMB138,908) and interest of $116 (RMB805). Upon the
request of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB
150,000) for a period of one year. As of December 31, 2019, nil was frozen by bank and we have accrued the service cost of $20,065 (RMB139,713).
In December 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd.
(“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian
Construction sought a total amount of $99,251 (RMB691,086) and interest $1,884 (RMB12,934). As of December 31, 2019, the Company has
accrued the construction cost of $99,251 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe
ordered to freeze CBAK Power’s bank deposits totaling $101,109 (RMB704,020) for a period of one year to December 2020. As of December 31,
2019, $94,965 (RMB661,240) was frozen by bank.
In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan
Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a
total amount of $ 0.6 million (RMB4,434,209), which has already been accrued for as of December 31, 2019. Upon the request of Dongguan
Shanshan for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $ 0.6 million (RMB4,434,209)
for a period of one year to December 17, 2020. As of December 31, 2019, $33,504 (RMB233,295) was frozen by bank.
On March 20, 2020, CBAK Power received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing
Co., Ltd (“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan
Shanshan sought a total amount of $0.3 million (RMB2,029,594), including materials purchase cost of $0.3 million (RMB1,932,947), and interest of
$13,880 (RMB 96,647). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi ordered to freeze CBAK Power’s bank
deposits totaling $0.3 million (RMB2,029,594) for a period of one year to March 3, 2020. As of December 31, 2019, we have accrued materials
purchase cost of $0.3 million (RMB1,932,947).
In early September of 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration
Commission against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $89,295
(RMB638,359) and compensation of $75,956 (RMB543,000), totaling $0.17 million (RMB1,181,359). In addition, upon the request of the employees
for property preservation, bank deposit of $0.17 million (RMB1,181,359) was frozen by the court of Suzhou for a period of one year. On September
5, 2019, CBAK Suzhou and the employees reached an agreement that CBAK Suzhou will pay these salaries and compensation. As of December 31,
2019, $6 (RMB43) was frozen by bank. Subsequent to December 31, 2019, we fully repaid the salaries and compensation.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
32
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
Market Information
Effective June 21, 2019, the Company’s Common Stock started trading on the Nasdaq Capital Market under the symbol “CBAT.”
Approximate Number of Holders of Our Common Stock
As of May 12, 2020, there were approximately 54 holders of record of our common stock, which does not include the number of stockholders
holding shares of our common stock in “street name.”
Dividend Policy
We have never declared or paid any dividends, nor do we have any present plan to pay any cash dividends on our common stock in the foreseeable
future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
As we are a holding company, we rely on dividends paid to us by our subsidiaries in the PRC through our Hong Kong subsidiary, BAK Asia. In
accordance with its articles of association, each of our subsidiaries in the PRC is required to allocate to its statutory general reserve at least 10% of its
respective after-tax profits determined in accordance with the PRC accounting standards and regulations. Each of our subsidiaries in the PRC may
stop allocations to its general reserve if such reserve has reached 50% of its registered capital. Allocations to the reserve can only be used for making
up losses and other specified purposes and may not be paid to us in the form of loans, advances, or cash dividends. Dividends paid by our PRC
subsidiaries to BAK Asia, our Hong Kong subsidiary, will not be subject to Hong Kong capital gains or other income tax under current Hong Kong
laws and regulations because they will not be deemed to be assessable income derived from or arising in Hong Kong. Such dividends, however, may
be subject to a 10% withholding tax in the PRC.
Our board of directors has discretion on whether to pay dividends unless the distribution would render us unable to repay our debts as they become
due, as provided in Chapter 78.288 of the Nevada Revised Statutes. Even if our board of directors decides to pay dividends, the form, frequency and
amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions
and other factors that the board of directors may deem relevant.
33
Securities Authorized for Issuance Under Equity Compensation Plans
See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Securities Authorized for
Issuance Under Equity Compensation Plans.”
Recent Sales of Unregistered Securities
We have not sold any equity securities during the 2019 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current
report on Form 8-K that was filed during the 2019 fiscal year.
Purchases of Equity Securities
No repurchases of our common stock were made during the fiscal year of 2019.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other
financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-
looking information. See “Special Note Regarding Forward Looking Statements” above for certain information concerning those forward looking
statements. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.
Overview
We are engaged in the developing, manufacturing and selling of new energy high power lithium batteries, which are mainly used in the following
applications:
● Electric vehicles (“EV”), such as electric cars, electric buses, hybrid electric cars and buses;
● Light electric vehicles (“LEV”), such as electric bicycles, electric motors, sight-seeing cars; and
● Electric tools, energy storage, uninterruptible power supply, and other high power applications.
We generated revenues from the manufacture and sale of high power lithium batteries of $22.2 million and $24.4 million for the fiscal years ended
December 31, 2019 and 2018, respectively. We incurred a net loss of $10.9 million and $2.0 million during the fiscal years ended December 31, 2019
and 2018, respectively. Our revenues are, to some extent, adversely impacted by the reduction of government subsidies to new energy vehicles. For
more details, see “Item 1. Business—Overview of Our Business.” As a temporary measure, we have reduced our production of batteries used in
electric vehicles and focused more on batteries of uninterruptable supplies. Accordingly, net revenues from sales of batteries for uninterruptable
supplies was $17.7 million for the fiscal year ended December 31, 2019, as compared to $16.2 million for fiscal year ended December 31, 2018, an
increase of $1.5 million, or 9.3%. However, we believe the government policies relating to new energy will in the long term encourage the
production of new energy vehicles, optimize the structure of the new energy vehicles industry, enhance technical standards of the industry and
strengthen its core competitiveness, which ultimately would foster strategic development of the new energy vehicles. Therefore, the demand for new
energy likely will grow in the future and we will be able to secure more potential orders from the new energy market.
We have completed the construction of a cylindrical power battery manufacturing plant and a power battery packing plant of our Dalian facilities
which started commercial production in July 2015. We have received and been utilizing most of BAK Tianjin’s operating assets relocated to our
Dalian facilities, including its machinery and equipment for battery production and battery pack production, customers, management team and
technical staff, patents and technologies. We have also purchased machinery and equipment to expand our manufacturing capabilities. Moreover,
given the equity and debt financings we have obtained, we believe that with the booming future market demand for high power lithium ion products,
we can continue as a going concern and return to profitability.
The consolidated financial statements contained in this annual report have been prepared assuming we will continue to operate as a going concern,
which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of this uncertainty related to our ability to continue as a going concern.
34
Recent Developments
The ongoing coronavirus pandemic that first surfaced in China and is spreading globally has had a material adverse effect on our business. All of our
operating subsidiaries are located in China. In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our manufacturing
operations and temporary closure of our offices. The disruption in the procurement, manufacturing and assembly process within our production
facilities has resulted in delays in the shipment of our products to customers, increased costs and reduced revenue. As of the date of this annual
report, we have fully resumed operations. We will continue to monitor the developments of COVID-19 and mitigate the adverse impacts it may have
on our workforce, customers, operating results and profitability. See “Risk Factors—Risks Related to Our Business—Our business operations have
been and may continue to be materially and adversely affected by the outbreak of the coronavirus (COVID-19).”
Financial Statement Presentation
Net revenues. The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the
consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed
under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the
transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy
the performance obligation.
Revenues from product sales are recognized when the customer obtains control of our product, which occurs at a point in time, typically upon
delivery to the customer. We expense incremental costs of obtaining a contract as and when incurred it the expected amortization period of the asset
that it would have recognized is on year or less or the amount is immaterial.
Revenue from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with
our customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the categories: discounts and returns.
These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts
receivable as the amount is payable to the Company’s customer.
Cost of revenues. Cost of revenues consists primarily of material costs, employee remuneration for staff engaged in production activity, share-based
compensation, depreciation and related expenses that are directly attributable to the production of products. Cost of revenues also includes write-
downs of inventory to lower of cost and net realizable value.
Research and development expenses. Research and development expenses primarily consist of remuneration for R&D staff, share-based
compensation, depreciation and maintenance expenses relating to R&D equipment, and R&D material costs.
Sales and marketing expenses. Sales and marketing expenses consist primarily of remuneration for staff involved in selling and marketing efforts,
including staff engaged in the packaging of goods for shipment, warranty expenses, advertising cost, depreciation, share-based compensation and
travel and entertainment expenses. We do not pay slotting fees to retail companies for displaying our products, engage in cooperative advertising
programs, participate in buy-down programs or similar arrangements.
General and administrative expenses. General and administrative expenses consist primarily of employee remuneration, share-based compensation,
professional fees, insurance, benefits, general office expenses, depreciation, liquidated damage charges and bad debt expenses.
Finance costs, net. Finance costs consist primarily of interest income and interest on bank loans, net of capitalized interest.
Income tax expenses. Our subsidiaries in PRC are subject to an income tax rate of 25%. Our Hong Kong subsidiary BAK Asia is subject to profits
tax at a rate of 16.5%. However, because we did not have any assessable income derived from or arising in Hong Kong, BAK Asia had not paid any
such tax.
35
Results of Operations
Comparison of Years Ended December 31, 2018 and December 31, 2019
The following table sets forth key components of our results of operations for the years indicated, both in dollars and as a percentage of our revenue.
(All amounts, other than percentages, in thousands of U.S. dollars)
Years Ended
Change
December 31,
2018
December 31,
2019
$
%
Net revenues
Cost of revenues
Gross (loss) profit
Operating expenses:
Research and development expenses
Sales and marketing expenses
General and administrative expenses
Impairment charge on property, plant and equipment
Provision for doubtful accounts
Total operating expenses
Operating loss
Finance expense, net
Other income, net
Loss before income tax
Income tax expenses
Net loss
Less: Net loss attributable to non-controlling interests
Net loss attributable to shareholders of CBAK Energy Technology, Inc.
$
$
$
24,433
(27,732)
(3,299)
2,481
2,081
4,497
918
163
10,140
(13,439)
(834)
12,316
(1,957)
-
(1,957) $
14
(1,943)
22,194
(21,572)
622
1,906
1,021
4,412
2,326
1,046
10,711
(10,089)
(1,385)
620
(10,854)
-
(10,854)
86
(10,768)
(2,239)
6,160
3,921
(575)
(1,060)
(85)
1,408
883
571
3,350
(551)
(11,696)
(8,897)
-
(8,897)
72
(8,825)
(9)
(22)
(119)
(23)
(51)
(2)
153
542
6
(25)
66
(95)
455
-
455
514
454
Net revenues. Net revenues were $22.2 million for the fiscal year ended December 31, 2019, as compared to $24.4 million for the fiscal year ended
December 31, 2018, a decrease of $2.24 million, or 9%.
The following table sets forth the breakdown of our net revenues by end-product applications derived from high-power lithium batteries.
(All amounts, other than percentage, in thousands of U.S. dollars)
High-power lithium batteries used in:
Electric vehicles
Light electric vehicles
Uninterruptable supplies
Years Ended
Change
December 31,
2018
December 31,
2019
$
%
$
$
8,169
64
16,200
24,433
4,509
16
17,669
22,194
$
$
(3,660)
(48)
1,469
(2,239)
(45)
(75)
9
(9)
36
Net revenues from sales of batteries for electric vehicles were $4.5 million for the fiscal year ended December 31, 2019, as compared to $8.2 million
for 2018, a decrease of $3.7 million, or 45%.
Net revenues from sales of batteries for light electric vehicles was approximately $16,147 for the fiscal year ended December 31, 2019, as compared
$64,140 for 2018, representing a decrease of $47,992, or 75% . As we focused more on other market, our sales of batteries for light electric vehicles
remains at a small-scale level in recent years.
Net revenues from sales of batteries for uninterruptable supplies was $17.7 million for the fiscal year ended December 31, 2019, as compared to
$16.2 million for fiscal year ended December 31, 2018, an increase of $1.5 million, or 9 %. As we focused more on this market in 2019, sale of
batteries for uninterruptable power supplies increased significantly.
Cost of revenues. Cost of revenues decreased to $21.6 million for the fiscal year ended December 31, 2019, as compared to $27.7 million for 2018, a
decrease of $6.2 million, or 22%. The decrease in cost of revenues was mainly due to decreased net revenues. Included in cost of revenues were write
down of obsolete and slow-moving inventories of $0.2 million for the year ended December 31, 2018, while it was $0.8 million for the year ended
2019. We write down the inventory value whenever there is an indication that it is impaired. The increase in write down of inventory is mainly due to
the increase of slow-moving inventory. Further write-down may be necessary if market conditions continue to deteriorate.
Gross profit (loss). Gross profit for the year ended December 31, 2019 was $0.6 million, or 2.8% of net revenues as compared to gross loss of $3.3
million, or 13.5% of net revenues, for the fiscal year ended December 31, 2018. Our new Dalian facilities commenced manufacturing activities in
July 2015. With our sustained effort, the quality passing rate of our product has improved due to cost control and enhancement works on production
line. As a result, we recorded a gross profit for the year ended December 31, 2019.
Research and development expenses. Research and development expenses decreased to $1.9 million for the year ended December 31, 2019, as
compared to $2.5 million for 2018, a decrease of $0.6 million, or 23%. We incurred less R&D expenses after the transfer of our patented proprietary
technology to BAK Shenzhen of $12.3 million in the third quarter of 2018. Our research and development team is performing tests on lower cost new
materials with an aim to diversify our raw material supply sources and reduce our exposure to possible price fluctuations.
Sales and marketing expenses. Sales and marketing expenses decreased to $1.0 million for the year ended December 31, 2019, as compared to $2.1
million for 2018, a decrease of $1.1 million, or 51%, primarily due to a decrease of $0.6 million in product certification expenses. Our managers have
implemented a new control policy over the sales and marketing expenses in 2019, which reduced travel and transportation expenses. In order to
secure orders from new customers, we paid more on product quality certification for the year ended December 31, 2018, Besides, promotion,
travelling and transportation costs reduced by $0.3 million in total in 2019 as compared to 2018, as we continued to implement tight control on these
expenses.
General and administrative expenses. General and administrative expenses decreased to $4.4 million for the year ended December 31, 2019, as
compared to $4.5 million for 2018, a decrease of $0.1 million, or 2%.
Property, plant and equipment impairment charge. The property, plant and equipment impairment charge was $0.9 million and $2.3 million for the
years ended December 31, 2018 and 2019, respectively. During the course of our strategic review of our operations, we assessed the recoverability of
the carrying value of certain property, plant and equipment which resulted in impairment losses of $0.9 million and $2.3 million, respectively. The
impairment charge considered by us in performing this assessment include current operating results, trends and prospects, the manner in which the
property is used, and the effects of obsolescence, demand, competition, and other economic factors.
37
Provision for doubtful accounts. Provision for doubtful accounts increased to $1.0 million for the year ended December 31, 2019, as compared to
$0.2 million for 2018. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions.
Operating loss. As a result of the above, our operating loss totaled $10.1 million for the year ended December 31, 2019, as compared to $13.4
million for 2018, a decrease of $3.4 million or 25%.
Finance expense, net. Finance expense, net was $1.4 million for the year ended December 31, 2019, as compared to $0.8 million for 2018, an
increase of $0.6 million or 66%. Interest expenses in 2019 increased as result of our higher average loan balances. The increase in finance expenses
was mainly caused by an increase of $0.6 million of interest on other borrowings. During 2019, we borrowed $5.7 million from Jilin Province Trust
Co. Ltd., bearing annual interest from 11.3% to 11.6%.
Other income, net. Other income was $0.6 million for the year ended December 31, 2019, as compared to other income of approximately $12.3
million for 2018. We recorded a gain on the transfer of our patented proprietary technology to BAK Shenzhen (net of VAT) of $12.1 million in the
third quarter of 2018. On the other hand, in 2019 and 2018, we received subsidies totaled $0.6 million and nil, respectively, as a result of certain
specific polices promoted by the local government in Dalian. These subsidies were non-operating in nature with no further conditions to be met.
Net loss. As a result of the foregoing, we had a net loss of $10.9 million for the year ended December 31, 2019, compared to a net loss of $2.0
million for 2018.
Liquidity and Capital Resources
We had financed our liquidity requirements from a variety of sources, including short-term bank loans, other short-term loans and bills payable under
bank credit agreements, advance from our related and unrelated parties, investors and issuance of capital stock.
We incurred a net loss of $10.9 million in the fiscal year ended December 31, 2019. As of December 31, 2019, we had cash and cash equivalents and
restricted cash of $7.1 million. Our total current assets were $28.5 million and our total current liabilities were $59.0 million, resulting in a net
working capital deficiency of $30.5 million. These factors raise substantial doubts about our ability to continue as a going concern.
We have obtained banking facilities from various local banks in China. On June 14, 2016, we renewed our banking facilities from Bank of Dandong
for loans with a maximum amount of RMB130 million (approximately $18.7 million), including three-year long-term loans and three-year revolving
bank acceptance and letters of credit bills for the period from June 13, 2016 to June 12, 2019. The banking facilities were guaranteed by Mr. Yunfei
Li (“Mr. Li”), our CEO, and Ms. Qinghui Yuan, Mr. Li’s wife, Mr. Xianqian Li, our former CEO, Ms. Xiaoqiu Yu, the wife of our former CEO and
Shenzhen BAK Battery Co., Ltd., our former subsidiary (“Shenzhen BAK”). The facilities were also secured by part of our Dalian site’s prepaid land
use rights, buildings, construction in progress, machinery and equipment and pledged deposits. Under the banking facilities, we borrowed various
three-year term bank loans that totaled RMB126.8 million (approximately $18.2 million), bearing fixed interest at 7.2% per annum. We also
borrowed a series of revolving bank acceptance totaled $0.5 million from Bank of Dandong under the credit facilities, and bank deposit of 50% was
required to secure against these bank acceptance bills. We repaid the loan and bank acceptance bills on June 12, 2018.
In the second quarter of 2018, we obtained additional banking facilities from Bank of Dandong with bank acceptance bills of RMB5.0 million
(approximately $0.7 million) for a term until October 17, 2018. We have borrowed a series of bank acceptance bills totaled RMB 5.0 million
(approximately $0.7 million) for a term until October 17, 2018. We repaid the bank acceptance bills on October 17, 2018.
On August 2, 2017, we obtained one-year term facilities from China Merchants Bank with a maximum amount of RMB100 million (approximately
$14.4 million) including revolving loans, trade finance, notes discount, acceptance of commercial bills etc. Any amount drawn under the facilities
requires security in the form of cash or banking acceptance bills receivable of at least the same amount. Under the facilities, we borrowed a series of
bank acceptance bills from China Merchants Bank totaled RMB21.3 million (approximately $3.1 million) for a term until October 25, 2018. The
facilities expired on August 1, 2018 and we repaid the bills on October 25, 2018.
38
On November 9, 2017, we obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million
(approximately $14.4 million) with the term expiring on November 7, 2018. The banking facilities were secured by the 100% equity in CBAK Power
held by BAK Asia. Under the facilities, on November 10, 2017, we borrowed a net letter of credit of RMB96.1 million (approximately $13.8 million)
to November 7, 2018. Under the facilities, bank deposit of approximate 50% was required to secure against this letter of credit. We discounted this
letter of credit of even date to China Everbright Bank at a rate of 4.505%. We repaid the letter of credit on November 7, 2018.
On June 4, 2018, we obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB200 million
(approximately $28.7 million) with the term from June 12, 2018 to June 10, 2021, bearing interest at 130% of benchmark rate of the People’s Bank
of China (“PBOC”) for three-year long-term loans, which is currently 6.175% per annum. Under the facilities, we borrowed RMB126.0 million
($18.1 million), RMB23.3 million ($3.3 million), RMB9.0 million ($1.3 million) and RMB9.5 million ($1.4 million) on June 12, June 20, September
20, and October 19, 2018, respectively. The loans are repayable in six installments of RMB0.8 million ($0.12 million) on December 10, 2018,
RMB24.3 million ($3.50 million) on June 10, 2019, RMB0.8 million ($0.12 million) on December 10, 2019, RMB74.7 million ($10.7 million) on
June 10, 2020, RMB0.8 million ($0.12 million) on December 10, 2020 and RMB66.3 million ($9.6 million) on June 10, 2021. Under the facilities,
we borrowed RMB141.8 million ($20.4 million) as of December 31, 2019. The facilities were secured by our Dalian site’s land use rights and part of
our Dalian site’s buildings, machinery and equipment. We repaid the bank loan of RMB0.8 million ($0.12 million), RMB24.3 million ($3.5 million)
and RMB0.8 million ($0.12 million) on December 2018, June 2019 and December 2019, respectively.
Further, in August 2018, we borrowed a total of RMB60 million (approximately $8.6 million) in the form of bills payable from China Everbright
Bank Dalian Branch for a term until August 14, 2019, which was secured by our cash totaled $8.6 million. We discounted these two bills payable of
even date to China Everbright Bank at a rate of 4.0%. We repaid these bills payable in August 2019.
On August 22, 2018, we obtained one-year term facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million
(approximately $14.4 million) including revolving loans, trade finance, notes discount, and acceptance of commercial bills etc. Any amount drawn
under the facilities requires security in the form of cash or banking acceptance bills receivables of at least the same amount. Under the facilities as of
December 31, 2018, we borrowed a series of bank acceptance bills totaled RMB28.8 million (approximately $4.1 million) for a term until March 7,
2019, which was secured by bills receivables of $4.1 million. We repaid the bank acceptance bills on March 7, 2019.
In November 2018, we borrowed a total of RMB100 million (approximately $14.4 million) in the form of bills payable from China Everbright Bank
Dalian Branch for a term until November 12, 2019, which was secured by our cash totaled RMB50 million (approximately $7.2 million) and the
100% equity in CBAK Power held by BAK Asia. We discounted these five bills payable of even date to China Everbright Bank at a rate of 4.0%. We
repaid these bills payable in November 2019.
We also borrowed a series of acceptance bill from Industrial Bank Co., Ltd. Dalian Branch totaled RMB1.5 million (approximately $0.2 million) for
various terms through May 21, 2019, which was secured by bills receivable of RMB1.5 million (approximately $0.2 million). We repaid the bank
acceptance bills on May 21, 2019.
In October 2019, we borrowed a total of RMB28 million (approximately $4.0 million) in the form of bills payable from China Everbright Bank
Dalian Branch for a term until October 15, 2020, which was secured by the Company’s cash totaled $4.0 million. We discounted these bills payable
of even date to China Everbright Bank at a rate of 3.30%.
In December 2019, we obtained banking facilities from China Everbright Bank Dalian Branch totaled RMB39.9 million (approximately $5.7 million)
for a term until November 6, 2020, bearing interest at 5.655% per annum. The facility was secured by 100% equity in CBAK Power held by BAK
Asia and buildings of Hubei BAK Real Estate Co., Ltd., which our CEO Mr. Yunfei Li holding 15% equity interest. Under the facilities, we
borrowed RMB39.9 million (approximately $5.7 million) on December 30, 2019.
39
In January 2019, we obtained one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0 million
(approximately $5.8 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, we borrowed
RMB16.4 million ($2.4 million), RMB15.4 million ($2.2 million), RMB6.6 million ($0.9 million) and RMB1.2 million ($0.2 million) on February 1,
2019, February 22, 2019, March 8, 2019 and March 21, 2019 respectively. Subsequent to December 31, 2019, we fully repaid the loan principal and
accrued interest.
In March 2020, we obtained additional one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0 million
(approximately $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, we borrowed
RMB24.2 million ($3.5 million) on March 13, 2020.
As of December 31, 2019, we had unutilized committed banking facilities of $4.7 million. We plan to renew these loans upon maturity and intend to
raise additional funds through bank borrowings in the future to meet our daily cash demands, if required.
In addition, we have obtained funds through private placements and equity financings. For more details, see “Item 1. Business—Our Corporate
History and Structure.”
We currently are expanding our product lines and manufacturing capacity in our Dalian plant, which require more funding to finance the expansion.
We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we
may decide to pursue. We plan to renew these loans upon maturity, if required, and plan to raise additional funds through bank borrowings and equity
financing in the future to meet our daily cash demands, if required. However, there can be no assurance that we will be successful in obtaining this
financing. If our existing cash and bank borrowing are insufficient to meet our requirements, we may seek to sell equity securities, debt securities or
borrow from lending institutions. We can make no assurance that financing will be available in the amounts we need or on terms acceptable to us, if
at all. The sale of equity securities, including convertible debt securities, would dilute the interests of our current shareholders. The incurrence of debt
would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that
restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required,
our business operations and prospects may suffer.
The following table sets forth a summary of our cash flows for the periods indicated:
(All amounts in thousands of U.S. dollars)
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at the beginning of the year
Cash and cash equivalents and restricted cash at the end of the year
40
Year Ended
December 31, December 31,
2018
2019
$
$
8,726
(7,327)
6,395
(854)
6,940
10,749
17,689
$
$
(21,222)
(2,420)
13,550
(463)
(10,555)
17,689
7,134
Operating Activities
Net cash used in operating activities was $21.2 million in the year ended December 31, 2019, as compared to net cash provided by operating
activities of $8.7 million in 2018. The net cash used in operating activities in 2019 was mainly attributable to our net loss (before loss on disposal of
property, plant and equipment, impairment charge of property, plant and equipment and excluding non-cash depreciation and amortization) of $5.8
million, $30.5 million on settlement of trade accounts and bills payable and $2.0 million on settlement paid to our former subsidiaries, partially offset
by a decrease of $10.3 million for trade accounts and bills receivable, a decrease of $2.8 million in prepayments and other receivables and a decrease
of $1.1 million of accrued expenses and other payables and product warranty provision. The net cash provided by operating activities in 2018 was
mainly attributable to a decrease in trade accounts and bills receivable of $33.7 million, partially offset by our net loss (before gain on transfer of our
patented proprietary technology, and excluding non-cash depreciation and amortization) of $11.6 million, a decrease in trade accounts and bills
payable of $9.8 million, and a decrease in payables to our former subsidiaries of $5.3 million.
Investing Activities
Net cash used in investing activities decreased to $2.4 million in the fiscal year ended December 31, 2019, from $7.3 million in 2018. The net cash
used in investing activities in 2019 and 2018 mainly included purchases of property, plant and equipment and construction in progress.
Financing Activities
Net cash provided by financing activities was $13.6 million in the fiscal year ended December 31, 2019, compared with $6.4 million in 2018. The net
cash provided by financing activities for the year ended December 31, 2019 mainly comprised of borrowings from banks of $5.8 million, borrowings
from unrelated parties of $6.3 million, $4.1 million advances from shareholders and proceeds from issue of promissory note of $2.8 million, partially
offset by repayment of bank borrowings of $3.6 million, repayment of earnest money to shareholders of $1.0 million and repayment to related parties
totaled $1.4 million. In fiscal 2018, we borrowed $25.3 million from banks and $17.9 million from related parties, partially offset by repayment of
bank borrowings of $19.3 million and repayment to related parties totaled $17.6 million.
As of December 31, 2019, the principal amounts outstanding under our credit facilities and lines of credit were as follows:
(All amounts in thousands of U.S. dollars)
Long-term credit facilities:
China Everbright Bank
Other lines of credit:
China Everbright Bank
Other short-term loan:
Jilin Province Trust Co., Ltd
Total
41
Maximum
amount
available
Amount
borrowed
24,988
$
20,364
9,645
$
9,645
5,745
40,378
$
$
5,687
35,696
$
$
$
$
Capital Expenditures
We incurred capital expenditures of $2.5 million and $7.4 million in fiscal years ended December 31, 2019 and December 31, 2018, respectively.
Our capital expenditures in 2019 were used primarily to construct our Dalian facility. The table below sets forth the breakdown of our capital
expenditures by use for the periods indicated.
(All amounts in thousands of U.S. dollars)
Purchase of property, plant and equipment and construction in progress
Year Ended
December 31,
2018
December 31,
2019
$
7,359 $
2,453
We estimate that our total capital expenditures in fiscal year 2020 will reach approximately $4.0 million. Such funds will be used to renovate the
current product lines and construct a new plant with one product lines and a new warehouse and battery module packing lines.
Contractual Obligations and Commercial Commitments
The following table sets forth our contractual obligations and commercial commitments as of December 31, 2019:
(All amounts in thousands of U.S. dollars)
Contractual Obligations
Current maturities of long-term bank loans
Long-term bank loans
Bills payables
Payable to former subsidiaries
Other short-term loans
Capital injection to CBAK Trading
Capital injection to CBAK Power
Capital injection to CBAK Energy
Capital commitments for construction of buildings
Future interest payment on bank loans
Total
Payments Due by Period
Less than
1 year
1 - 3 years
More than 3
years
Total
$
$
16,575
9,519
3,915
1,483
7,352
3,900
30,000
50,000
3,398
1,854
127,996
$
$
16,575
-
3,915
1,483
7,352
3,900
30,000
50,000
3,398
1,581
118,204
$
$
-
9,519
-
-
-
-
-
-
-
273
9,792
$
$
-
-
-
-
-
-
-
-
-
-
-
Other than the contractual obligations and commercial commitments set forth above, we did not have any other long-term debt obligations, operating
lease obligations, capital commitments, purchase obligations or other long-term liabilities as of December 31, 2019.
Off-Balance Sheet Transactions
We have not entered into any transactions, agreements or other contractual arrangements to which an entity unconsolidated with us is a party and
under which we have (i) any obligation under a guarantee, (ii) any retained or contingent interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity, (iii) any obligation under derivative instruments that are indexed to our shares and
classified as shareholders’ equity in our consolidated balance sheets, or (iv) any obligation arising out of a variable interest in any unconsolidated
entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with
us.
42
Critical Accounting Policies
Our consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and
assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of
each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on
our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on
available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent
from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those
estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
When reviewing our financial statements, the following should also be considered: (1) our selection of critical accounting policies, (2) the judgment
and other uncertainties affecting the application of those policies, and (3) the sensitivity of reported results to changes in conditions and assumptions.
We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.
We consider the following to be the most critical accounting policies:
Revenue Recognition
We recognize revenues when our customer obtains control of promised goods or services, in an amount that reflects the consideration which it
expects to receive in exchange for those goods. We recognize revenues following the five step model prescribed under ASU No. 2014-09: (i) identify
contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction
price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
Revenues from product sales are recognized when the customer obtains control of our product, which occurs at a point in time, typically upon
delivery to the customer. We expense incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset
that it would have recognized is one year or less or the amount is immaterial.
Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with
our customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the categories: discounts and returns.
These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts
receivable as the amount is payable to our customer.
Impairment of Long-lived Assets
Long-lived assets, which include property, plant and equipment, prepaid land use rights and intangible assets, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
43
Trade Accounts and Bills Receivable
Trade accounts and bills receivable are recorded at the invoiced amount, net of allowances for doubtful accounts and sales returns. The allowance for
doubtful accounts is our best estimate of the amount of probable credit losses in our existing trade accounts receivable. We determine the allowance
based on historical write-off experience, customer specific facts and economic conditions.
Outstanding accounts receivable balances are reviewed individually for collectability. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is considered remote.
Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of inventories is determined using the weighted average cost method, and
includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In case of finished goods and
work in progress, cost includes an appropriate share of production overhead based on normal operating capacity. Net realizable value is the estimated
selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
We record adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of
the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and
subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Warranties
We provide a manufacturer’s warranty on all our products. We accrue a warranty reserve for the products sold, which includes our best estimate of
the projected costs to repair or replace items under warranty. These estimates are based on actual claims incurred to date and an estimate of the
nature, frequency and costs of future claims. These estimates are inherently uncertain given our relatively short history of sales of our current
products, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The
portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other while the remaining
balance is included within other long-term liabilities on the consolidated balance sheets.
Government Grants
Our subsidiaries in China receive government subsidies from local Chinese government agencies in accordance with relevant Chinese government
policies. In general, we present the government subsidies received as income unless the subsidies received are earmarked to compensate a specific
expense, which have been accounted for by offsetting the specific expense, such as research and development expense, interest expenses and removal
costs. Unearned government subsidies received are deferred for recognition until the criteria for such recognition could be met.
Grants applicable to land are amortized over the life of the depreciable facilities constructed on it. For research and development expenses, we match
and offset the government grants with the expenses of the research and development activities as specified in the grant approval document in the
corresponding period when such expenses are incurred.
Share-based Compensation
We adopted the provisions of ASC Topic 718 which requires us to measure and recognize compensation expenses for an award of an equity
instrument based on the grant-date fair value. The cost is recognized over the vesting period (or the requisite service period). ASC Topic 718 also
requires us to measure the cost of a liability classified award based on its current fair value. The fair value of the award will be remeasured
subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period are recognized as
compensation cost over that period. Further, ASC Topic 718 requires us to estimate forfeitures in calculating the expense related to stock-based
compensation.
44
The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Valuation Model. The expected volatility was
based on the historical volatilities of our listed common stocks in the United States and other relevant market information. We use historical data to
estimate share option exercises and employee departure behavior used in the valuation model. The expected terms of share options granted is derived
from the output of the option pricing model and represents the period of time that share options granted are expected to be outstanding. Since the
share options once exercised will primarily trade in the U.S. capital market, the risk-free rate for periods within the contractual term of the share
option is based on the U.S. Treasury yield curve in effect at the time of grant.
Changes in Accounting Standards
Please refer to note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies and Practices –Recently Issued
Accounting Standards,” for a discussion of relevant pronouncements.
Exchange Rates
The financial records of our PRC subsidiaries are maintained in RMB. In order to prepare our financial statements, we have translated amounts in
RMB into amounts in U.S. dollars. The amounts of our assets and liabilities on our balance sheets are translated using the closing exchange rate as of
the date of the balance sheet. Revenues, expenses, gains and losses are translated using the average exchange rate prevailing during the period
covered by such financial statements. Adjustments resulting from the translation, if any, are included in our cumulative other comprehensive income
in our stockholders’ equity section of our balance sheet. All other amounts that were originally booked in RMB and translated into U.S. dollars were
translated using the closing exchange rate on the date of recognition. Consequently, the exchange rates at which the amounts in those comparisons
were computed varied from year to year.
The exchange rates used to translate amounts in RMB into U.S. dollars in connection with the preparation of our financial statements were as
follows:
Balance sheet items, except for equity accounts
Amounts included in the statement of income and comprehensive loss and statement of cash flows
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
45
RMB per U.S. Dollar
Fiscal Year Ended
December 31, December 31,
2018
2019
6.8783
6.6282
6.9630
6.9073
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
FINANCIAL STATEMENTS
CBAK ENERGY TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2018 AND 2019
CBAK ENERGY TECHNOLOGY, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
Contents
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2019
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2018 and 2019
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2019
Notes to the Consolidated Financial Statements
Page(s)
F-2
F-3
F-4
F-5
F-6
F-7 - F-41
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
CBAK Energy Technology, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CBAK Energy Technology, Inc. and subsidiaries (the “Company”) as of
December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’
equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2019 and 2018, and the consolidated results of its operations and its cash flows for each of the
two years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has a working capital deficiency, accumulated deficit from recurring net losses and
significant short-term debt obligations maturing in less than one year as of December 31, 2019. All these factors raise substantial doubt about its
ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the consolidated financial
statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
/s/ Centurion ZD CPA& Co.
Centurion ZD CPA & Co.
We have served as the Company’s auditor since 2016.
Hong Kong, China
May 14, 2020
F-2
CBAK Energy Technology, Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2018 and 2019
(In US$ except for number of shares)
Assets
Current assets
Cash and cash equivalents
Pledged deposits
Trade accounts and bills receivable, net
Inventories
Prepayments and other receivables
Prepaid land use rights, current portion
Total current assets
Property, plant and equipment, net
Construction in progress
Prepaid land use rights, non-current
Right-of-use assets
Intangible assets, net
Total assets
Liabilities
Current liabilities
Trade accounts and bills payable
Current maturities of long-term bank loans
Other short-term loans
Notes payables
Accrued expenses and other payables
Payables to former subsidiaries, net
Deferred government grants, current
Total current liabilities
Long-term bank loans
Deferred government grants, non-current
Product warranty provisions
Long term tax payable
Total liabilities
Commitments and contingencies
Shareholders’ equity
Common stock $0.001 par value; 500,000,000 authorized; 26,791,684 issued and 26,647,478
outstanding as of December 31, 2018; and 53,220,902 issued and 53,076,696 outstanding as of
December 31, 2019
Donated shares
Additional paid-in capital
Statutory reserves
Accumulated deficit
Accumulated other comprehensive loss
Less: Treasury shares
Total shareholders’ equity
Non-controlling interests
Total equity
Total liabilities and shareholder’s equity
Note
December 31,
2018
December 31,
2019
3
4
5
6
10
8
9
10
10
11
12
13
13
17
14
7
15
13
15
16
22
$
$
449,670
17,239,823
21,751,032
9,622,361
7,143,454
163,352
1,612,957
5,520,991
7,952,420
8,666,714
4,735,913
-
56,369,692
28,488,995
38,908,503
25,001,813
7,282,765
-
20,869
38,177,565
21,707,624
-
7,194,195
15,178
$ 127,583,642
$ 95,583,557
$ 52,495,063
3,659,324
14,147,801
-
18,201,351
4,301,646
143,775
$ 15,072,108
16,574,752
7,351,587
2,846,736
15,527,589
1,483,352
142,026
92,948,960
58,998,150
20,614,194
4,313,289
2,250,615
7,129,285
9,519,029
4,118,807
2,246,933
7,042,582
127,256,343
81,925,501
26,792
14,101,689
155,931,770
1,230,511
(165,409,890)
(1,498,940)
4,381,932
(4,066,610)
53,222
14,101,689
180,208,610
1,230,511
(176,177,413)
(1,744,730)
17,671,889
(4,066,610)
315,322
11,977
327,299
13,605,279
52,777
13,658,056
$ 127,583,642
$ 95,583,557
See accompanying notes to the consolidated financial statements.
F-3
CBAK Energy Technology, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the years ended December 31, 2018 and 2019
(In US$ except for number of shares)
Net revenues
Cost of revenues
Gross (loss) profit
Operating expenses:
Research and development expenses
Sales and marketing expenses
General and administrative expenses
Impairment charge on property, plant and equipment
Provision for doubtful accounts
Total operating expenses
Operating loss
Finance expenses, net
Other income, net
Loss before income tax
Income tax expense
Net loss
Less: Net loss attributable to non-controlling interests
Net loss attributable to shareholders of CBAK Energy Technology, Inc.
Net loss
Other comprehensive income (loss)
– Foreign currency translation adjustment
Comprehensive loss
Less: Comprehensive loss attributable to non-controlling interests
Comprehensive loss attributable to CBAK Energy Technology, Inc.
Loss per share
– Basic and diluted
Weighted average number of shares of common stock:
– Basic and diluted
Note
24
Year ended
December 31,
2018
$ 24,433,304
(27,731,901)
(3,298,597)
Year ended
December 31,
2019
$ 22,194,348
(21,571,822)
622,526
(2,481,038)
(2,081,138)
(4,497,338)
(918,461)
(162,488)
(10,140,463)
(13,439,060)
(834,391)
12,315,969
(1,957,482)
-
(1,957,482)
14,305
(1,905,504)
(1,020,929)
(4,411,878)
(2,326,552)
(1,046,360)
(10,711,223)
(10,088,697)
(1,384,904)
620,166
(10,853,435)
-
(10,853,435)
85,912
(1,943,177) $ (10,767,523)
(1,957,482)
(10,853,435)
(158,948)
(2,116,430)
14,846
(246,416)
(11,099,851)
86,538
(2,101,584) $ (11,013,313)
(0.07) $
(0.28)
$
$
$
26,596,263
38,965,564
8
4
7
18
20
20
See accompanying notes to the consolidated financial statements.
F-4
CBAK Energy Technology, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended 2018 and 2019
(In US$ except for number of shares)
Common stock
issued
Number
of shares Amount
Donated
shares
Additional
paid-in
capital
Statutory
reserves
(Note 24)
Accumulated
other
Non-
Treasury shares
Accumulated comprehensive controlling Number
of shares
interests
deficit
loss
Amount
Total
shareholders’
equity
26,367,523 $26,368 $14,101,689 $155,711,014 $1,230,511 $(163,466,713) $
(1,340,533) $
-
(144,206) $(4,066,610) $
2,195,726
Balance as of January 1, 2018
Capital contribution from non-
controlling interests of a subsidiary
Net loss
Share-based compensation for
employee and director stock
awards
-
-
-
-
-
-
Common stock issued to employees
and directors for stock award
424,161
424
Foreign currency translation
adjustment
-
-
-
-
-
-
-
-
-
221,180
(424)
-
-
-
-
-
-
-
(1,943,177)
-
-
-
-
-
-
-
26,823
(14,305)
-
-
(158,407)
(541)
-
-
-
-
-
-
-
-
-
-
26,823
(1,957,482)
221,180
-
(158,948)
Balance as of December 31, 2018
26,791,684 $26,792 $14,101,689 $155,931,770 $1,230,511 $(165,409,890) $
(1,498,940) $
11,977 (144,206) $(4,066,610) $
327,299
Capital contribution from non-
controlling interests of a subsidiary
Net loss
Share-based compensation for
employee and director stock
awards
-
-
-
-
-
-
Common stock issued to employees
and directors for stock award
433,337
434
Common stock issued to investors
25,995,881
25,996
Foreign currency translation
adjustment
-
-
-
-
-
-
-
-
-
-
770,113
(434)
23,507,161
-
-
-
-
-
-
-
-
(10,767,523)
-
-
-
-
127,338
(85,912)
-
-
-
-
-
-
(245,790)
(626)
-
-
-
-
-
-
-
-
-
-
-
-
127,338
(10,853,435)
770,113
-
23,533,157
(246,416)
Balance as of December 31, 2019
53,220,902 $53,222 $14,101,689 $180,208,610 $1,230,511 $(176,177,413) $
(1,744,730) $
52,777 (144,206) $(4,066,610) $ 13,658,056
See accompanying notes to the consolidated financial statements.
F-5
CBAK Energy Technology, Inc. and subsidiaries
Consolidated statements of cash flows
For the years ended December 31, 2018 and 2019
(In US$)
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Provision for doubtful accounts
Write-down of inventories
Share-based compensation
(Gain) Loss on disposal of property, plant and equipment
Gain on disposal of patented proprietary technology (Note 7)
Impairment charge
Changes in operating assets and liabilities:
Trade accounts and bills receivable
Inventories
Prepayments and other receivables
Trade accounts and bills payable
Accrued expenses and other payables and product warranty provisions
Trade receivable from and payables to former subsidiaries
Net cash provided by (used in) operating activities
Cash flows from investing activities
Proceeds on disposal of property, plant and equipment
Purchases of property, plant and equipment and construction in progress
Net cash used in investing activities
Cash flows from financing activities
Capital injection from non-controlling interests
Proceeds from bank borrowings
Repayment of bank borrowings
Borrowings from unrelated parties
Repayment of borrowings from unrelated parties
Borrowings from related parties
Repayment of borrowings from related parties
Borrowings from shareholders
Repayment of earnest money to shareholders
Proceeds from issuance of promissory notes (Note 17)
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at the beginning of year
Cash and cash equivalents and restricted cash at the end of year
Supplemental non-cash investing and financing activities:
Transfer of construction in progress to property, plant and equipment
Proceeds on disposal of patented proprietary technology offset against amount due to a former subsidiary (Note 7)
Issuance of common stock (Note 1):
- offset short term borrowings (First Debt, Second Debt and Third Debt)
– offset construction cost payable (Fourth Debt)
– offset accounts payable (Fifth Debt) and unpaid earnest money
Cash paid during the year for:
Income taxes
Interest, net of amounts capitalized
See accompanying notes to the consolidated financial statements.
F-6
Year Ended
December 31,
2018
Year Ended
December 31,
2019
$ (1,957,482) $ (10,853,435)
2,466,127
162,488
160,469
221,180
(10,177)
(12,118,675)
918,461
2,753,200
1,046,360
834,362
770,113
213,749
-
2,326,552
33,723,869
(475,664)
(739,871)
(9,760,687)
1,486,223
(5,349,699)
8,726,562
10,313,229
11,044
2,808,375
(30,530,773)
1,087,216
(2,002,358)
(21,222,366)
31,594
(7,359,041)
(7,327,447)
32,719
(2,452,907)
(2,420,188)
26,823
25,316,074
(19,256,963)
-
-
17,903,224
(17,593,772)
-
-
-
6,395,386
127,338
5,776,497
(3,643,971)
6,341,117
(14,477)
492,233
(1,365,714)
4,053,682
(966,579)
2,750,000
13,550,126
(853,721)
6,940,780
10,748,713
$ 17,689,493 $
(463,117)
(10,555,545)
17,689,493
7,133,948
$
8,617,337 $
5,975,163
12,845,795 $
-
$
$
$
$
$
- $ 15,029,948
- $
- $
3,343,378
5,159,831
- $
-
1,013,335 $
1,378,349
CBAK Energy Technology, Inc. and subsidiaries
Notes to the consolidated financial statements
For the years ended December 31, 2018 and 2019
(In US$ except for number of shares)
1. Principal Activities, Basis of Presentation and Organization
Principal Activities
CBAK Energy Technology, Inc. (formerly known as China BAK Battery, Inc.) (“CBAK” or the “Company”) is a corporation formed in the State of
Nevada on October 4, 1999 as Medina Copy, Inc. The Company changed its name to Medina Coffee, Inc. on October 6, 1999 and subsequently
changed its name to China BAK Battery, Inc. on February 14, 2005. CBAK and its subsidiaries (hereinafter, collectively referred to as the
“Company”) are principally engaged in the manufacture, commercialization and distribution of a wide variety of standard and customized lithium ion
(known as “Li-ion” or “Li-ion cell”) high power rechargeable batteries. Prior to the disposal of BAK International Limited (“BAK International”)
and its subsidiaries (see below), the batteries produced by the Company were for use in cellular telephones, as well as various other portable
electronic applications, including high-power handset telephones, laptop computers, power tools, digital cameras, video camcorders, MP3 players,
electric bicycles, hybrid/electric vehicles, and general industrial applications. After the disposal of BAK International and its subsidiaries on June 30,
2014, the Company will focus on the manufacture, commercialization and distribution of high power lithium ion rechargeable batteries for use in
cordless power tools, light electric vehicles, hybrid electric vehicles, electric cars, electric busses, uninterruptable power supplies and other high
power applications.
The shares of the Company traded in the over-the-counter market through the Over-the-Counter Bulletin Board from 2005 until May 31, 2006, when
the Company obtained approval to list its common stock on The NASDAQ Global Market, and trading commenced that same date under the symbol
“CBAK”.
On January 10, 2017, the Company filed Articles of Merger with the Secretary of State of Nevada to effectuate a merger between the Company and
the Company’s newly formed, wholly owned subsidiary, CBAK Merger Sub, Inc. (the “Merger Sub”). According to the Articles of Merger, effective
January 16, 2017, the Merger Sub merged with and into the Company with the Company being the surviving entity (the “Merger”). As permitted by
Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company’s name.
Effective November 30, 2018, the trading symbol for common stock of the Company was changed from CBAK to CBAT. Effective at the opening of
business on June 21, 2019, the Company’s common stock started trading on the Nasdaq Capital Market.
Basis of Presentation and Organization
On November 6, 2004, BAK International, a non-operating holding company that had substantially the same shareholders as Shenzhen BAK Battery
Co., Ltd (“Shenzhen BAK”), entered into a share swap transaction with the shareholders of Shenzhen BAK for the purpose of the subsequent reverse
acquisition of the Company. The share swap transaction between BAK International and the shareholders of Shenzhen BAK was accounted for as a
reverse acquisition of Shenzhen BAK with no adjustment to the historical basis of the assets and liabilities of Shenzhen BAK.
On January 20, 2005, the Company completed a share swap transaction with the shareholders of BAK International. The share swap transaction, also
referred to as the “reverse acquisition” of the Company, was consummated under Nevada law pursuant to the terms of a Securities Exchange
Agreement entered by and among CBAK, BAK International and the shareholders of BAK International on January 20, 2005. The share swap
transaction has been accounted for as a capital-raising transaction of the Company whereby the historical financial statements and operations of
Shenzhen BAK are consolidated using historical carrying amounts.
Also on January 20, 2005, immediately prior to consummating the share swap transaction, BAK International executed a private placement of its
common stock with unrelated investors whereby it issued an aggregate of 1,720,087 shares of common stock for gross proceeds of $17,000,000. In
conjunction with this financing, Mr. Xiangqian Li, the Chairman and Chief Executive Officer of the Company (“Mr. Li”), agreed to place 435,910
shares of the Company’s common stock owned by him into an escrow account pursuant to an Escrow Agreement dated January 20, 2005 (the
“Escrow Agreement”). Pursuant to the Escrow Agreement, 50% of the escrowed shares were to be released to the investors in the private placement
if audited net income of the Company for the fiscal year ended September 30, 2005 was not at least $12,000,000, and the remaining 50% was to be
released to investors in the private placement if audited net income of the Company for the fiscal year ended September 30, 2006 was not at least
$27,000,000. If the audited net income of the Company for the fiscal years ended September 30, 2005 and 2006 reached the above-mentioned targets,
the 435,910 shares would be released to Mr. Li in the amount of 50% upon reaching the 2005 target and the remaining 50% upon reaching the 2006
target.
F-7
Under accounting principles generally accepted in the United States of America (“US GAAP”), escrow agreements such as the one established by
Mr. Li generally constitute compensation if, following attainment of a performance threshold, shares are returned to a company officer. The
Company determined that without consideration of the compensation charge, the performance thresholds for the year ended September 30, 2005
would be achieved. However, after consideration of a related compensation charge, the Company determined that such thresholds would not have
been achieved. The Company also determined that, even without consideration of a compensation charge, the performance thresholds for the year
ended September 30, 2006 would not be achieved.
While the 217,955 escrow shares relating to the 2005 performance threshold were previously released to Mr. Li, Mr. Li executed a further
undertaking on August 21, 2006 to return those shares to the escrow agent for the distribution to the relevant investors. However, such shares were
not returned to the escrow agent, but, pursuant to a Delivery of Make Good Shares, Settlement and Release Agreement between the Company, BAK
International and Mr. Li entered into on October 22, 2007 (the “Li Settlement Agreement”), such shares were ultimately delivered to the Company as
described below. Because the Company failed to satisfy the performance threshold for the fiscal year ended September 30, 2006, the remaining
217,955 escrow shares relating to the fiscal year 2006 performance threshold were released to the relevant investors. As Mr. Li has not retained any
of the shares placed into escrow, and as the investors party to the Escrow Agreement are only shareholders of the Company and do not have and are
not expected to have any other relationship to the Company, the Company has not recorded a compensation charge for the years ended September 30,
2005 and 2006.
At the time the escrow shares relating to the 2006 performance threshold were transferred to the investors in fiscal year 2007, the Company should
have recognized a credit to donated shares and a debit to additional paid-in capital, both of which are elements of shareholders’ equity. This entry is
not material because total ordinary shares issued and outstanding, total shareholders’ equity and total assets do not change; nor is there any impact on
income or earnings per share. Therefore, previously filed consolidated financial statements for the fiscal year ended September 30, 2007 will not be
restated. This share transfer has been reflected in these financial statements by reclassifying the balances of certain items as of October 1, 2007. The
balances of donated shares and additional paid-in capital as of October 1, 2007 were credited and debited by $7,955,358 respectively, as set out in the
consolidated statements of changes in shareholders’ equity.
In November 2007, Mr. Li delivered the 217,955 shares related to the 2005 performance threshold to BAK International pursuant to the Li Settlement
Agreement; BAK International in turn delivered the shares to the Company. Such shares (other than those issued to investors pursuant to the 2008
Settlement Agreements, as described below) are now held by the Company. Upon receipt of these shares, the Company and BAK International
released all claims and causes of action against Mr. Li regarding the shares, and Mr. Li released all claims and causes of action against the Company
and BAK International regarding the shares. Under the terms of the Li Settlement Agreement, the Company commenced negotiations with the
investors who participated in the Company’s January 2005 private placement in order to achieve a complete settlement of BAK International’s
obligations (and the Company’s obligations to the extent it has any) under the applicable agreements with such investors.
Beginning on March 13, 2008, the Company entered into settlement agreements (the “2008 Settlement Agreements”) with certain investors in the
January 2005 private placement. Since the other investors have never submitted any claims regarding this matter, the Company did not reach any
settlement with them.
Pursuant to the 2008 Settlement Agreements, the Company and the settling investors have agreed, without any admission of liability, to a settlement
and mutual release from all claims relating to the January 2005 private placement, including all claims relating to the escrow shares related to the
2005 performance threshold that had been placed into escrow by Mr. Li, as well as all claims, including claims for liquidated damages relating to
registration rights granted in connection with the January 2005 private placement. Under the 2008 Settlement Agreement, the Company has made
settlement payments to each of the settling investors of the number of shares of the Company’s common stock equivalent to 50% of the number of
the escrow shares related to the 2005 performance threshold these investors had claimed; aggregate settlement payments as of June 30,
2015amounted to 73,749 shares. Share payments to date have been made in reliance upon the exemptions from registration provided by Section 4(2)
and/or other applicable provisions of the Securities Act of 1933, as amended. In accordance with the 2008 Settlement Agreements, the Company filed
a registration statement covering the resale of such shares which was declared effective by the SEC on June 26, 2008.
F-8
Pursuant to the Li Settlement Agreement, the 2008 Settlement Agreements and upon the release of the 217,955 escrow shares relating to the fiscal
year 2006 performance threshold to the relevant investors, neither Mr. Li or the Company have any obligations to the investors who participated in
the Company’s January 2005 private placement relating to the escrow shares.
As of December 31, 2019, the Company had not received any claim from the other investors who have not been covered by the “2008 Settlement
Agreements” in the January 2005 private placement.
As the Company has transferred the 217,955 shares related to the 2006 performance threshold to the relevant investors in fiscal year 2007 and the
Company also have transferred 73,749 shares relating to the 2005 performance threshold to the investors who had entered the “2008 Settlement
Agreements” with us in fiscal year 2008, pursuant to “Li Settlement Agreement” and “2008 Settlement Agreements”, neither Mr. Li nor the
Company had any remaining obligations to those related investors who participated in the Company’s January 2005 private placement relating to the
escrow shares.
On August 14, 2013, Dalian BAK Trading Co., Ltd was established as a wholly owned subsidiary of China BAK Asia Holding Limited (“BAK
Asia”) with a registered capital of $500,000. Pursuant to CBAK Trading’s articles of association and relevant PRC regulations, BAK Asia was
required to contribute the capital to CBAK Trading on or before August 14, 2015. On March 7, 2017, the name of Dalian BAK Trading Co., Ltd was
changed to Dalian CBAK Trading Co., Ltd (“CBAK Trading”). On August 5, 2019, CBAK Trading’s registered capital was increased to $5,000,000.
Pursuant to CBAK Trading’s amendment articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to
CBAK Trading on or before August 1, 2033. Up to the date of this report, the Company has contributed $2,435,000 to CBAK Trading in cash.
On December 27, 2013, Dalian BAK Power Battery Co., Ltd was established as a wholly owned subsidiary of BAK Asia with a registered capital of
$30,000,000. Pursuant to CBAK Power’s articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to
CBAK Power on or before December 27, 2015. On March 7, 2017, the name of Dalian BAK Power Battery Co., Ltd was changed to Dalian CBAK
Power Battery Co., Ltd (“CBAK Power”). On July 10, 2018, CBAK Power’s registered capital was increased to $50,000,000. On October 29, 2019,
CBAK Power’s registered capital was further increased to $60,000,000. Pursuant to CBAK Power’s amendment articles of association and relevant
PRC regulations, BAK Asia was required to contribute the capital to CBAK Power on or before December 31, 2021. Up to the date of this report, the
Company has contributed $29,999,978 to CBAK Power through injection of a series of patents and cash.
On May 4, 2018, CBAK New Energy (Suzhou) Co., Ltd (“CBAK Suzhou”) was established as a 90% owned subsidiary of CBAK Power with a
registered capital of RMB10,000,000 (approximately $1.5 million). The remaining 10% equity interest was held by certain employees of CBAK
Suzhou. Pursuant to CBAK Suzhou’s articles of association, each shareholder is entitled to the right of the profit distribution or responsible for the
loss according to its proportion to the capital contribution. Pursuant to CBAK Suzhou’s articles of association and relevant PRC regulations, CBAK
Power was required to contribute the capital to CBAK Suzhou on or before December 31, 2019. Up to the date of this report, the Company has
contributed RMB9.0 million (approximately $1.3 million), and the other shareholders have contributed RMB1.0 million (approximately $0.1 million)
to CBAK Suzhou through injection of a series of cash.
On November 21, 2019, Dalian CBAK Energy Technology Co., Ltd (“CBAK Energy”) was established as a wholly owned subsidiary of BAK Asia
with a registered capital of $50,000,000. Pursuant to CBAK Energy’s articles of association and relevant PRC regulations, BAK Asia was required to
contribute the capital to CBAK Energy on or before November 20, 2022. Up to the date of this report, the Company has contributed nil to CBAK
Energy. CBAK Energy will be focus on manufacture and sale of lithium batteries and lithium batteries’ materials.
The Company’s consolidated financial statements have been prepared under US GAAP.
F-9
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. This basis of accounting differs in
certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in
accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liability established in the PRC
or Hong Kong. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the
Company’s subsidiaries to present them in conformity with US GAAP.
After the disposal of BAK International Limited and its subsidiaries, namely Shenzhen BAK, Shenzhen BAK Power Battery Co., Ltd (formerly BAK
Battery (Shenzhen) Co., Ltd.) (“BAK Shenzhen”), BAK International (Tianjin) Ltd. (“BAK Tianjin”), Tianjin Chenhao Technological Development
Limited (a subsidiary of BAK Tianjin established on May 8, 2014,“Tianjin Chenhao”), BAK Battery Canada Ltd. (“BAK Canada”), BAK Europe
GmbH (“BAK Europe”) and BAK Telecom India Private Limited (“BAK India”), effective on June 30, 2014, and as of December 31, 2019, the
Company’s subsidiaries consisted of: i) China BAK Asia Holdings Limited (“BAK Asia”), a wholly owned limited liability company incorporated in
Hong Kong on July 9, 2013; ii) Dalian CBAK Trading Co., Ltd. (“CBAK Trading”), a wholly owned limited company established on August 14,
2013 in the PRC; iii) Dalian CBAK Power Battery Co., Ltd. (“CBAK Power”), a wholly owned limited liability company established on December
27, 2013 in the PRC; iv) CBAK New Energy (Suzhou) Co., Ltd. (“CBAK Suzhou”), a 90% owned limited liability company established on May 4,
2018 in the PRC and v) Dalian CBAK Energy Technology Co., Ltd (“CBAK Energy”), a wholly owned limited liability company established on
November 21, 2019 in the PRC.
The Company continued its business and continued to generate revenues from sale of batteries via subcontracting the production to BAK Tianjin and
BAK Shenzhen, former subsidiaries before the completion of construction and operation of its facility in Dalian. BAK Tianjin and BAK Shenzhen
are now suppliers of the Company and the Company does not have any significant benefits or liability from the operating results of BAK Tianjin and
BAK Shenzhen except the normal risk with any major supplier.
As of the date of this report, Mr. Xiangqian Li is no longer a director of BAK International and BAK Tianjin. He remained as a director of Shenzhen
BAK and BAK Shenzhen.
On and effective March 1, 2016, Mr. Xiangqian Li resigned as Chairman, director, Chief Executive Officer, President and Secretary of the Company.
On the same date, the Board of Directors of the Company appointed Mr. Yunfei Li as Chairman, Chief Executive Officer, President and Secretary of
the Company. On March 4, 2016, Mr. Xiangqian Li transferred 3,000,000 shares to Mr. Yunfei Li for a price of $2.4 per share. After the share
transfer, Mr. Yunfei Li held 3,000,000 shares or 17.3% and Mr. Xiangqian Li held 760,557 shares at 4.4% of the Company’s outstanding stock,
respectively. As of December 31, 2019, Mr. Yunfei Li held 8,589,919 shares or 16.2% of the Company’s outstanding stock, and Mr. Xiangqian Li
held none of the Company’s outstanding stock.
The Company had a working capital deficiency, accumulated deficit from recurring net losses and short-term debt obligations as of December 31,
2018 and 2019. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
In June and July 2015, the Company received advances of approximately $9.8 million from potential investors. On September 29, 2015, the
Company entered into a Debt Conversion Agreement with these investors. Pursuant to the terms of the Debt Conversion Agreement, each of the
creditors agreed to convert existing loan principal of $9,847,644 into an aggregate 4,376,731 shares of common stock of the Company (“the Shares”)
at a conversion price of $2.25 per share. Upon receipt of the Shares on October 16, 2015, the creditors released the Company from all claims,
demands and other obligations relating to the Debts. As such, no interest was recognized by the Company on the advances from investors pursuant to
the supplemental agreements with investors and the Debt Conversion Agreement.
In June 2016, the Company received further advances in the aggregate of $2.9 million from Mr. Jiping Zhou and Mr. Dawei Li. These advances were
unsecured, non-interest bearing and repayable on demand. On July 8, 2018, the Company received further advances of $2.6 million from Mr. Jiping
Zhou. On July 28, 2016, the Company entered into securities purchase agreements with Mr. Jiping Zhou and Mr. Dawei Li to issue and sell an
aggregate of 2,206,640 shares of common stock of the Company, at $2.5 per share, for an aggregate consideration of approximately $5.52 million.
On August 17, 2016, the Company issued these shares to the investors.
F-10
On February 17, 2017, the Company signed investment agreements with eight investors (including Mr. Yunfei Li, the Company’s CEO, and seven of
the Company’s existing shareholders) whereby the investors agreed to subscribe new shares of the Company totaling $10 million. Pursuant to the
investment agreements, in January 2017 the 8 investors paid the Company a total of $2.06 million as down payments. Mr. Yunfei Li agrees to
subscribe new shares of the Company totaled $1,120,000 and paid the earnest money of $225,784 in January 2017. On April 1, April 21, April 26
and May 10, 2017, the Company received $1,999,910, $3,499,888, $1,119,982 and $2,985,497 from these investors, respectively. On May 31, 2017,
the Company entered into a securities purchase agreement with the eight investors, pursuant to which the Company agreed to issue an aggregate of
6,403,518 shares of common stock to these investors, at a purchase price of $1.50 per share, for an aggregate price of $9.6 million, among which
746,018 shares issued to Mr. Yunfei Li. On June 22, 2017, the Company issued the shares to the investors.
In 2019, according to the investment agreements and agreed by the investors, the Company returned partial earnest money of $966,579
(approximately RMB6.7 million) to these investors.
On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power and Tianjin New Energy (note 13)
whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $3.4 million (RMB23,980,950) and $1.7 million
(RMB11,647,890) (totaled $5.1 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively.
On January 7, 2019, the Company entered into a cancellation agreement with Mr. Dawei Li and Mr. Yunfei Li. Pursuant to the terms of the
cancellation agreement, Mr. Dawei Li and Mr. Yunfei Li agreed to cancel the First Debt in exchange for 3,431,373 and 1,666,667 shares of common
stock of the Company, respectively, at an exchange price of $1.02 per share. Upon receipt of the shares, the creditors released the Company from any
claims, demands and other obligations relating to the First Debt.
On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia EVK”) entered into an agreement with CBAK
Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $0.3 million
(RMB2,225,082), $0.1 million (RMB 912,204) and $5.0 million (RMB35,406,036) (collectively $5.4 million, the “Second Debt”) to Mr. Jun Lang,
Ms. Jing Shi and Asia EVK, respectively.
On April 26, 2019, the Company entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia EVK (the creditors). Pursuant to
the terms of the cancellation agreement, the creditors agreed to cancel the Second Debt in exchange for 300,534, 123,208 and 4,782,163 shares of
common stock of the Company, respectively, at an exchange price of $1.1 per share. Upon receipt of the shares, the creditors will release the
Company from any claims, demands and other obligations relating to the Second Debt.
On June 28, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power to loan approximately $1.4 million
(RMB10,000,000) and $2.5 million (RMB18,000,000) respectively to CBAK Power for a terms of six months (collectively $3.9 million, the “Third
Debt”). The loan was unsecured, non-interest bearing and repayable on demand.
On July 16, 2019, each of Asia EVK and Mr. Yunfei Li entered into an agreement with CBAK Power and Dalian Zhenghong Architectural
Decoration and Installation Engineering Co. Ltd. (the Company’s construction contractor) whereby Dalian Zhenghong Architectural Decoration and
Installation Engineering Co. Ltd. assigned its rights to the unpaid construction fees owed by CBAK Power of approximately $2.8 million
(RMB20,000,000) and $0.4 million (RMB2,813,810) (collectively $3.2 million, the “Fourth Debt”) to Asia EVK and Mr. Yunfei Li, respectively.
F-11
On July 26, 2019, the Company entered into a cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK (the creditors). Pursuant to
the terms of the cancellation agreement, Mr. Dawei Li, Mr. Yunfei Li and Asia EVK agreed to cancel the Third Debt and Fourth Debt in exchange
for 1,384,717, 2,938,067 and 2,769,435 shares of common stock of the Company, respectively, at an exchange price of $1.05 per share. Upon receipt
of the shares, the creditors will release the Company from any claims, demands and other obligations relating to the Third Debt and Fourth Debt. The
cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect
to the shares.
On July 24, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the
Company issued a promissory note (the “Note 1”) to the Lender. The Note has an original principal amount of $1,395,000, bears interest at a rate of
10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received
proceeds of $1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000.
On October 10, 2019, each of Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen entered into an agreement with CBAK Power and Zhengzhou
BAK New Energy Vehicle Co., Ltd. (the Company’s supplier of which Mr. Xiangqian Li, the former CEO, is a director of this company) whereby
Zhengzhou BAK New Energy Vehicle Co., Ltd. assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $2.1
million (RMB15,000,000), $1.0 million (RMB7,380,000) and $1.0 million (RMB7,380,000) (collectively $4.2 million, the “Fifth Debt”) to Mr.
Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, respectively.
On October 14, 2019, the Company entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping
Shen (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen
agreed to cancel and convert the Fifth Debt and the Unpaid Earnest Money of approximately $1 million (RMB6,720,000) in exchange for 528,053,
3,536,068, 2,267,798 and 2,267,798 shares of common stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of
the shares, the creditors will release the Company from any claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest
Money. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights
with respect to the shares.
On December 30, 2019, the Company entered into a second securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to
which the Company issued a promissory note (the “Note II”) to the Lender. The Note II has an original principal amount of $1,670,000, bears interest
at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company
received proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000.
At December 31, 2019, the Company had aggregate interest-bearing bank loans of approximately $26.1 million, due in 2020 to 2021, in addition to
approximately $42.3 million of other current liabilities.
As of December 31, 2019, the Company had unutilized committed banking facilities of $4.7 million.
On January 27, 2020, the Company entered into an exchange agreement (the “First Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”),
pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the
“Partitioned Promissory Note) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019,
which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the
Company’s common stock, par value $0.001 per share to the Lender.
F-12
On February 20, 2020, the Company entered into a second exchange agreement (the “Second Exchange Agreement”) with Atlas Sciences, LLC (the
“Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to
$100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July
24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 207,641 shares
of the Company’s common stock, par value $0.001 per share to the Lender.
In March 2020, the Company obtained another one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0
million (approximately $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd . Under the facilities, the
Company borrowed RMB24.2 million ($3.5 million) on March 13, 2020.
On April 10, 2020, each of Mr. Yunfei Li, Mr. Ping Shen and Asia EVK entered into an agreement with CBAK Power and BAK SZ, whereby BAK
SZ assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $1.0 million (RMB7,000,000), $2.2 million
(RMB16,000,000) and $1.0 million (RMB7,300,000) (collectively $4.3 million, the “Sixth Debt”) to Mr. Yunfei Li, Mr. Ping Shen and Asia EVK,
respectively.
On April 27, 2020, the Company entered into a cancellation agreement with Mr. Yunfei Li, Mr. Ping Shen and Asia EVK (the creditors). Pursuant to
the terms of the cancellation agreement, Mr. Yunfei Li, Mr. Ping Shen and Asia EVK agreed to cancel the Sixth Debt in exchange for 2,062,619,
4,714,557 and 2,151,017 shares of common stock of the Company, respectively, at an exchange price of $0.48 per share. Upon receipt of the shares,
the creditors will release the Company from any claims, demands and other obligations relating to the Sixth Debt. The cancellation agreement
contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.
On April 28, 2020, the Company entered into a third exchange agreement (the “Third Exchange Agreement”) with Atlas Sciences, LLC (the
“Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to
$100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July
24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 312,500 shares
of the Company’s common stock, par value $0.001 per share to the Lender.
The Company is currently expanding its product lines and manufacturing capacity in its Dalian plant, which requires more funding to finance the
expansion. The Company plans to raise additional funds through banks borrowings and equity financing in the future to meet its daily cash demands,
if required.
However, there can be no assurance that the Company will be successful in obtaining further financing. The Company expects that it will be able to
secure more potential orders from the new energy market, especially from the electric car market and UPS market. The Company believes that with
the booming future market demand in high power lithium ion products, it can continue as a going concern and return to profitability.
The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which
contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not
include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern.
F-13
2. Summary of Significant Accounting Policies and Practices
(a) Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries up to the date of disposal. All significant
intercompany balances and transactions have been eliminated prior to consolidation.
(b) Cash and Cash Equivalents
Cash consists of cash on hand and in banks excluding pledged deposits. The Company considers all highly liquid debt instruments, with initial terms
of less than three months to be cash equivalents.
(c) Trade Accounts and Bills Receivable
Trade accounts and bills receivable are recorded at the invoiced amount, net of allowances for doubtful accounts and sales returns. The allowance for
doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing trade accounts receivable. The
Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.
Outstanding accounts receivable balances are reviewed individually for collectability. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is considered remote.
(d) Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of inventories is determined using the weighted average cost method, and
includes expenditures incurred in acquiring the inventories and bringing them to their existing location and condition. In case of finished goods and
work in progress, the cost includes an appropriate share of production overhead based on normal operating capacity. Net realizable value is the
estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between
the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and
subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
(e) Property, Plant and Equipment
Property, plant and equipment (except construction in progress) are stated at cost less accumulated depreciation and impairment charges.
Depreciation is calculated based on the straight-line method (after taking into account their respective estimated residual values) over the estimated
useful lives of the assets as follows:
Buildings
Machinery and equipment
Office equipment
Motor vehicles
5 – 35 years
1 – 15 years
1 – 5 years
5 – 10 years
The cost and accumulated depreciation of property, plant and equipment sold are removed from the consolidated balance sheets and resulting gains or
losses are recognized in the consolidated statements of operations and comprehensive loss.
Construction in progress mainly represents expenditures in respect of the Company’s corporate campus, including offices, factories and staff
dormitories, under construction. All direct costs relating to the acquisition or construction of the Company’s corporate campus and equipment,
including interest charges on borrowings, are capitalized as construction in progress. No depreciation is provided in respect of construction in
progress.
A long-lived asset to be disposed of by abandonment continues to be classified as held and used until it is disposed of.
F-14
(f) Prepaid Land Use Rights
Prior to the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”), land use rights are carried at cost and
amortized on a straight-line basis over the period of rights of 50 years. Upon the adoption of ASC 842 on January 1, 2019, land use rights acquired
are assessed in accordance with ASC 842 and recognized in right-of-use assets if they meet the definition of lease.
(g) Foreign Currency Transactions and Translation
The reporting currency of the Company is the United States dollar (“US dollar”). The financial records of the Company’s PRC operating subsidiaries
are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency. The financial records of the Company’s subsidiaries
established in other countries are maintained in their local currencies. Assets and liabilities of the subsidiaries are translated into the reporting
currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates, and income and expense items are
translated using the average rate for the period. The translation adjustments are recorded in accumulated other comprehensive loss under
shareholders’ equity.
Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies
at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional
currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the period are converted into
the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the
consolidated statements of operations.
RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of
China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange
transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand. Translation of amounts from RMB
into US dollars has been made at the following exchange rates for the respective periods:
Year ended December 31, 2018
Balance sheet, except for equity accounts
Income statement and cash flows
Year ended December 31, 2019
Balance sheet, except for equity accounts
Income statement and cash flows
(h) Intangible Assets
RMB 6.8783 to US$1.00
RMB 6.6282 to US$1.00
RMB 6.9630 to US$1.00
RMB 6.9073 to US$1.00
Intangible assets are stated in the balance sheet at cost less accumulated amortization and impairment, if any. The costs of the intangible assets are
amortized on a straight-line basis over their estimated useful lives. The respective amortization periods for the intangible assets are as follows:
Computer software
(i) Impairment of Long-lived Assets
10 years
Long-lived assets, which include property, plant and equipment, prepaid land use rights and intangible assets, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is generally
measured based on either quoted market prices, if available, or discounted cash flow analyses.
F-15
(j) Revenue Recognition
The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No.
2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv)
allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance
obligation.
Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically
upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization
period of the asset that it would have recognized is one year or less or the amount is immaterial.
Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with
the Company’s customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the categories: discounts and returns.
These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts
receivable as the amount is payable to the Company’s customer.
(k) Cost of Revenues
Cost of revenues consists primarily of material costs, employee compensation, depreciation and related expenses, which are directly attributable to
the production of products. Write-down of inventories to lower of cost or market is also recorded in cost of revenues.
(l) Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more
likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the statement of operations and comprehensive loss in the period that includes the enactment date.
The impact of an uncertain income tax positions on the income tax return must be recognized at the largest amount that is more likely than not to be
sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of
being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.
The significant uncertain tax position arose from the subsidies granted by the local government for the Company’s PRC subsidiary, which may be
modified or challenged by the central government or the tax authority. A reconciliation of January 1, 2018, through December 31, 2019 amount of
unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:
Balance as of January 1, 2018
Decrease in unrecognized tax benefits taken in current period
Balance as of December 31, 2018
Decrease in unrecognized tax benefits taken in current year
Balance as of December 31, 2019
Gross UTB
Surcharge
Net UTB
$
$
7,537,273
(407,988)
7,129,285
(86,703)
7,042,582
$
$
-
-
-
-
-
$
$
7,537,273
(407,988)
7,129,285
(86,703)
7,042,582
F-16
As of December 31, 2018 and 2019, the Company had not accrued any interest and penalties related to unrecognized tax benefits.
(m) Research and Development and Advertising Expenses
Research and development and advertising expenses are expensed as incurred. Research and development expenses consist primarily of remuneration
for research and development staff, depreciation and material costs for research and development.
(n) Bills Payable
Bills payable represent bills issued by financial institutions to the Company’s vendors. The Company’s vendors receive payments from the financial
institutions directly upon maturity of the bills and the Company is obliged to repay the face value of the bills to the financial institutions.
(o) Warranties
The Company provides a manufacturer’s warranty on all its products. It accrues a warranty reserve for the products sold, which includes
management’s best estimate of the projected costs to repair or replace items under warranty. These estimates are based on actual claims incurred to
date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively
short history of sales of its current products, and changes to its historical or projected warranty experience may cause material changes to the
warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued
liabilities and other while the remaining balance is included within other long-term liabilities on the consolidated balance sheets.
(p) Government Grants
The Company’s subsidiaries in China receive government subsidies from local Chinese government agencies in accordance with relevant Chinese
government policies. In general, the Company presents the government subsidies received as part of other income unless the subsidies received are
earmarked to compensate a specific expense, which have been accounted for by offsetting the specific expense, such as research and development
expense, interest expenses and removal costs. Unearned government subsidies received are deferred for recognition until the criteria for such
recognition could be met.
Grants applicable to land are amortized over the life of the depreciable facilities constructed on it. For research and development expenses, the
Company matches and offsets the government grants with the expenses of the research and development activities as specified in the grant approval
document in the corresponding period when such expenses are incurred.
(q) Share-based Compensation
The Company adopted the provisions of ASC Topic 718 which requires the Company to measure and recognize compensation expenses for an award
of an equity instrument based on the grant-date fair value. The cost is recognized over the vesting period (or the requisite service period). ASC Topic
718 also requires the Company to measure the cost of a liability classified award based on its current fair value. The fair value of the award will be
remeasured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period are recognized
as compensation cost over that period. Further, ASC Topic 718 requires the Company to estimate forfeitures in calculating the expense related to
stock-based compensation.
The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Valuation Model. The expected volatility was
based on the historical volatilities of the Company’s listed common stocks in the United States and other relevant market information. The Company
uses historical data to estimate share option exercises and employee departure behavior used in the valuation model. The expected terms of share
options granted is derived from the output of the option pricing model and represents the period of time that share options granted are expected to be
outstanding. Since the share options once exercised will primarily trade in the U.S. capital market, the risk-free rate for periods within the contractual
term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.
F-17
(r) Retirement and Other Postretirement Benefits
Contributions to retirement schemes (which are defined contribution plans) are charged to cost of revenues, research and development expenses,
sales and marketing expenses and general and administrative expenses in the statement of operations and comprehensive loss as and when the related
employee service is provided.
(s) Loss per Share
Basic and diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year.
(t) Use of Estimates
The preparation of the consolidated financial statements in accordance with US GAAP requires management of the Company to make a number of
estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those
estimates. Significant items subject to such estimates and assumptions include revenue recognition, the recoverability of the carrying amount of long-
lived assets, unrecognized tax benefits, impairment on inventories, valuation allowance for receivables and deferred tax assets, provision for warranty
and sales returns, and valuation of share-based compensation expense. Actual results could differ from those estimates.
(u) Segment Reporting
The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal
organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the
source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results
solely by monthly revenue of li-ion rechargeable batteries (but not by sub product type or geographic area) and operating results of the Company and,
as such, the Company has determined that the Company has one operating segment as defined by ASC Topic 280 “Segment Reporting”.
(v) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment can be reasonably estimated.
(w) Recently Issued Accounting Standards
Newly adopted accounting pronouncements
On February 25, 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). It requires that a lessee
recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make
lease payments (the lease liability) and a right-of-use asset (“ROU asset”) representing its right to use the underlying asset for the lease term. The
Company adopted this guidance in the first quarter of 2019 using the modified retrospective approach, electing the package of practical expedients,
and the practical expedient to not separate lease and non-lease components for data center operating leases. The Company also elected the optional
transition method that permits adoption of the new standard prospectively, as of the effective date, without adjusting comparative periods presented.
The Company did not have operating leases at January 1, 2019 and December 31, 2019 that require recognition of ROU assets and leases liabilities.
The adoption did not impact the Company’s beginning accumulated deficit, and did not have a material impact on the Company’s consolidated
statements of income and statements of cash flows. For finance leases , the Company recognizes straight-line amortization of the ROU asset and
interest on the lease liability. This is consistent with the historical recognition of finance leases, which was unchanged upon adoption of ASC 842.
Prior to the adoption of ASC 842, these land use rights and are amortized on a straight-line basis over the term of the land use right. Upon the
adoption of ASC 842 on January 1, 2019, land use rights acquired are assessed in accordance with ASC 842 and recognized in right-of-use assets if
they meet the definition of lease.
F-18
Recent accounting pronouncements not yet adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable
forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at
amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early
application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The
Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill
impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s
carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the
annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill
impairment tests performed on testing dates after January 1, 2017. The Company currently intends to adopt this guidance for the fiscal year beginning
January 1, 2020, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures
because the Company does not currently have any recorded goodwill.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure
Requirements for Fair Value Measurement, which modifies the disclosure requirements for Level 1, Level 2 and Level 3 instruments in the fair value
hierarchy. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early
adoption permitted for any eliminated or modified disclosures. The adoption of this standard is not expected to have a material impact on the
Company’s consolidated financial statements or disclosures.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes,
eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application
among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years,
with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while
other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the
fiscal year of adoption. The Company is evaluating the impact this update will have on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
3. Pledged deposits
Pledged deposits as of December 31, 2018 and 2019 consisted of the following:
Pledged deposits with banks for:
Bills payable
Others*
December 31,
2018
December 31,
2019
$ 16,014,118
1,225,705
$ 17,239,823
$
$
4,021,255
1,499,736
5,520,991
* On July 7, 2016, Shenzhen Huijie Purification System Engineering Co., Ltd (“Shenzhen Huijie”), one of the Company’s contractors, filed a
lawsuit against CBAK Power in the Peoples’ Court of Zhuanghe City, Dalian for the failure to pay pursuant to the terms of the contract and for
entrusting part of the project to a third party without their prior consent. The plaintiff sought a total amount of $1,210,799 (RMB8,430,792),
including construction costs of $0.9 million (RMB6.3 million), interest of $29,812 (RMB0.2 million) and compensation of $0.3 million
(RMB1.9 million), which were already accrued for as of September 30, 2016. On September 7, 2016, upon the request of Shenzhen Huijie, the
Court froze CBAK Power’s bank deposits totaling $1,210,799 (RMB8,430,792) for a period of one year. Further on September 1, 2017, upon the
request of Shenzhen Huijie, the Court froze the bank deposits for another year until August 31, 2018. The Court further froze the bank deposits
for another year until August 27, 2019 upon the request of Shenzhen Huijie on August 27, 2018.Upon the request from Shenzhen Huijie, the
Court again froze the bank deposits for another year until August 27, 2020.
F-19
On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile
Technology Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total
amount of $0.16 million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million
(RMB136,269). As of December 31, 2019, the Company has accrued for the equipment cost of $0.14 million (RMB976,000). On August 9,
2019, upon the request of Shenzhen Xinjiatuo Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK
Power’s bank deposits totaling $0.16 million (RMB1,117,269) for a period of one year to August 2020.
In early September, 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration
Commission against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $89,295
(RMB 638,359) and compensation of $75,956 (RMB 543,000), totaling $0.17 million (RMB 1,181,359). In addition, upon the request of the
employees, the court of Suzhou Industrial Park ruled that bank deposits of CBAK Suzhou totaling $0.17 million (RMB 1,181,359) should be
frozen for a period of one year. As of December 31, 2019, $6 (RMB43) was frozen by bank. Subsequent to December 31, 2019, the Company
has settled $0.16 million (RMB1,084,717).
In December, 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co.,
Ltd. (“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian
Construction sought a total amount of $99,251 (RMB691,086) and interest $1,884 (RMB12,934). As of December 31, 2019, the Company has
accrued the construction cost of $99,251 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of
Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $101,135 (RMB704,020) for a period of one year to December 2020. As of
December 31, 2019, $94,965 (RMB661,240) was frozen by bank.
In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan
Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought
a total amount of $0.6 million (RMB 4,434,209), which was already accrued for as of December 31, 2019. Upon the request of Dongguan
Shanshan for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $0.6 million
(RMB4,434,209) for a period of one year to December 17, 2020. As of December 31, 2019, $33,504 (RMB233,295) was frozen by bank.
4. Trade Accounts and Bills Receivable, net
Trade accounts and bills receivable as of December 31, 2018 and 2019:
Trade accounts receivable
Less: Allowance for doubtful accounts
Bills receivable
December 31, December 31,
2018
2019
$ 19,054,863 $ 12,517,626
(4,650,686)
7,866,940
85,480
7,952,420
(3,657,173)
15,397,690
6,353,342
$ 21,751,032 $
Included in trade accounts and bills receivables are retention receivables of $1,119,490 and $2,159,356 as of December 31, 2018 and 2019. Retention
receivables are interest-free and recoverable at the end of the retention period of three to five years.
F-20
An analysis of the allowance for doubtful accounts is as follows:
Balance at beginning of year
Provision for the year
Reversal - recoveries by cash
Charged to consolidated statements of operations and comprehensive (loss) income
Foreign exchange adjustment
Balance at end of year
5.
Inventories
Inventories as of December 31, 2018 and 2019 consisted of the following:
Raw materials
Work in progress
Finished goods
$
December 31,
2018
3,700,922
474,950
(312,462)
162,488
(206,237)
3,657,173
$
$
$
December 31,
2019
3,657,173
1,613,402
(567,042)
1,046,360
(52,847)
4,650,686
$
$
December 31, December 31,
2018
1,675,383 $
2,737,415
5,209,563
9,622,361 $
2019
482,836
1,254,490
6,929,388
8,666,714
$
$
During the years ended December 31, 2018 and 2019, write-downs of obsolete inventories to lower of cost or net realizable value of $160,469 and
$834,362, respectively, were charged to cost of revenues.
6. Prepayments and Other Receivables
Prepayments and other receivables as of December 31, 2018 and 2019 consisted of the following:
Value added tax recoverable
Prepayments to suppliers
Deposits
Staff advances
Prepaid operating expenses
Others
Less: Allowance for doubtful accounts
7. Payables to former subsidiaries, net
$
December 31,
2018
5,359,275
1,157,966
56,974
54,207
309,415
212,617
7,150,454
(7,000)
7,143,454
$
$
December 31,
2019
4,124,624
60,090
63,184
53,731
317,151
124,133
4,742,913
(7,000)
4,735,913
$
Payables to former subsidiaries as of December 31, 2018 and 2019 consisted of the following:
BAK Tianjin
BAK Shenzhen
December 31,
2018
December 31,
2019
$
$
972,913
3,328,733
4,301,646
$
$
-
1,483,352
1,483,352
Balance as of December 31, 2018 and 2019 consisted of payables for purchase of inventories from BAK Tianjin and BAK Shenzhen. From time to
time, the Company purchased from these former subsidiaries products that it did not produce to meet the needs of its customers.
In the third quarter of 2018, the Company disposed of its patented proprietary technology of high capacity prismatic batteries to BAK Shenzhen at a
cash consideration of $12,845,795 (approximately RMB85.1 million). The Company recognized a net gain of $12,118,675, which was included in
other income for year ended December 31, 2018. The Company and BAK Shenzhen agreed to offset the cash consideration of $12,845,795 against
the amount owed by the Company to BAK Shenzhen.
F-21
The above balance is unsecured and non-interest bearing and repayable on demand.
8. Property, Plant and Equipment, net
Property, plant and equipment as of December 31, 2018 and 2019 consisted of the following:
Buildings
Machinery and equipment
Office equipment
Motor vehicles
Impairment
Accumulated depreciation
Carrying amount
December 31, December 31,
2018
2019
$ 23,626,924 $ 27,262,301
22,719,932
204,196
161,980
50,348,409
(4,126,152)
(8,044,692)
$ 38,908,503 $ 38,177,565
22,159,752
218,581
204,368
46,209,625
(1,840,596)
(5,460,526)
During the years ended December 31, 2018 and 2019, the Company incurred depreciation expense of $2,442,428 and $2,728,224, respectively.
The Company has not yet obtained the property ownership certificates of the buildings in its Dalian manufacturing facilities with a carrying amount
of $21,749,145 and $24,671,045 as of December 31, 2018 and 2019, respectively. The Company built its facilities on the land for which it had
already obtained the related land use right. The Company has submitted applications to the Chinese government for the ownership certificates on the
completed buildings located on these lands. However, the application process takes longer than the Company expected and it has not obtained the
certificates as of the date of this report. However, since the Company has obtained the land use right in relation to the land, the management believe
the Company has legal title to the buildings thereon albeit the lack of ownership certificates.
During the course of the Company’s strategic review of its operations in the years ended December 31, 2018 and 2019, the Company assessed the
recoverability of the carrying value of certain property, plant and equipment which resulted in impairment losses of approximately $0.9 million and
$2.3 million, respectively. The impairment charge represented the excess of carrying amounts of the Company's property, plant and equipment over
the estimated fair value of the Company's production facilities in Dalian primarily for the production of high-power lithium batteries.
9. Construction in Progress
Construction in progress as of December 31, 2018 and 2019 consisted of the following:
Construction in progress
Prepayment for acquisition of property, plant and equipment
Carrying amount
December 31,
2018
$ 23,562,557
1,439,256
$ 25,001,813
December 31,
2019
$ 21,613,577
94,047
$ 21,707,624
Construction in progress as of December 31, 2018 and 2019 mainly comprised capital expenditures for the construction of the facilities and
production lines of CBAK Power.
For the years ended December 31, 2018 and 2019, the Company capitalized interest of $1,257,136 and $1,516,244, respectively, to the cost of
construction in progress.
F-22
10. Lease
(a) Prepaid Land Use Rights, net
Prepaid land use rights as of December 31, 2018 and 2019 consisted of the followings:
Prepaid land use rights
Accumulated amortization
Less: Classified as current assets
Prepaid land use rights
Accumulated amortization
Less: Classified as right-of-use assets upon application of ASC 842
At January 1, 2019 and December 31, 2019
$
$
December 31,
2018
8,167,587
(721,470)
7,446,117
(163,352)
7,282,765
$
December 31,
2019
$ -
-
-
-
-
$
$
$
$
$
8,167,587
(721,470)
7,446,117
(7,446,117)
-
Pursuant to a land use rights acquisition agreement dated August 10, 2014, the Company acquired the rights to use a piece of land with an area of
153,832m2 in Dalian Economic Zone for 50 years up to August 9, 2064, at a total consideration of $7,621,715 (RMB53.1 million). Other incidental
costs incurred totaled $446,541 (RMB3.1 million).
Amortization expenses of the prepaid land use rights were $169,516 for the year ended December 31, 2018.
(b) Right-of-use assets
Balance as of January 1, 2019
Amortization charge for the year
Foreign exchange adjustment
Balance as of December 31, 2019
Prepaid land
lease
payments
$
$
7,446,117
(162,666)
(89,256)
7,194,195
Lump sum payments was made upfront to acquire the leased land from the owners with lease period for 50 years up to August 9, 2064, and no
ongoing payments will be made under the terms of these land leases.
11. Intangible Assets, net
Intangible assets as of December 31, 2018 and 2019 consisted of the followings:
Computer software at cost
Accumulated amortization
Amortization expenses were $3,383 and $5,482 for the years ended December 31, 2018 and 2019, respectively.
F-23
December 31,
2018
December 31,
2019
$
$
31,025
(10,156)
20,869
30,648
(15,470)
15,178
12. Trade Accounts and Bills Payable
Trade accounts and bills payable as of December 31, 2018 and 2019 consisted of the followings:
Trade accounts payable
Bills payable
– Bank acceptance bills
– Commercial acceptance bills
December 31,
2018
$ 23,134,269
December 31,
2019
$ 11,157,014
28,911,556
449,238
$ 52,495,063
3,915,094
-
$ 15,072,108
All the bills payable are of trading nature and will mature within one year from the issue date.
The bank acceptance bills were pledged by:
(i)
the Company’s bank deposits (Note 3); and
(ii)
$6,353,342 and nil of the Company’s bills receivable as of December 31, 2018 and 2019, respectively (Note 4).
13. Loans
Bank loans:
Bank borrowings as of December 31, 2018 and 2019 consisted of the followings:
Current maturities of long-term bank loans
Long-term bank borrowings
$
December 31,
2018
3,659,324
20,614,194
$ 24,273,518
December 31,
2019
$ 16,574,752
9,519,029
$ 26,093,781
On June 14, 2016, the Company renewed its banking facilities from Bank of Dandong for loans with a maximum amount of RMB130 million
(approximately $18.7 million), including three-year long-term loans and three-year revolving bank acceptance and letters of credit bills for the period
from June 13, 2016 to June 12, 2019. The banking facilities were guaranteed by Mr. Yunfei Li (“Mr. Li”), the Company’s CEO, and Ms. Qinghui
Yuan, Mr. Li’s wife, Mr. Xianqian Li, the Company’s former CEO, Ms. Xiaoqiu Yu, the wife of the Company’s former CEO and Shenzhen BAK
Battery Co., Ltd., the Company’s former subsidiary (“Shenzhen BAK”). Under the banking facilities, the Company borrowed various three-year term
bank loans that totaled RMB126.8 million (approximately $18.2 million), bearing fixed interest at 7.2% per annum. The Company also borrowed
various bank acceptance of RMB3.2 million (approximately $0.5 million) under the facilities. The Company repaid the loan and bank acceptance
bills on June 12, 2018.
In the second quarter of 2018, the Company obtained additional banking facilities from Bank of Dandong with bank acceptance bills of RMB5.0
million (approximately $0.7 million) for a term until October 17, 2018. The Company repaid the bank acceptance bills on October 17, 2018.
On August 2, 2017, the Company obtained one-year term facilities from China Merchants Bank with a maximum amount of RMB100 million
(approximately $14.4 million) including revolving loans, trade finance, notes discount, and acceptance of commercial bills etc. Any amount drawn
under the facilities requires security in the form of cash or banking acceptance bills receivable of at least the same amount. Under the facilities, the
Company borrowed a series of bank acceptance bills from China Merchants Bank totaled RMB21.3 million (approximately $3.1 million) for a term
until October 25, 2018. The facilities expired on August 1, 2018 and the Company repaid the bills on October 25, 2018.
On November 9, 2017, the Company obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100
million (approximately $14.4 million) with the term expiring on November 7, 2018. The banking facilities were secured by the 100% equity in
CBAK Power held by BAK Asia. Under the facilities, bank deposits of approximately 50% were required to secure against this letter of credit. The
Company borrowed a net letter of credit of RMB96.1 million (approximately $13.8 million) to November 7, 2018. The Company repaid the letter of
credit on November 7, 2018.
F-24
On June 4, 2018, the Company obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB200 million
(approximately $28.7 million) with the term from June 12, 2018 to June 10, 2021, bearing interest at 130% of benchmark rate of the People’s Bank
of China (“PBOC”) for three-year long-term loans, at current rate 6.175% per annum. The loans are repayable in six installments of RMB0.8 million
($0.12 million) on December 10, 2018, RMB24.3 million ($3.50 million) on June 10, 2019, RMB0.8 million ($0.12 million) on December 10, 2019,
RMB74.7 million ($10.7 million) on June 10, 2020, RMB0.8 million ($0.12 million) on December 10, 2020 and RMB66.3 million ($9.6 million) on
June 10, 2021. The Company repaid the bank loan of RMB0.8 million ($0.12 million) in December 2018, RMB24.3 million ($3.50 million) in June
2019 and RMB0.8 million ($0.12 million) in December 2019. Under the facilities, the Company borrowed RMB141.8 million (approximately $20.4
million) as of December 31, 2019. The facilities were secured by the Company’s land use rights, buildings, machinery and equipment. The Company
repaid the bank loan of RMB0.8 million ($0.12 million), RMB24.3 million ($3.5 million) and RMB0.8 million ($0.12 million) on December 2018,
June 2019 and December 2019 respectively.
Further, in August 2018, the Company borrowed a total of RMB60 million (approximately $8.6 million) in the form of bills payable from China
Everbright Bank Dalian Branch for a term until August 14, 2019, which was secured by the Company’s cash totaled $8.6 million. The Company
discounted these two bills payable of even date to China Everbright Bank at a rate of 4.0%. The Company repaid these bills payable in August 2019.
On August 22, 2018, the Company obtained one-year term facilities from China Everbright Bank Dalian Branch with a maximum amount of
RMB100 million (approximately $14.4 million) including revolving loans, trade finance, notes discount, and acceptance of commercial bills etc. Any
amount drawn under the facilities requires security in the form of cash or banking acceptance bills receivables of at least the same amount. Under the
facilities, as of December 31, 2018, the Company borrowed a series of bank acceptance bills totaled RMB28.8 million (approximately $4.1 million)
for a term until March 7, 2019, which was secured by bills receivable of $4.1 million. The Company repaid the bank acceptance bills on March 7,
2019.
In November 2018, the Company borrowed a total of RMB100 million (approximately $14.4 million) in the form of bills payable from China
Everbright Bank Dalian Branch for a term until November 12, 2019, which was secured by the Company’s cash totaled RMB 50 million
(approximately $7.2 million) and the 100% equity in CBAK Power held by BAK Asia. The Company discounted the bills payable of even date to
China Everbright Bank at a rate of 4.0%. The Company repaid these bills payable in November 2019.
The Company also borrowed a series of acceptance bills from Industrial Bank Co., Ltd. Dalian Branch totaled RMB1.5 million (approximately $0.2
million) for various terms through May 21, 2019, which was secured by bills receivable of RMB1.5 million (approximately $0.2 million). The
Company repaid the bank acceptance bills on May 21, 2019.
In October 2019, the Company borrowed a total of RMB28 million (approximately $4.0 million) in the form of bills payable from China Everbright
Bank Dalian Branch for a term until October 15, 2020, which was secured by the Company’s cash totaled RMB28 million (approximately $4.0
million). The Company discounted these bills payable of even date to China Everbright Bank at a rate of 3.30%.
In December 2019, the Company obtained banking facilities from China Everbright Bank Dalian Friendship Branch totaled RMB39.9 million
(approximately $5.7 million) for a term until November 6, 2020, bearing interest at 5.655% per annum. The facility was secured by 100% equity in
CBAK Power held by BAK Asia and buildings of Hubei BAK Real Estate Co., Ltd., which Mr. Yunfei Li (“Mr. Li”), the Company’s CEO holding
15% equity interest. Under the facilities, the Company borrowed RMB39.9 million (approximately $5.7 million) on December 30, 2019.
F-25
The facilities were secured by the Company’s assets with the following carrying amounts:
December 31, December 31,
Pledged deposits (note 3)
Prepaid land use rights (note 10)
Right-of-use assets (note 10)
Buildings
Machinery and equipment
Bills receivable (note 4)
2018
$ 16,014,118 $
7,446,117
-
17,501,902
10,206,100
6,353,342
2019
4,021,255
-
7,194,195
17,683,961
7,196,810
-
$ 57,521,579 $ 36,096,221
As of December 31, 2019, the Company had unutilized committed banking facilities of $4.7 million.
During the years ended December 31, 2018 and 2019, interest of $2,270,593 and $2,293,440 were incurred on the Company’s bank borrowings,
respectively.
Other short-term loans:
Other short-term loans as of December 31, 2018 and 2019 consisted of the following:
Advance from related parties
– Tianjin BAK New Energy Research Institute Co., Ltd (“Tianjin New Energy”)
– Mr. Xiangqian Li, the Company’s Former CEO
– Mr. Yunfei Li
– Shareholders
Advances from unrelated third party
– Mr. Wenwu Yu
– Ms. Longqian Peng
– Mr. Shulin Yu
– Jilin Province Trust Co. Ltd
– Suzhou Zhengyuanwei Needle Ce Co., Ltd
Note
(a)
(b)
(c)(e)
(d)(e)
(f)
(f)
(g)
(h)
(i)
December 31,
2018
December 31,
2019
$ 11,095,070
100,000
116,307
2,035,381
13,346,758
146,813
654,230
-
-
-
801,043
$ 14,147,801
$
$
-
100,000
212,470
86,679
399,149
30,135
646,273
517,018
5,687,204
71,808
6,952,438
7,351,587
(a)
The Company received advances from Tianjin New Energy, a related company under the control of Mr. Xiangqian Li, the Company’s former
CEO, which was unsecured, non-interest bearing and repayable on demand. On November 1, 2016, Mr. Xiangqian Li ceased to be a
shareholder but remained as a general manager of Tianjin New Energy.
On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li (the Company’s CEO) entered into an agreement with CBAK Power and Tianjin
New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $3.4 million (RMB23,980,950) and
$1.7 million (RMB11,647,890) (collectively $5.1 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively.
On January 7, 2019, the Company entered into a cancellation agreement (note 1) with Mr. Dawei Li and Mr. Yunfei Li (the creditors). Pursuant
to the terms of the cancellation agreement, Mr. Dawei Li and Mr. Yunfei Li agreed to cancel the First Debt in exchange for 3,431,373 and
1,666,667 shares of common stock of the Company, respectively, at an exchange price of $1.02 per share. Upon receipt of the shares, the
creditors will release the Company from any claims, demands and other obligations relating to the First Debt.
On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia EVK”) entered into an agreement with
CBAK Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $0.3
million (RMB2,225,082), $0.1 million (RMB 912,204) and $5.2 million (RMB35,406,036) (collectively $5.7 million, the “Second Debt”) to
Mr. Jun Lang, Ms. Jing Shi and Asia EVK, respectively.
On April 26, 2019, the Company entered into a cancellation agreement (note 1) with Mr. Jun Lang, Ms. Jing Shi and Asia EVK (the creditors).
Pursuant to the terms of the cancellation agreement, the creditors agreed to cancel the Second Debt in exchange for 300,534, 123,208 and
4,782,163 shares of common stock of the Company, respectively, at an exchange price of $1.1 per share. Upon receipt of the shares, the
creditors will release the Company from any claims, demands and other obligations relating to the Second Debt.
F-26
(b) Advances from Mr. Xiangqian Li, the Company’s former CEO, was unsecured, non-interest bearing and repayable on demand.
(c) Advances from Mr. Yunfei Li, the Company’s CEO, was unsecured, non-interest bearing and repayable on demand.
(d)
The earnest money paid by certain shareholders in relation to share purchase (note 1) were unsecured, non-interest bearing and repayable on
demand.
In 2019, according to the investment agreements and agreed by the investors, the Company returned partial earnest money of $966,579
(approximately RMB6.7 million) to these investors.
On October 14, 2019, the Company entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr.
Ping Shen (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr.
Ping Shen agreed to cancel and convert the Fifth Debt (note 1) and the Unpaid Earnest Money in exchange for 528,053, 3,536,068, 2,267,798
and 2,267,798 shares of common stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of the shares, the
creditors will release the Company from any claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest Money.
As of December 31, 2019, earnest money of $86,679 remained outstanding.
(e) On June 28, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power to loans approximately $1.4 million
(RMB10,000,000) and $2.5 million (RMB18,000,000) respectively to CBAK Power for a term of six months (collectively $3.9 million, the
“Third Debt”). The loan was unsecured, non-interest bearing and repayable on demand. On July 26, 2019, the Company entered into a
cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement,
Mr. Dawei Li, Mr. Yunfei Li and Asia EVK agreed to cancel the Third Debt and Fourth Debt (note 1) in exchange for 1,384,717, 2,938,067
and 2,769,435 shares of common stock of the Company, respectively, at an exchange price of $1.05 per share. Upon receipt of the shares, the
creditors will release the Company from any claims, demands and other obligations relating to the Third Debt and Fourth Debt.
(f) Advances from unrelated third parties were unsecured, non-interest bearing and repayable on demand.
(g) On June 25, 2019, the Company entered into a loan agreement with Mr. Shulin Yu, an unrelated party, to loan RMB3.6 million (approximately
$0.5 million) for a term of one year, bearing annual interest of 10% and the repayment was guaranteed by Mr. Yunfei Li (the Company’s CEO)
and Mr. Wenwu Wang (the Company’s former CFO). As of December 31, 2019, the Company borrowed RMB3.6 million (approximately $0.5
million).
(h)
(i)
In January 2019, the Company obtained one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0
million (approximately $5.8 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities,
the Company borrowed a total of RMB39.6 million ($5.7 million) in 2019, bearing annual interest from 11.3% to 11.6%. Subsequent to
December 31, 2019, the Company fully repaid the loan principal and accrued interest.
In 2019, the Company entered into a short term loan agreement with Suzhou Zhengyuanwei Needle Ce Co., Ltd, an unrelated party to loan
RMB0.6 million (approximately $0.1 million), bearing annual interest rate of 12%. As of December 31, 2019, loan amount of RMB0.5 million
($71,808) remained outstanding.
F-27
During the years ended December 31, 2018 and 2019, interest of nil and $601,153 were incurred on the Company’s borrowings from unrelated
parties, respectively.
14. Accrued Expenses and Other Payables
Accrued expenses and other payables as of December 31, 2018 and 2019 consisted of the following:
Construction costs payable
Equipment purchase payable
Liquidated damages (note a)
Accrued staff costs
Compensation costs
Customer deposits
Other payables and accruals
$
December 31,
2018
5,950,746
6,510,571
1,210,119
2,362,466
110,657
192,113
1,864,679
$ 18,201,351
$
December 31,
2019
1,335,483
7,440,131
1,210,119
2,485,384
109,311
600,758
2,346,403
$ 15,527,589
(a) On August 15, 2006, the SEC declared effective a post-effective amendment that the Company had filed on August 4, 2006, terminating the
effectiveness of a resale registration statement on Form SB-2 that had been filed pursuant to a registration rights agreement with certain
shareholders to register the resale of shares held by those shareholders. The Company subsequently filed Form S-1 for these shareholders. On
December 8, 2006, the Company filed its Annual Report on Form 10-K for the year ended September 30, 2006 (the “2006 Form 10-K”). After
the filing of the 2006 Form 10-K, the Company’s previously filed registration statement on Form S-1 was no longer available for resale by the
selling shareholders whose shares were included in such Form S-1. Under the registration rights agreement, those selling shareholders became
eligible for liquidated damages from the Company relating to the above two events totaling approximately $1,051,000. As of December 31,
2018 and 2019, no liquidated damages relating to both events have been paid.
On November 9, 2007, the Company completed a private placement for the gross proceeds to the Company of $13,650,000 by selling 3,500,000
shares of common stock at the price of $3.90 per share. Roth Capital Partners, LLC acted as the Company’s exclusive financial advisor and
placement agent in connection with the private placement and received a cash fee of $819,000. The Company may have become liable for
liquidated damages to certain shareholders whose shares were included in a resale registration statement on Form S-3 that the Company filed
pursuant to a registration rights agreement that the Company entered into with such shareholders in November 2007. Under the registration
rights agreement, among other things, if a registration statement filed pursuant thereto was not declared effective by the SEC by the 100th
calendar day after the closing of the Company’s private placement on November 9, 2007, or the “Effectiveness Deadline”, then the Company
would be liable to pay partial liquidated damages to each such investor of (a) 1.5% of the aggregate purchase price paid by such investor for the
shares it purchased on the one month anniversary of the Effectiveness Deadline; (b) an additional 1.5% of the aggregate purchase price paid by
such investor every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until the earliest of the effectiveness of the
registration statement, the ten-month anniversary of the Effectiveness Deadline and the time that the Company is no longer required to keep
such resale registration statement effective because either such shareholders have sold all of their shares or such shareholders may sell their
shares pursuant to Rule 144 without volume limitations; and (c) 0.5% of the aggregate purchase price paid by such investor for the shares it
purchased in the Company’s November 2007 private placement on each of the following dates: the ten-month anniversary of the Effectiveness
Deadline and every thirtieth day thereafter (prorated for periods totaling less than thirty days), until the earlier of the effectiveness of the
registration statement and the time that the Company no longer is required to keep such resale registration statement effective because either
such shareholders have sold all of their shares or such shareholders may sell their shares pursuant to Rule 144 without volume limitations. Such
liquidated damages would bear interest at the rate of 1% per month (prorated for partial months) until paid in full.
On December 21, 2007, pursuant to the registration rights agreement, the Company filed a registration statement on Form S-3, which was
declared effective by the SEC on May 7, 2008. As a result, the Company estimated liquidated damages amounting to $561,174 for the
November 2007 registration rights agreement. As of December 31, 2018 and 2019, the Company had settled the liquidated damages with all the
investors and the remaining provision of approximately $159,000 was included in other payables and accruals.
F-28
15. Deferred Government Grants
Deferred government grants as of December 31, 2018 and 2019 consist of the following:
Total government grants
Less: Current portion
Non-current portion
$
December 31,
2018
4,457,064
(143,775)
4,313,289
$
$
December 31,
2019
4,260,833
(142,026)
4,118,807
$
In September 2013, the Management Committee of Dalian Economic Zone Management Committee (the “Management Committee”) provided a
subsidy of RMB150 million to finance the costs incurred in moving our facilities to Dalian, including the loss of sales while the new facilities were
being constructed. For the year ended September 30, 2015, the Company recognized $23,103,427 as income after offset of the related removal
expenditures of $1,004,027. No such income or offset was recognized in years ended December 31, 2018 and 2019.
On October 17, 2014, the Company received a subsidy of RMB46.2 million (approximately $6.7 million) pursuant to an agreement with the
Management Committee dated July 2, 2013 for costs of land use rights and to be used to construct the new manufacturing site in Dalian. Part of the
facilities had been completed and was operated in July 2015 and the Company has initiated amortization on a straight-line basis over the estimated
useful lives of the depreciable facilities constructed thereon.
The Company offset government grants of $149,200 and $143,172 for the years ended December 31, 2018 and 2019, respectively, against
depreciation expenses of the Dalian facilities.
16. Product Warranty Provisions
The Company maintains a policy of providing after sales support for certain of its new EV and LEV battery products introduced since October 1,
2015 by way of a warranty program. The limited cover covers a period of six to twenty four months for battery cells, a period of twelve to twenty
seven months for battery modules for light electric vehicles (LEV) such as electric bicycles, and a period of three years to eight years (or 120,000 or
200,000 km if reached sooner) for battery modules for electric vehicles (EV). The Company accrues an estimate of its exposure to warranty claims
based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty
liability at least annually and adjusts the amounts as necessary.
Warranty expense is recorded as a component of sales and marketing expenses. Accrued warranty activity consisted of the following:
Balance at beginning of year
Warranty costs incurred
Provision for the year
Foreign exchange adjustment
Balance at end of year
F-29
$
December 31,
2018
2,279,831
(47,180)
145,804
(127,840)
2,250,615
$
$
December 31,
2019
2,250,615
(85,397)
109,248
(27,533)
2,246,933
$
17. Notes payable
Notes payable as of December 31, 2018 and December 31, 2019 consist of the following:
Notes payable, net of debt discount
December 31,
2018
$
-
December 31,
2019
2,846,736
$
On July 24, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the
Company issued a promissory note (the “Note I”) to the Lender. The Note has an original principal amount of $1,395,000, bears interest at a rate of
10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received
proceeds of $1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000. Beginning on the date that is six
months after July 24, 2019, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note
up to $250,000.00 per calendar month by providing written notice to Borrower.
The Company recorded the $125,000 as debt discount and is being amortized as interest expense over 12 months period. The Company did not assign
any value to the redemption feature of the Note because the redemption of the Note has no value on the redemption portion as of December 31, 2019.
On December 30, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the
Company issued a promissory note (the “Note II”) to the Lender. The Note has an original principal amount of $1,670,000, bears interest at a rate of
10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received
proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000. Beginning on the date that is six
months after June 30, 2020, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note
up to $250,000.00 per calendar month by providing written notice to Borrower.
The Company recorded the $125,000 as debt discount and is being amortized as interest expense over 12 months period. The Company did not assign
any value to the redemption feature of the Note because the redemption of the Note has no value on the redemption portion as of December 31, 2019.
The Company recorded $55,903 and $62,387 to interest expense from the amortization of debt discount and coupon interest for Note I, respectively,
for the year ended December 31, 2019.
The Company recorded $833 and $597 to interest expense from the amortization of debt discount and coupon interest for Note II, respectively, for
the year ended December 31, 2019.
18. Income Taxes, Deferred Tax Assets and Deferred Tax Liabilities
(a) Income taxes in the consolidated statements of comprehensive loss(income)
The Company’s provision for income taxes expenses (credit) consisted of:
PRC income tax
Current
Deferred
United States Tax
December 31,
2018
December 31,
2019
$
$
-
-
-
$
$
-
-
-
CBAK is a Nevada corporation that is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning
after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. The U.S. Tax Reform signed into law
on December 22, 2017 significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate
income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions;
migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign
earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign
subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a
single lump sum.
F-30
The U.S. Tax Reform also includes provisions for a new tax on GILTI effective for tax years of foreign corporations beginning after December 31,
2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations
(“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some
limitations.
To the extent that portions of CBAK’s U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the
U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. If dividends that
CBAK receives from its subsidiaries are determined to be from sources outside of the U.S., subject to certain limitations, CBAK will generally not be
required to pay U.S. corporate income tax on those dividends. Any liabilities for U.S. corporate income tax will be accrued in the Company’s
consolidated statements of comprehensive loss and estimated tax payments will be made when required by U.S. law.
No provision for income taxes in the United States has been made as CBAK had no taxable income for the years ended December 31, 2018 and
2019.
Hong Kong Tax
BAK Asia is subject to Hong Kong profits tax rate of 16.5% and did not have any assessable profits arising in or derived from Hong Kong for the
years ended December 31, 2018 and 2019 and accordingly no provision for Hong Kong profits tax was made in these periods.
PRC Tax
The CIT Law in China applies an income tax rate of 25% to all enterprises but grants preferential tax treatment to High-New Technology Enterprises.
CBAK Power was regarded as a “High-new technology enterprise” pursuant to a certificate jointly issued by the relevant Dalian Government
authorities. The certificate was valid for three years commencing from year 2018. Under the preferential tax treatment, CBAK Power was entitled to
enjoy a tax rate of 15% for the years from 2018 to 2020 provided that the qualifying conditions as a High-new technology enterprise were met.
A reconciliation of the provision for income taxes determined at the statutory income tax rate to the Company’s income taxes is as follows:
Loss before income taxes
United States federal corporate income tax rate
Income tax credit computed at United States statutory corporate income tax rate
Reconciling items:
Over provision of deferred taxation in prior year
Rate differential for PRC earnings
Non-deductible expenses
Share based payments
Recognition of tax losses previously not recognized
Valuation allowance on deferred tax assets
Income tax expenses
(b) Deferred tax assets and deferred tax liabilities
F-31
Year ended
December 31,
2018
(1,957,482)
21%
(411,071)
$
Year ended
December 31,
2019
$ (10,853,435)
21%
(2,279,221)
(44,325)
131,888
46,448
(132,104)
409,164
-
$
(372,518)
161,576
161,724
(92,668)
2,421,107
-
$
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2018 and
2019 are presented below:
Deferred tax assets
Trade accounts receivable
Inventories
Property, plant and equipment
Provision for product warranty
Net operating loss carried forward
Valuation allowance
Deferred tax assets, non-current
Deferred tax liabilities, non-current
December 31,
2018
December 31,
2019
$
$
$
1,031,389
1,715,161
618,416
562,654
26,595,654
(30,523,274)
-
-
$
$
$
1,225,916
1,026,483
768,975
561,733
29,361,274
(32,944,381)
-
-
As of December 31, 2019, the Company’s U.S. entity had net operating loss carry forwards of $103,580,741, of which $102,293 available to reduce
future taxable income which will expire in various years through 2035 and $103,478,448 available to offset capital gains recognized in the
succeeding 5 tax years. As of December 31, 2019, the Company’s PRC subsidiaries had net operating loss carry forwards of $30,437,270, which will
expire in various years through 2029. Management believes it is more likely than not that the Company will not realize these potential tax benefits as
these operations will not generate any operating profits in the foreseeable future. As a result, a valuation allowance was provided against the full
amount of the potential tax benefits.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to
computational errors made by the taxpayer or its withholding agent. The statute of limitations extends to five years under special circumstances,
which are not clearly defined. In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the
case of tax evasion.
19. Share-based Compensation
Restricted Shares
Restricted shares granted on June 30, 2015
On June 12, 2015, the Board of Director approved the CBAK Energy Technology, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) for Employees,
Directors and Consultants of the Company and its Affiliates. The maximum aggregate number of Shares that may be issued under the Plan is ten
million (10,000,000) Shares.
On June 30, 2015, pursuant to the 2015 Plan, the Compensation Committee of the Company’s Board of Directors granted an aggregate of 690,000
restricted shares of the Company’s common stock, par value $0.001, to certain employees, officers and directors of the Company with a fair value of
$3.24 per share on June 30, 2015. In accordance with the vesting schedule of the grant, the restricted shares will vest in twelve equal quarterly
installments on the last day of each fiscal quarter beginning on June 30, 2015 (i.e. last vesting period: quarter ended March 31, 2018). The Company
recognizes the share-based compensation expenses on a graded-vesting method.
The Company recorded non-cash share-based compensation expense of $17,160 for the year ended December 31, 2018, in respect of the restricted
shares granted on June 30, 2015, of which $14,051, $1,990 and $1,119 were allocated to general and administrative expenses, research and
development expenses and sales and marketing expenses, respectively.
The Company recorded non-cash share-based compensation expense of nil for the year ended December 31, 2019, in respect of the restricted shares
granted on June 30, 2015.
As of December 31, 2019, there was no unrecognized stock-based compensation associated with the above restricted shares. As of December 31,
2019, 1,667 vested shares were to be issued.
F-32
Restricted shares granted on April 19, 2016
On April 19, 2016, pursuant to the Company’s 2015 Equity Incentive Plan, the Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) granted an aggregate of 500,000 restricted shares of the Company’s common stock, par value $0.001 (the
“Restricted Shares”), to certain employees, officers and directors of the Company, of which 220,000 restricted shares were granted to the Company’s
executive officers and directors. There are three types of vesting schedules. First, if the number of restricted shares granted is below 3,000, the shares
will vest annually in 2 equal installments over a two year period with the first vesting on June 30, 2017. Second, if the number of restricted shares
granted is larger than or equal to 3,000 and is below 10,000, the shares will vest annually in 3 equal installments over a three year period with the
first vesting on June 30, 2017. Third, if the number of restricted shares granted is above or equal to 10,000, the shares will vest semi-annually in 6
equal installments over a three year period with the first vesting on December 31, 2016. The fair value of these restricted shares was $2.68 per share
on April 19, 2016. The Company recognizes the share-based compensation expenses over the vesting period (or the requisite service period) on a
graded-vesting method.
The Company recorded non-cash share-based compensation expense of $204,020 for the year ended December 31, 2018, in respect of the restricted
shares granted on April 19, 2016 of which $154,647, $26,523, $12,649 and $10,201 were allocated to general and administrative expenses, research
and development expenses, sales and marketing expenses and cost of revenues, respectively.
The Company recorded non-cash share-based compensation expense of $36,641 for the year ended December 31,2019, in respect of the restricted
shares granted on April 19, 2016 of which $27,774, $4,763, $2,272 and $1,832 were allocated to general and administrative expenses, research and
development expenses, sales and marketing expenses and cost of revenues, respectively.
As of December 31, 2019, non-vested restricted shares granted on April 19, 2016 are as follows:
Non-vested shares as of January 1, 2019
Granted
Vested
Non-vested shares as of December 31, 2019
84,830
-
(84,830)
-
As of December 31, 2019, there was no unrecognized stock-based compensation associated with the above restricted shares and 4,167 shares were to
be issued.
Restricted shares granted on August 23, 2019
On August 23, 2019, pursuant to the Company’s 2015 Equity Incentive Plan, the Compensation Committee granted an aggregate of 1,887,000
restricted share units of the Company’s common stock to certain employees, officers and directors of the Company, of which 710,000 restricted share
units were granted to the Company’s executive officers and directors. There are two types of vesting schedules, (i) the share units will vest semi-
annually in 6 equal installments over a three year period with the first vesting on September 30, 2019; (ii) the share units will vest annual in 3 equal
installments over a three year period with the first vesting on March 31, 2021. The fair value of these restricted shares was $0.9 per share on August
23, 2019. The Company recognizes the share-based compensation expenses over the vesting period (or the requisite service period) on a graded-
vesting method.
The Company recorded non-cash share-based compensation expense of $733,472 for the year ended December 31, 2019, in respect of the restricted
shares granted on August 23, 2019 of which $567,081, $21,822 and $144,569 were allocated to general and administrative expenses, sales and
marketing expenses and research and development expenses.
As of December 31, 2019, non-vested restricted share units granted on August 23, 2019 are as follows:
Non-vested share units as of August 23, 2019
Granted
Vested
Forfeited
Non-vested share units as of December 31, 2019
1,887,000
(307,000)
(74,167)
1,505,833
As of December 31, 2019, there was unrecognized stock-based compensation $964,828 associated with the above restricted share units. As of
December 31, 2019, no vested shares were to be issued.
F-33
As the Company itself is an investment holding company which is not expected to generate operating profits to realize the tax benefits arising from
its net operating loss carried forward, no income tax benefits were recognized for such stock-based compensation cost under the stock option plan for
the years ended December 31, 2018 and 2019.
20. Loss Per Share
The following is the calculation of loss per share:
Net loss
Less: Net loss attributable to non-controlling interests
Net loss attributable to shareholders of CBAK Energy Technology, Inc.
Weighted average shares used in basic and diluted computation
Loss per share - basic and diluted
Year ended
December 31,
2019
Year ended
December 31,
2018
(1,957,482) $ (10,853,435)
85,912
(10,767,523)
14,305
(1,943,177)
$
26,596,263
38,965,564
$
(0.07) $
(0.28)
Note:
Including 57,832 and 5,834 vested restricted shares granted pursuant to the 2015 Plan that were not yet issued as of December 31, 2018
and 2019, respectively.
For the years ended December 31, 2018 and 2019, 84,830 and 1,505,833 unvested restricted shares, respectively, were anti-dilutive and excluded
from shares used in the diluted computation.
21. Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and
unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their
carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their
expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation
hierarchy are defined as follows:
●
●
●
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, trade accounts and bills receivable, other receivables,
balances with former subsidiaries, notes payable, other short-term loans, short-term and long-term bank loans and other payables approximate their
fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.
F-34
22. Commitments and Contingencies
(i) Capital Commitments
As of December 31, 2018 and 2019, the Company had the following contracted capital commitments:
For construction of buildings
For purchases of equipment
Capital injection to CBAK Trading , CBAK Power and CBAK Energy (Note 1)
(ii) Litigation
December 31,
2018
December 31,
2019
$
$
3,439,794
2,226,776
20,400,000
26,066,570
$
$
3,397,961
-
83,900,000
87,297,961
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm the
Company business. Other than the legal proceeding set forth below, the Company is currently not aware of any such legal proceedings or claims that
the Company believe will have an adverse effect on their business, financial condition or operating results.
On July 7, 2016, Shenzhen Huijie Purification System Engineering Co., Ltd (“Shenzhen Huijie”), one of the Company’s contractors, filed a lawsuit
against CBAK Power in the Peoples’ Court of Zhuanghe City, Dalian, for the failure to pay pursuant to the terms of the contract and entrusted part of
the project of the contract to a third party without their prior consent. The plaintiff sought a total amount of $1,210,799 (RMB 8,430,792), including
construction costs of $0.9 million (RMB6.1 million, which the Company already accrued for at June 30, 2016), interest of $30,689 (RMB0.2 million)
and compensation of $0.3 million (RMB1.9 million). On September 7, 2016, upon the request of Shenzhen Huijie for property preservation, the
Court of Zhuanghe froze CBAK Power’s bank deposits totaling $1,210,799 (RMB 8,430,792) for a period of one year. On September 1, 2017, upon
the request of Shenzhen Huijie, the Court froze the bank deposits for another one year until August 31, 2018. The Court further froze the bank
deposits for another year until August 27, 2019 upon the request of Shenzhen Huijie on August 27, 2018. Upon the request from Shenzhen Huijie, the
Court again froze the bank deposits for another year until August 27, 2020.
On June 30, 2017, according to the trial of first instance, the Court of Zhuanghe ruled that CBAK Power should pay the remaining contract amount of
RMB6,135,860 (approximately $0.9 million) claimed by Shenzhen Huijie as well as other expenses incurred including deferred interest, discounted
charge on bills payable, litigation fee and property preservation fee totaled $0.1 million, the Company has accrued for these amounts as of December
31, 2017. On July 24, 2017, CBAK Power filed an appellate petition to the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” to defend the
adjudication dated on June 30, 2017. On November 17, 2017, the Court of Dalian rescinded the original judgement and remanded the case to the
Court of Zhuanghe for retrial. The Court of Zhuanghe did a retrial and requested an appraisal to be performed by a third-party appraisal institution on
the construction cost incurred and completed by Shenzhen Huijie on the subject project. On November 8, 2018, the Company received from the
Court of Zhuanghe the construction-cost-appraisal report which determined that the construction cost incurred and completed by Shenzhen Huijie for
the subject project to be $1,311,197 (RMB9,129,868). On May 20, 2019, the Court of Zhuanghe entered a judgment that Shenzhen Huijie should pay
back to CBAK Power $254,824 (RMB 1,774,337) (the amount CBAK Power paid in excess of the construction cost appraised by the appraisal
institution) and the interest incurred since April 2, 2019. Shenzhen Huijie filed an appellate petition to the Court of Dalian. As of December 31, 2019,
the Company has already paid RMB 10,962,140 (approximately $1,574,342) and accrued RMB6.1 million (approximately $0.9 million ) for the
construction cost incurred and completed by Shenzhen Huijie.
In late February 2018, CBAK Power received a notice from Court of Zhuanghe that Shenzhen Huijie filed another lawsuit against CBAK Power for
breaches under the terms of a fire-control contract. The plaintiff sought a total amount of RMB244,942 ($35,178), including construction costs of
RMB238,735 ($34,286) and interest of RMB6,207 ($891), the Company has accrued for these amounts as of December 31, 2019. The Court of
Zhuanghe requested an appraisal to be performed by a third-party appraisal institution on the uncompleted construction cost on the subject project,
which should be deducted from the total construction cost of the contract. Based on the appraisal report from the appraisal institution, the
uncompleted cost was RMB 170,032 ($24,419). On October 16, 2018, the Court of Zhuanghe determined that CBAK Power should pay RMB77,042
($11,200) to Shenzhen Huijie after deducting the uncompleted cost, as well as other expenses incurred including deferred interest and litigation fee.
On January 29, 2019, the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” dismissed the appeal by Shenzhen Huijie and affirmed the
original judgement.
F-35
In May 2017, CBAK Power filed a lawsuit in the Court of Zhuanghe against Pingxiang Anyuan Tourism Bus Manufacturing Co., Ltd., (“Anyuan
Bus”) one of CBAK Power’s customers, for failure to pay pursuant to the terms of the sales contract. CBAK Power sought a total amount of
RMB18,279,858 ($2,625,285), including goods amount of RMB17,428,000 ($2,502,944) and interest of RMB851,858 ($122,341). On December 19,
2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,502,944) and the interest until the
goods amount was paid off, and a litigation fee of RMB131,480 ($18,883). Anyuan Bus did not appeal and as a result, the judgment is currently in
the enforcement phase. On June 29, 2018, the Company filed an application with the Court of Zhuanghe for enforcement of the judgement against all
of Anyuan Bus’ shareholders, including Jiangxi Zhixin Automobile Co., Ltd, Anyuan Bus Manufacturing Co., Ltd, Anyuan Coal Group Co., Ltd,
Qian Ronghua, Qian Bo and Li Junfu. On October 22, 2018, the Court of Zhuanghe issued a judgment supporting the Company’s petition that all the
Anyuan Bus’ shareholders should be liable to pay the Company the debt as confirmed under the trial. On November 9, 2018, all the shareholders
appealed against the judgment after receiving the notice from the Court. On March 29, 2019, the Company received judgment from the Court of
Zhuanghe that all these six shareholders cannot be added as judgment debtors. On April 11, 2019, the Company have filed appellate petition to the
Intermediate Peoples’ Court of Dalian challenging the judgment from the Court of Zhuanghe. On October 9, 2019, the Intermediate Peoples’ Court of
Dalian dismissed the appeal by the Company and affirmed the original judgment.
As of December 31, 2018 and 2019, the Company had made a full provision against the receivable from Anyuan Bus of RMB17,428,000
($2,502,944).
On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology
Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16
million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of December
31, 2019, the Company have accrued the equipment cost of $0.14 million (RMB976,000).
On August 9, 2019, upon the request of Shenzhen Xinjiatuo Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze
CBAK Power’s bank deposits totaling $0.16 million (RMB1,117,269), including equipment cost $0.14 million (RMB976,000), interest $0.02 million
(RMB136,269) and litigation fees of $718 (RMB5,000) for a period of one year to August 2020. The Company believes that the plaintiff’s claims are
without merit and are vigorously defending themselves in this proceeding.
On August 7, 2019, CBAK Power filed counter claim arbitration against Shenzhen Xinjiatuo Automobile Technology Co., Ltd for return of the
prepayment due to the unqualified equipment, and sought a total amount of $0.29 million (RMB 1,986,400), including return of prepayment of $0.2
million (RMB 1,440,000), liquidated damages of $68,936 (RMB480,000) and litigation fees of $9,542 (RMB66,440).
In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou
Security”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total
amount of $20,065 (RMB139,713), including services expenses amount of $19,949 (RMB138,908) and interest of $116 (RMB805). Upon the request
of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB 150,000) for a
period of one year. As of December 31, 2019, nil was frozen by bank and the Company had accrued the service cost of $20,065 (RMB139,713).
In December, 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd.
(“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian
Construction sought a total amount of $99,251 (RMB691,086) and interest $1,884 (RMB12,934). As of December 31, 2019, the Company has
accrued the construction cost of $99,251 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe
ordered to freeze CBAK Power’s bank deposits totaling $101,109 (RMB704,020) for a period of one year to December 2020. As of December 31,
2019, $94,965 (RMB661,240) was frozen by bank.
In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan
Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a
total amount of $0.6 million (RMB 4,434,209), which have already been accrued for as of December 31, 2019. Upon the request of Dongguan
Shanshan for property preservation, the Court of Zhuanghe ordered freeze CBAK Power’s bank deposits totaling $0.6 million (RMB4,434,209) for a
period of one year to December 17, 2020. As of December 31, 2019, $33,504 (RMB233,295) was frozen by bank.
F-36
On March 20, 2020, CBAK Power received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing
Co., Ltd (“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan
Shanshan sought a total amount of $0.3 million (RMB 2,029,594), including materials purchase cost of $0.3 million (RMB 1,932,947), and interest
of $13,880 (RMB 96,647). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi ordered to freeze CBAK Power’s
bank deposits totaling $ 0.3 million (RMB 2,029,594) for a period of one year to March 3, 2020. As of December 31, 2019, the Company has accrued
materials purchase cost of $0.3 million (RMB1,932,947).
In early September, 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration Commission
against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $89,295 (RMB 638,359) and
compensation of $75,956 (RMB 543,000), totaling $0.17 million (RMB 1,181,359). In addition, upon the request of the employees for property
preservation, bank deposit of $0.17 million (RMB 1,181,359) was frozen by the court of Suzhou for a period of one year. On September 5, 2019,
CBAK Suzhou and the employees reached an agreement that CBAK Suzhou will pay these salaries and compensation. As of December 31, 2019, $6
(RMB43) was frozen by bank. Subsequent to December 31, 2019, the Company fully repaid the salaries and compensation.
23. Concentrations and Credit Risk
(a) Concentrations
The Company had the following customers that individually comprised 10% or more of net revenue for the years ended December 31, 2018 and 2019
as follows:
Customer A
Customer B
Customer D
Zhengzhou BAK Battery Co., Ltd (a)
* Comprised less than 10% of net revenue for the respective period.
Year ended
December 31,
2018
Year ended
December 31,
2019
$
6,330,608
3,807,854
*
*
25.91% $
15.58%
*
*
7,222,245
*
3,308,638
3,961,050
32.54%
*
14.91%
17.85%
The Company had the following customers that individually comprised 10% or more of net accounts receivable as of December 31, 2018 and 2019 as
follows:
Customer A
Customer B
Customer C
Customer D
Customer E
Customer F
December 31,
2018
December 31,
2019
$
1,769,416
4,283,023
2,293,257
*
*
*
11.49% $
27.82%
14.89%
*
*
*
1,725,293
*
*
1,713,628
902,309
830,821
21.93%
*
*
21.78%
11.47%
10.56%
The Company had the following suppliers that individually comprised 10% or more of net purchase for the years ended December 31, 2018 and 2019
as follows:
Supplier A
Supplier B
Zhengzhou BAK New Energy Vehicle Co., Ltd (b)
* Comprised less than 10% of net purchase for the respective period.
F-37
Year ended
December 31,
2018
$
3,719,739
*
*
16.73% $
*
*
Year ended
December 31,
2019
*
2,920,966
3,812,819
*
21.40%
27.93%
The Company had the following suppliers that individually comprised 10% or more of accounts payable as of December 31, 2018 and 2019 as
follows:
Supplier C
Supplier D
December 31,
2018
2,962,247
*
12.80%
*
December 31,
2019
*
1,126,582
*
10.10%
For the years ended December 31, 2018 and 2019, the Company recorded the following transactions:
Purchase of inventories from
BAK Tianjin
BAK Shenzhen(b)
Zhengzhou BAK Battery Co., Ltd (a)
Zhengzhou BAK New Energy Vehicle Co., Ltd (b)
Net sales of finished goods to
BAK Tianjin
BAK Shenzhen
Zhengzhou BAK Battery Co., Ltd (a)
December 31,
2018
December 31,
2019
$
$
716,997
107,280
2,032,756
-
-
63,950
-
3,812,819
36,766
-
-
-
526,719
3,961,050
Proceeds on disposal of patented proprietary technology offset against amount due to BAK Shenzhen (Note 7) (c)
12,845,795
-
(a) Mr. Xiangqian Li, the former CEO, is a director of this company. As of December 31, 2018 and December 31, 2019, payable to Zhengzhou
BAK Battery Co., Ltd were $2,291,261 and nil, respectively, was included in trade accounts and bills payable.
(b) Mr. Xiangqian Li, our former CEO, is a director of this company.
(b) Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents
and pledged deposits. As of December 31, 2018 and 2019, substantially all of the Company’s cash and cash equivalents were held by major financial
institutions located in the PRC, which management believes are of high credit quality.
For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains
reserves for potential credit losses.
F-38
24. Segment Information
The Company used to engage in one business segment, the manufacture, commercialization and distribution of a wide variety of standard and
customized lithium ion rechargeable batteries for use in a wide array of applications. The Company manufactured five types of Li-ion rechargeable
batteries: aluminum-case cell, battery pack, cylindrical cell, lithium polymer cell and high-power lithium battery cell. The Company’s products are
sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices.
After the disposal of BAK International, the Company focused on producing high-power lithium battery cells. Net revenues from continuing
operations for the years ended December 31, 2018 and 2019 were as follows:
Net revenues by product:
High power lithium batteries used in:
Electric vehicles
Light electric vehicles
Uninterruptable supplies
Total
Net revenues by geographic area:
Mainland China
Europe
PRC Taiwan
Israel
USA
Others
Total
Year ended
December 31,
2018
Year ended
December 31,
2019
$
8,169,195
64,140
16,199,969
$ 24,433,304
$
4,509,055
16,147
17,669,146
$ 22,194,348
Year ended
December 31,
2018
$ 21,292,111
99,996
103,256
990,953
1,833,837
113,151
$ 24,433,304
Year ended
December 31,
2019
21,632,637
-
442
118,906
285,556
156,807
$ 22,194,348
Substantially all of the Company’s long-lived assets are located in the PRC.
25. CBAK Energy Technology, Inc. (Parent Company)
Under PRC regulations, subsidiaries in PRC (“the PRC subsidiaries”) may pay dividends only out of their accumulated profits, if any, determined in
accordance with PRC GAAP. In addition, the PRC subsidiaries are required to set aside at least 10% of their after tax net profits each year, if any, to
fund the statutory general reserve until the balance of the reserves reaches 50% of their registered capital. The statutory general reserves are not
distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses, if any, and may be converted
into share capital by the issue of new shares to shareholders in proportion to their existing shareholdings, or by increasing the par value of the shares
currently held by them, provided that the reserve balance after such issue is not less than 25% of the registered capital. As of December 31, 2018 and
2019, additional transfers of $24,019,489 and $31,269,489 were required for CBAK Power and CBAK Trading before the statutory general reserve
reached 50% of the registered capital of the PRC subsidiaries. As of December 31, 2018 and 2019, there was $1,230,511 appropriation from retained
earnings and set aside for statutory general reserves by the PRC subsidiaries. CBAK Trading, CBAK Energy and CBAK Suzhou did not have after
tax net profits since its incorporation and therefore no appropriation was made to fund its statutory general reserve as of December 31, 2018 and
2019. CBAK Power had after tax loss of $392,959 and $6,406,251 for the years ended December 31, 2018 and 2019, respectively.
Schedule I of Article 504 of Regulation SX requires the condensed financial information of the registrant (Parent Company) to be filed when the
restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
For purposes of this test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets
of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent
company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign
government, etc.).
F-39
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CBAK ENERGY TECHNOLOGY, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
For the years ended December 31, 2018 and 2019
(Unaudited)
REVENUE, net
OPERATING EXPENSES:
Salaries and consulting expenses
General and administrative
Total operating expenses
LOSS FROM OPERATIONS
Finance expenses
LOSS ATTRIBUTABLE TO PARENT COMPANY
EQUITY IN LOSS OF SUBSIDIARIES
Year ended
December 31,
2018
Year ended
December 31,
2019
$
$
-
-
-
451,036
398,101
978,942
439,974
(849,137)
(1,418,916)
(849,137)
(1,418,916)
-
(120,051)
(849,137)
(1,538,967)
(1,094,040)
(9,228,556)
NET LOSS ATTRIBUTABLE TO SHAREHOLDERS
$
(1,943,177) $ (10,767,523)
CBAK ENERGY TECHNOLOGY, INC.
PARENT COMPANY BALANCE SHEETS
As of December 31, 2018 and 2019
(Unaudited)
ASSETS
Interests in subsidiaries
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable
Accrued expenses and other payables
Total current liabilities
SHAREHOLDERS’ EQUITY
Total liabilities and shareholders’ equity
F-40
December 31,
2018
December 31,
2019
$
$
$
$
1,957,493
1,957,493
$ 18,183,266
$ 18,183,266
-
1,642,171
1,642,171
$
2,846,736
1,731,251
4,577,987
315,322
1,957,493
13,605,279
$ 18,183,266
CBAK ENERGY TECHNOLOGY, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2018 and 2019
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss of subsidiaries
Share based compensation
Change in operating assets and liabilities
Accrued expenses and other payable
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in interest in subsidiaries
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of promissory notes
Net cash provided by financing activities
CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year
Year ended
December 31,
2018
Year ended
December 31,
2019
$
(1,943,177) $ (10,767,523)
1,094,040
221,180
9,228,556
770,113
93,962
(533,995)
89,080
(679,774)
533,995
533,995
(2,070,226)
(2,070,226)
-
-
-
-
-
$
2,750,000
2,750,000
-
-
-
CASH AND CASH EQUIVALENTS, end of year
$
The condensed parent company financial statements have been prepared using the equity method to account for its subsidiaries. Refer to the
consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.
26. Subsequent events
Coronavirus (COVID-19)
An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread within the PRC and globally. The coronavirus is
considered to be highly contagious and poses a serious public health threat. Any outbreak of health epidemics or other outbreaks of diseases in the
PRC or elsewhere in the world may materially and adversely affect the global economy, the markets and the Company business. In the first quarter of
2020, the COVID-19 outbreak has caused disruptions in the Company manufacturing operations and temporary closure of its offices. The disruption
in the procurement, manufacturing and assembly process within the Company’s production facilities has resulted in delays in the shipment of its
products to customers, increased costs and reduced revenue. As of the date of this annual report, the Company has fully resumed operations.
As the coronavirus epidemic expands globally, the world economy is suffering a noticeable slowdown. The duration and intensity of disruptions
resulting from the coronavirus outbreak is uncertain. It is unclear as to when the outbreak will be contained, and the Company also cannot predict if
the impact will be short-lived or long-lasting. Because of the significant uncertainties surrounding the COVID-19 pandemic, the extent of the
business interruption and the related financial impact cannot be reasonably estimated at this time.
F-41
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision
of our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2019. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our
Chief Executive Officer and our Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing
and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in
evaluating and implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and our Interim
Chief Financial Officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded
that our disclosure controls and procedures were ineffective as of December 31, 2019.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over
financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and our Interim Chief Financial
Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and
procedures that:
● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and
directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
46
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment,
management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and
(v) monitoring.
Based on this evaluation, our Chief Executive Officer and our Interim Chief Financial Officer concluded that the Company’s internal control over
financial reporting as of December 31, 2019 were not effective because of the following material weaknesses in our internal control over financial
reporting has been identified:
– We did not have appropriate policies and procedures in place to evaluate the proper accounting and disclosures of key documents and
agreements.
– We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in
the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements.
In order to cure the foregoing material weakness, we have taken or are taking the following remediation measures:
– We are in the process of hiring a permanent chief financial officer with significant U.S. GAAP and SEC reporting experience. Ms. Xiangyu
Pei was appointed by the Board of Directors of the Company as the Interim Chief Financial Officer on August 23, 2019.
– We plan to make necessary changes by providing trainings to our financial team and our other relevant personnel on the U.S. GAAP
accounting guidelines applicable to our financial reporting requirements.
We intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will
be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and
react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting
system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the
material weakness that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should
we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as
needed.
Changes in internal control over financial reporting
Except for the matters described above, there were no changes in our internal controls over financial reporting during the fourth quarter of our fiscal
year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION.
We have no information to disclose that was required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2019, but was
not reported.
47
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following sets forth the name and position of each of our current executive officers and directors.
PART III
NAME
Yunfei Li
J. Simon Xue
Martha C. Agee
Jianjun He
Guosheng Wang
Xiangyu Pei
AGE
53
65
64
47
47
30
POSITION
Chairman of the Board and Chief Executive Officer
Director
Director
Director
Director
Interim Chief Financial Officer
Yunfei Li has served as the chairman of our board, our president and chief executive officer since March 1, 2016. Mr. Li has more than 20 years
management experience in industries of real estate development, battery and new energy. Since May 2014, he has been Vice President of the
Company’s subsidiary, CBAK Power in charge of the company’s construction of manufacturing facilities, government relationship and development
of new customers. From May 2010 to May 2014, Mr. Li held management positions of various new energy development and real estate development
companies in China. Prior to that, he was Director of Construction Department, Director of Comprehensive Management Department and Assistant
to President of Shenzhen BAK Battery Co., Ltd., a former subsidiary of the Company, from March 2003 to May 2010. Mr. Li holds a bachelor’s
degree in Civil Engineering from Liao Yuan Vocational Technical College.
J. Simon Xue has served as our director since February 1, 2016. Dr. Xue has approximately 40 years’ experience in nuclear chemistry, solid state
chemistry, superconductivity and materials for Lithium ion batteries. Within his research career, he has spent 21 years in the research and
development of Lithium ion battery. Dr. Xue is currently the Senior Director of National Institute for Low-&-Clean Energy in China and a member
of National “Thousand Talent” Plan and a member of Expert Committee for “Chinese Industrial Association of Power Sources.” Prior to that, Dr.
Xue was a director of Altair Nanotechnologies Inc., a Delaware company, between August 2011 and April 2012. From 2010 to 2011, he served as the
chief executive officer of Yintong Energy Co., Ltd., a subsidiary of Canon Investment Holdings Ltd. Dr. Xue has also held positions at Ultralife,
Duracell, B&K Electronics Co., Ltd., Valence Energy-Tech (Suzhou) Co., A123 Systems Inc. and International Battery Inc. He enjoys an extensive
reputation in the whole product chain of lithium ion battery in China, including materials, equipment, cell manufacturing and testing. He has authored
or co-authored over 50 scientific articles, 12 patents relevant to battery chemistry and materials and participated, presented and hosted more than 30
battery or material related international conferences. Dr. Xue completed his Ph.D. program in Solid State Chemistry in McMaster University in 1992.
Martha C. Agee has served as our director since November 15, 2012. Since 1997, Ms. Agee has been a senior lecturer of business law at Hankamer
School of Business of Baylor University where she teaches courses in the Legal Environment of Business, International Business Law, and
Healthcare Law & Ethics for graduate and undergraduate students. Prior to that, Ms. Agee practiced law from 1988 to 1996. Ms. Agee obtained her
bachelor’s degree in Accounting in 1976 and Juris Doctorate degree in 1988 from Baylor University.
Jianjun He has served as our director since November 4, 2013. Mr. He has more than 15 years’ experience in accounting and finance and is an
associate member of the Chinese Institute of Certificate Public Accounts. Mr. He has been the Managing Director of Jilin CybernautLvke Investment
and Management Co., Ltd., an investment consulting firm in China, since January 1, 2013. From June 30, 2009 to December 31, 2012, Mr. He served
as the Chief Financial Officer of THT Heat Transfer Technology, Inc. (Nasdaq: THTI) (“THT Heat”), a provider of heat exchangers and heat
exchange solutions in China. Mr. He was the Chief Financial Officer of Siping City JuyuanHanyang Plate Heat Exchanger Co. Ltd, a wholly owned
subsidiary of THT Heat from 2007 to December 2012. From 1999 to 2007, Mr. He worked as senior financial officer in Jilin Grain Group, a state-
owned enterprise engaged in the grain processing and trading business. Mr. He graduated from Changchun Taxation College in 1995 with a
Bachelor’s degree in Auditing and obtained a Master’s degree from Jilin University in 2005.
48
Guosheng Wang has served as our director since August 1, 2014. Since June 2014, Mr. Wang has been in charge of the construction of facilities of
the Company’s subsidiary, CBAK Power and the relocation of assets and equipment of BAK International (Tianjin) Limited (“BAK Tianjin”) to
CBAK Power. Prior to that, Mr. Wang served as vice president of operations of BAK Tianjin since May 2013, where he was managing the Quality
Department, Purchase Department, Equipment Department and HR Department. From May 2010 to May 2013, Mr. Wang served as manager of
Equipment Department of BAK Tianjin. From March 2008 to May 2010, he served as Director of No. 1 Manufacture Department of BAK Tianjin.
Mr. Wang began his career working as an engineer at Harbin Railway Transportation Equipment Co., Ltd in 1994. Mr. Wang obtained his bachelor’s
degree in mechanical manufacturing engineering and equipment from Lanzhou Jiaotong University in July 1994.
Xiangyu Pei has served as our Interim Chief Financial Officer since August 23, 2019. Prior to that, Ms. Pei has been the secretary of the Company
since 2017. She has also served as the financial controller of the Company’s subsidiary, CBAK Power since 2017. She has been responsible for the
auditing, accounting and investor relationship of CBAK Power, as well as assisting in consolidation and financial reporting of the Company. Ms. Pei
received a PhD in World Economics from Jilin University in China.
There are no agreements or understandings for any of our executive officers or director to resign at the request of another person and no officer or
director is acting on behalf of nor will any of them act at the direction of any other person.
Directors are elected until their successors are duly elected and qualified.
Director Qualifications
Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareholders. This significant responsibility
requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general
requirements for service on the Company’s Board of Directors that are applicable to all directors and that there are other skills and experience that
should be represented on the Board as a whole but not necessarily by each director. The Board and the Nominating and Corporate Governance
Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall
composition and the Company’s current and future needs.
Qualifications for All Directors
In identifying and evaluating nominees, the Nominating and Corporate Governance Committee may consult with the other Board members,
management, consultants, and other individuals likely to possess an understanding of the Company’s business and knowledge of suitable candidates.
In making its recommendations, the Nominating and Corporate Governance Committee assesses the requisite skills and qualifications of nominees
and the composition of the Board as a whole in the context of the Board’s criteria and needs. In evaluating the suitability of individual Board
members, the Nominating and Corporate Governance Committee may take into account many factors, including general understanding of marketing,
finance and other disciplines relevant to the success of a publicly traded company in today’s business environment; understanding of the Company’s
business and technology; the international nature of the Company’s operations; educational and professional background; and personal
accomplishment. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the
objective of recommending a group that can best perpetuate the success of the Company’s business and represent stockholder interests through the
exercise of sound judgment, using its diversity of experience. The Nominating and Corporate Governance Committee also ensures that a majority of
nominees would be “independent directors” as defined under the applicable rules of the SEC and The NASDAQ Stock Market LLC.
49
Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole
In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Corporate Governance Committee
considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such
other factors the Nominating and Corporate Governance Committee determines are pertinent in light of the current needs of the Board. The
Nominating and Corporate Governance Committee also takes into account the ability of a Director to devote the time and effort necessary to fulfill
his or her responsibilities to the Company.
The Board and the Nominating and Corporate Governance Committee require that each Director be a recognized person of high integrity with a
proven record of success in his or her field. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate
governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social
issues. In addition to the qualifications required of all Directors, the Board assesses intangible qualities including the individual’s ability to ask
difficult questions and, simultaneously, to work collegially.
The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in
light of the Company’s current needs and business priorities. The Company’s services are performed in various countries and in significant areas of
future growth located outside of the United States. Accordingly, the Board believes that international experience or specific knowledge of key
geographic growth areas and diversity of professional experiences should be represented on the Board. In addition, the Company’s business is
multifaceted and involves complex financial transactions. Therefore, the Board believes that the Board should include some Directors with a high
level of financial literacy and some Directors who possess relevant business experience as a Chief Executive Officer or President. Our business
involves complex technologies in a highly specialized industry. Therefore, the Board believes that extensive knowledge of the Company’s business
and industry should be represented on the Board.
The Board and the Nominating and Corporate Governance Committee do not have a specific diversity policy, but consider diversity of race,
ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important
because a variety of points of view contribute to a more effective decision-making process.
Summary of Qualifications of Directors
Set forth below is a narrative disclosure that summarizes some of the specific qualifications, attributes, skills and experiences of our directors. For
more detailed information, please refer to the biographical information for each director set forth above.
Mr. Li, has extensive senior management experience in the industry in which we operate and has held management positions of various new energy
development and real estate development companies in China.
Dr. Xue, Chair of the Compensation Committee, has approximately 40 years’ experience in nuclear chemistry, solid state chemistry,
superconductivity and materials for Lithium ion batteries. Within his research career, he has spent 21 years in the research and development of
Lithium ion battery.
Ms. Agee, Chair of the Audit Committee, was previously a Certified Public Accountant, worked as Chief Accountant for political sub-division for
five and a half years and worked as Supervisor of Accounting for a large retail chain where the responsibilities included hiring, training, and
supervision of accounting staff; preparation and analysis of 17 monthly financial statements and quarterly consolidated financial statements;
budgeting, and internal auditing.
Mr. He, Chair of the Nominating and Corporate Governance Committee, has more than 15-year experience in accounting and finance and is an
associate member of the Chinese Institute of Certificate Public Accounts.
Mr. Wang, has served with the Company since 2003 and brings to the Board extensive experience in all aspects of our business and industry and
strong management and technical skills.
50
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
offences);
● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that
time;
● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or
federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of
business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons
engaged in any such activity;
● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
or vacated;
● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation
of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or
temporary or permanent cease- and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity; or
● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)
(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member.
Board Composition and Committees
Our board of directors is comprised of Yunfei Li, J. Simon Xue, Martha C. Agee, Jianjun He and Guosheng Wang.
J. Simon Xue, Martha Agee and Jianjun He each serves on our board of directors as an “independent director” as defined by as defined by Rule 5605
(a)(2) of the NASDAQ Listing Rules. Our board of directors has determined that Martha Agee possesses the accounting or related financial
management experience that qualifies her as financially sophisticated within the meaning of Rule 5605(c)(2)(A) of the NASDAQ Listing Rule and
that she is an “audit committee financial expert” as defined by the rules and regulations of the SEC.
Our board of directors currently has three standing committees which perform various duties on behalf of and report to the board of directors: (i)
audit committee, (ii) compensation committee and (iii) nominating and corporate governance committee. Each of the three standing committees is
comprised entirely of independent directors. From time to time, the board of directors may establish other committees.
51
Audit Committee
Our Audit Committee consists of three members: Martha C. Agee, J. Simon Xue and Jianjun He. Pursuant to the determination of our Board of
Directors, Ms. Agee serves as the chair of the Audit Committee and as our Audit Committee financial expert as that term is defined by the applicable
SEC rules. Each director who has served or is serving on our Audit Committee was or is “independent” as that term is defined under the NASDAQ
listing rules for Audit Committee members at all times during their service on such Committee.
The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company. The
Audit Committee is responsible for, among other things:
● the appointment, compensation, retention and oversight of the work of the independent auditor;
● reviewing and pre-approving all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed
by the independent auditor;
● reviewing and approving all proposed related-party transactions;
● discussing the interim and annual financial statements with management and our independent auditors;
● reviewing and discussing with management and the independent auditor (a) the adequacy and effectiveness of the Company’s internal
controls, (b) the Company’s internal audit procedures, and (c) the adequacy and effectiveness of the Company’s disclosure controls and
procedures, and management reports thereon;
● reviewing reported violations of the Company’s code of conduct and business ethics; and
● reviewing and discussing with management and the independent auditor various topics and events that may have significant financial impact
on the Company or that are the subject of discussions between management and the independent auditors.
Compensation Committee
Our Compensation Committee consists of three members: Martha C. Agee, J. Simon Xue and Jianjun He, with Mr. Xue serving as chair. Each
director who has served or is serving on our Compensation Committee was or is “independent” as that term is defined under the NASDAQ listing
rules at all times during their service on such Committee.
The purpose of our Compensation Committee discharge the responsibilities of the Company’s Board of Directors relating to compensation of the
Company’s executives, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, if required, and to
oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans. Our
chief executive officer may not be present at any Compensation Committee meeting during which his compensation is deliberated. The
Compensation Committee is responsible for, among other things:
● reviewing and approving the compensation structure for corporate officers at the level of corporate vice president and above;
● overseeing an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary,
bonus, incentive and equity compensation, for the executive officers;
● reviewing and approving chief executive officer goals and objectives, evaluate chief executive officer performance in light of these
corporate objectives, and set chief executive officer compensation consistent with Company philosophy;
● making recommendations to the Board regarding the compensation of board members;
● reviewing and making recommendations concerning long-term incentive compensation plans, including the use of equity-based plans.
Except as otherwise delegated by the Board of Directors, the Compensation Committee will act on behalf of the Board of Directors as the
“Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on
the Compensation Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of three members: Martha C. Agee, J. Simon Xue and Jianjun He, with Mr. He
serving as chair. Each director who has served or is serving on our Nominating and Corporate Governance Committee was or is “independent” as that
term is defined under the NASDAQ listing standards at all times during their service on such Committee.
52
The purpose of the Nominating and Corporate Governance Committee is to determine the slate of director nominees for election to the Company’s
Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, and to review the
Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its
members. The Nominating and Corporate Governance Committee is responsible for, among other things:
● annually presenting to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of
stockholders, and for appointment to the committees of the Board;
● annually reviewing the composition of each committee and present recommendations for committee memberships to the Board as needed;
and
● annually evaluating and reporting to the Board of Directors on the performance and effectiveness of the Board of Directors to facilitate the
directors fulfillment of their responsibilities in a manner that serves the interests of the Company’s shareholders.
Code of Business Ethics and Conduct
We have adopted a Code of Business Ethics and Conduct relating to the conduct of our business by our employees, officers and directors. We intend
to maintain the highest standards of ethical business practices and compliance with all laws and regulations applicable to our business, including
those relating to doing business outside the United States. A copy of the Code of Business Conduct and Ethics has been filed as Exhibit 14.1 to our
Quarterly Report on Form 10-Q filed on August 22, 2006 and is hereby incorporated by reference into this annual report. The Code of Business
Conduct and Ethics is also available on our website at www.cbak.com.cn. During the fiscal year ended December 31, 2019, there were no
amendments to or waivers of our Code of Business Ethics and Conduct. If we effect an amendment to, or waiver from, a provision of our Code of
Business Ethics and Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver on our Internet
website at www.cbak.com.cn or via a current report on Form 8-K.
Delinquent Section 16(a) Reports
Under U.S. securities laws, directors, certain executive officers and persons beneficially owning more than 10% of our Common Stock must report
their initial ownership of the Common Stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these
reports. Based solely on our review of copies of such reports filed with the SEC and written representations of our directors and executive offers, we
believe that all persons subject to reporting filed the required reports on time in fiscal year 2019, except that (i) two Form 4s, covering three
transactions, were filed late by Yunfei Li; (ii) one Form 3 and one Form 4, covering an aggregate of two transactions, were filed late by Dawei Li;
(iii) one Form 4, covering one transaction, was filed late by Asia EVK New Energy Auto Ltd; (iv) one Form 4, covering one transaction, was
filed late by J. Simon Xue; (v) one Form 4, covering one transaction, was filed late by Martha Agee; (vii) one Form 4, covering one transaction, was
filed late by Jianjun He; (viii) one Form 4, covering one transaction, was filed late by Guosheng Wang; (ix) one Form 3, covering one transaction,
was not filed by Shibin Mao; and (x) one Form 4, covering one transaction, was filed late by Wenwu Wang.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for
services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess
of $100,000.
Name and Principal Position
Yunfei Li, President, Chief Executive
Officer
Period
Year ended December 31,
2019
Year ended December 31,
2018
Salary
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)
Total
($)
128,168
127,000
119,833
142,100
-
-
255,168
261,933
(1) The amounts reported in this table have been converted from RMB to U.S. dollars based on the average conversion rate between the U.S. dollar
and RMB for the applicable fiscal year, or $1.00 to RMB 6.6282 (fiscal year 2018 exchange rate), $1.00 to RMB6.9073 (fiscal year 2019
exchange rate).
53
(2) The stock awards consisted of: 1) restricted shares granted on June 30, 2015, which are vested and exercisable in twelve equal quarterly
installment with the first vesting date of June 30, 2015 and with a fair value of $3.24, and 2) restricted shares granted on April 19, 2016 with a
fair value of $2.68 per share, which are vested and exercisable under three types of vesting schedules. First, if the number of restricted shares
granted is below 3,000, the shares will vest annually in 2 equal installments over a two-year period with the first vesting on June 30, 2017.
Second, if the number of restricted shares granted is larger than or equal to 3,000 and is below 10,000, the shares will vest annually in 3 equal
installments over a three-year period with the first vesting on June 30, 2017. Third, if the number of restricted shares granted is above or equal to
10,000, the shares will vest semi-annually in 6 equal installments over a three-year period with the first vesting on December 31, 2016. 3)
restricted shares granted on August 23, 2019 with a fair value of $0.9 per share, which are vested and exercisable under two types of vesting
schedules; (i) the share units will vest semi-annually in 6 equal installments over a three-year period with the first vesting on September 30,
2019; (ii) the share units will vest annual in 3 equal installments over a three-year period with the first vesting on March 31, 2021.
Summary of Employment Agreements
The base salary shown in the Summary Compensation Table is described in each named executive officer’s respective employment agreement. The
material terms of those employment agreements are summarized below.
We entered into employment agreements with three-year initial terms with our named executive officers with standard employment agreements. We
entered into the employment agreement with Mr. Yunfei Li and Mr. Wenwu Wang on March 1, 2016 and September 30, 2014, respectively. On July
1, 2017, we entered into a new agreement with Mr. Wenwu Wang for another three-year terms from July 1, 2017 to June 30, 2020 and Mr. Wenwu
Wang resigned from his position of Chief Financial Officer and remains as the General Manager of CBAK Power. On August 23, 2019, the Board of
Directors appointed Ms. Xiangyu Pei as the Interim Chief Financial Officer, and we entered into the employment agreement with Ms. Xiangyu Pei
for a three-year term. On November 22, 2019, Mr. Wenwu Wang resigned as General Manager of CBAK Power and has agreed to act as a consultant
to the Company. Each of our standard employment agreements is automatically extended by a year at the expiration of the initial term and at the
expiration of every one-year extension, until terminated in accordance with the termination provisions of the agreements, which are described below.
Our standard employment agreement permits us to terminate the executive’s employment for cause, at any time, without notice or remuneration, for
certain acts of the executive, including but not limited to a conviction or plea of guilty to a felony, negligence or dishonesty to our detriment and
failure to perform agreed duties after a reasonable opportunity to cure the failure. An executive may terminate his employment upon one month’s
written notice if there is a material reduction in his authority, duties and responsibilities or if there is a material reduction in his annual salary before
the next annual salary review. Furthermore, we may terminate the executive’s employment at any time without cause by giving one month’s advance
written notice to the executive officer. If we terminate the executive’s employment without cause, the executive will be entitled to a termination
payment of up to three months of his or her then base salary, depending on the length of such executive’s employment with us. Specifically, the
executive will receive salary continuation for: (i) one month following a termination effective prior to the first anniversary of the effective date of the
employment agreement; (ii) two months following a termination effective prior to the second anniversary of the effective date; and (iii) three months
following a termination effective prior to or any time after the third anniversary of the effective date. The employment agreements provide that the
executive will not participate in any severance plan, policy, or program of the Company.
54
Our standard employment agreement contains customary non-competition, confidentiality, and non-disclosure covenants. Each executive officer has
agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except as
required in the performance of his duties in connection with the employment, any confidential information, technical data, trade secrets and know-
how of our company or the confidential information of any third party, including our affiliated entities and our subsidiaries, received by us. The
executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to
practice and to assign all right, title and interest in them to us. In addition, each executive officer has agreed to be bound by non-competition
restrictions set forth in his or her employment agreement. Specifically, each executive officer has agreed not to, while employed by us and for a
period of one year following the termination or expiration of the employment agreement,
● approach our clients, customers or contacts or other persons or entities, and not to interfere with the business relationship between us and
such persons and/or entities;
● assume employment with or provide services as a director for any of our competitors, or engage in any business which is in direct or indirect
competition with our business; or
● solicit the services of any of our employees.
Outstanding Equity Awards at Fiscal Year-End 2019
The following table sets forth the equity awards outstanding at December 31, 2019 for each of our named executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards
Stock Awards
Number of
securities
underlying
unexercised
options
(#)
exercisable
Number of securities
underlying unexercised
options
(#) unexercisable
Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#)
Option
exercise
price
($)
Number
of
shares
or units
of stock
that
have not
vested
(#)
Market
value of
shares or
units of
stock
that have
not
vested
(#)
Equity incentive
plan awards:
Number of
unearned shares,
units or other
rights that have
not vested
(#)
Option
expiration
date
Equity
incentive
plan
awards:
Market
or payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($)
-
-
333,333*
300,000
Name
Yunfei Li,
President,
Chief
Executive
Officer
* On June 30, 2015, Mr. Li was granted 30,000 restricted shares of the Company’s common stock, par value $0.001, under the 2015 Equity
Incentive Plan of the Company (the “2015 Plan”). The restricted shares vest over a three-year period in 12 equal quarterly installments with the
first vesting date on June 30, 2015. On April 19, 2016, pursuant to the 2015 Plan, the Company granted Mr. Li an aggregate of 150,000 restricted
shares of the Company’s common stock. The restricted shares vest semi-annually in 6 equal installments over a three-year period with the first
vesting on December 31, 2016. On August 23, 2019, pursuant to the 2015 Plan, the Company granted Mr. Li an aggregate of 400,000 restricted
share units of the Company’s common stock. The share units vest semi-annually in 6 equal installments over a three-year period with the first
vesting on September 30, 2019.
Compensation of Directors
On August 23, 2019, pursuant to the 2015 Plan, each of our independent directors was granted 20,000 restricted share units of the Company’s
common stock. The share units vest semi-annually in 6 equal installments over a three year period with the first vesting on September 30, 2019.
55
The following table sets forth the total compensation earned by our non-employee directors during our fiscal year ended December 31, 2019:
Name
J. Simon Xue
Martha C. Agee
Jianjun He
Fees Earned
or
Paid in Cash
($)
20,000
20,000
20,000
Stock Awards
($)
Total ($)
3,000
3,000
3,000
23,000
23,000
23,000
We do not maintain a medical, dental or retirement benefits plan for the directors.
Except as disclosed in this annual report, we have not compensated, and will not compensate, our non-independent directors, Mr. Yunfei Li and Mr.
Guosheng Wang, for serving as our directors, although they are entitled to reimbursements for reasonable expenses incurred in connection with
attending our board meetings.
The directors may determine remuneration to be paid to the directors with interested members of the Board refraining from voting. The
Compensation Committee will assist the directors in reviewing and approving the compensation structure for the directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to us with respect to the beneficial ownership of our Common Stock as of the close of business on
May 12, 2020 (the “Reference Date”) for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each named
executive officer, (iii) each of our directors and nominees, and (iv) all of our executive officers and directors as a group:
Names of Management and Names of Certain Beneficial Owners (1)
Yunfei Li (6) (8) (10)
J. Simon Xue (7) (11)
Martha C. Agee (4) (11)
Jianjun He (4) (11)
Guosheng Wang (5)
Xiangyu Pei (13)
Amount and Nature of
Beneficial Ownership (1)
Percent (3)
Number (2)
8,589,919
15.98%
13,333
33,333
33,333
77,500
30,000
*
*
*
*
*
All executive officers and directors as a group (6 persons)
8,777,418
16.33%
Principal Shareholders
Dawei Li (8) (10)
Asia EVK Energy Auto Limited (9) (10)
Shibin Mao (12)
Lijuan Wang (12)
Ping Shen (12)
6,733,359
7,551,598
5,404,880
3,993,422
3,954,426
12.53%
14.05%
10.05%
7.43%
7.36%
* Denotes less than 1% of the outstanding shares of Common Stock.
(1) The number of shares beneficially owned is determined under Securities and Exchange Commission (“SEC”) rules, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power, and also any shares which the individual has the right to acquire within 60 days
of the Reference Date, through the exercise or conversion of any stock option, convertible security, warrant or other right (a “Presently
Exercisable” security). Including those shares in the table does not, however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares.
56
(2) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that
person’s spouse) with respect to all shares of Common Stock listed as owned by that person or entity.
(3) A total of 31,745,518 shares of Common Stock are considered to be outstanding on the Reference Date. For each beneficial owner above, any
Presently Exercisable securities of such beneficial owner have been included in the denominator, pursuant to Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act.
(4) On June 30, 2015, each of our independent directors was granted 30,000 restricted shares of the Company’s common stock, par value $0.001,
under the 2015 Plan. The restricted shares vest over a three-year period in 12 equal quarterly installments with the first vesting date on June 30,
2015.
(5) On June 30, 2015, Mr. Guosheng Wang was granted 50,000 restricted shares of the Company’s common stock, par value $0.001, under the 2015
Plan. The restricted shares vest over a three-year period in 12 equal quarterly installments with the first vesting date on June 30, 2015. On April
19, 2016, Mr. Wang was granted an additional 20,000 restricted shares under the 2015 Plan. Such shares vest semi-annually in 6 equal
installments over a three-year period with the first vesting on December 31, 2016. On August 23, 2019, pursuant to the 2015 Plan, the Company
granted Mr. Wang an aggregate of 70,000 restricted share units of the Company’s common stock. The share units vest semi-annually in 6 equal
installments over a three-year period with the first vesting on September 30, 2019.
(6) On June 30, 2015, Mr. Yunfei Li was granted 30,000 restricted shares of the Company’s common stock, par value $0.001, under the 2015 Plan.
The restricted shares vest over a three-year period in 12 equal quarterly installments with the first vesting date on June 30, 2015.On April 19,
2016, pursuant to the 2015 Plan, the Company granted Mr. Li an aggregate of 150,000 restricted shares of the Company’s common stock. The
restricted shares vest semi- annually in 6 equal installments over a three-year period with the first vesting on December 31, 2016. On February
17, 2017, we signed a letter of understanding with each of eight individual investors, including our CEO, Mr. Yunfei Li, whereby these
shareholders agreed in principle to subscribe for new shares of our common stock totaling $10 million. The issue price will be determined with
reference to the market price prior to the issuance of new shares. In January 2017, the shareholders paid us a total of $2.1 million as refundable
deposits, among which, Mr. Yunfei Li agreed to subscribe new shares totaling $1.12 million and pay a refundable deposit of $0.2 million. In
April and May 2017, we received cash of $9.6 million from these shareholders. On May 31, 2017, we entered into a securities purchase
agreement with these investors, pursuant to which we agreed to issue an aggregate of 6,403,518 shares of common stock, par value $0.001 per
share to these investors, at a purchase price of $1.50 per share, for an aggregate price of $9.6 million, including 746,018 shares were issued to
Mr. Yunfei Li, our CEO. On June 22, 2017, we issued the shares to the investors.
On August 23, 2019, pursuant to the 2015 Plan, the Company granted Mr. Li an aggregate of 400,000 restricted share units of the Company’s
common stock. The share units vest semi-annually in 6 equal installments over a three-year period with the first vesting on September 30, 2019.
(7) On April 19, 2016, pursuant to the 2015 Plan, the Company granted Dr. Xue an aggregate of 30,000 restricted shares of the Company’s common
stock. The restricted shares vest semi-annually in 6 equal installments over a three-year period with the first vesting on December 31, 2016.
(8) On January 7, 2019, we entered into a cancellation agreement with Mr. Yunfei Li and Mr. Dawei Li, who loaned an aggregate of approximately
$5.2 million to CBAK Power (the “First Debt”). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the First
Debt in exchange for an aggregate of 5,098,040 shares of common stock of the Company at an exchange price of $1.02 per share. According to
the amount of loan, 3,431,373 and 1,666,667 shares were issued to Mr. Dawei Li and Mr. Yunfei Li, respectively. Upon receipt of the Shares,
the creditors released the Company from any claims, demands and other obligations relating to the First Debt.
(9) On April 26, 2019, we entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia
EVK”), who loaned an aggregate of approximately $5.4 million to CBAK Power (the “Second Debt”). Pursuant to the terms of the Cancellation
Agreement, the creditors agreed to cancel the Second Debt in exchange for an aggregate of 5,205,905 shares of common stock of the Company
at an exchange price of $1.1 per share. According to the amount of loan, 300,534, 123,208 and 4,782,163 shares were issued to Mr. Jun Lang,
Ms. Jing Shi and Asia EVK, respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other
obligations relating to the Second Debt.
57
(10) On July 26, 2019, we entered into a cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK, who loaned an aggregate of
approximately $7.1 million to CBAK Power (the “Third Debt” and “Fourth Debt”). Pursuant to the terms of the Cancellation Agreement, the
creditors agreed to cancel the Third Debt and Fourth Debt in exchange for an aggregate of 7,092,219 shares of common stock of the Company at
an exchange price of $1.05 per share. According to the amount of loan, 1,384,717, 2,938,067 and 2,769,435 shares were issued to Mr. Dawei Li,
Mr. Yunfei Li and Asia EVK, respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other
obligations relating to the Third Debt and Fourth Debt.
(11) On August 23, 2019, pursuant to the 2015 Plan, each of our independent directors was granted 20,000 restricted share units of the Company’s
common stock. The share units vest semi-annually in 6 equal installments over a three-year period with the first vesting on September 30, 2019.
(12) On October 14, 2019, we entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen,
who loaned an aggregate of approximately $4.2 million to CBAK Power (the “Fifth Debt”) and Unpaid Earnest Money of approximately $1.0
million. Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the Fifth Debt and convert the Unpaid Earnest
Money in exchange for an aggregate of 8,599,717 shares of common stock of the Company at an exchange price of $0.6 per share. According to
the amount of loan, 528,053, 3,536,068, 2,267,798 and 2,267,798 shares were issued to Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang
and Mr. Ping Shen, respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other obligations
relating to the Fifth Debt and the Unpaid Earnest Money.
(13) On April 19, 2016, Ms. Pei was granted 50,000 restricted shares under the 2015 Plan. Such shares vest semi-annually in 6 equal installments
over a three-year period with the first vesting on December 31, 2016. On August 23, 2019, pursuant to the 2015 Plan, the Company granted Ms.
Pei an aggregate of 180,000 restricted share units of the Company’s common stock. The share units vest semi-annually in 6 equal installments
over a three-year period with the first vesting on September 30, 2019.
Changes in Control
There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result
in a change in control of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
Stock Option Plan and Compensation Plan for Non-Employee Directors
The following table sets forth certain information about the securities authorized for issuance under our Stock Option Plan and our Compensation
Plan for Non-Employee Directors as of December 31, 2019. Options exercisable for all of the securities shown in column (a) below were granted
under our Stock Option Plan.
Number of
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights
(a)
Weighted-
average
exercise price
of
outstanding
options,
warrants and
rights
(b)
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
(a)) (c)
Equity compensation plans approved by security holders
-
-
222,401(1)
Equity compensation plans not approved by security holders
Total
-
-
-
-
222,401(1)
* All information in and below this table gives retroactive effect to our one-for-five reverse stock split effected on October 26, 2012.
(1) Includes 86,500 shares of restricted stock that are available for future issuance under our Compensation Plan for Non-Employee Directors and
135,901 shares of restricted stock that are available for future issuance under our Stock Option Plan, as of December 31, 2019.
58
2015 Equity Incentive Plan
The following table sets forth certain information about the securities authorized for issuance under our 2015 Plan as of December 31, 2019. Options
exercisable for all of the securities shown in column (a) below were granted under our 2015 Plan.
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
(a)) (c)
Number of
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights (a)
Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
(b)
Equity compensation plans approved by security holders
1,511,667
$
0.91
7,063,519(1)
Equity compensation plans not approved by security holders
-
Total
1,511,667
$
0.91
7,063,519(1)
On June 12, 2015, shareholders of the Company approved the 2015 Plan for employees, directors and consultants of the Company and its affiliates.
The maximum aggregate number of shares that may be issued under the 2015 Plan is ten million (10,000,000).
On June 30, 2015, pursuant to the 2015 Plan, the Company granted an aggregate of 690,000 restricted shares of the Company’s common stock to
certain employees, officers and directors of the Company. In accordance with the vesting schedule of the grant, the restricted shares will vest in
twelve equal quarterly installments on the last day of each fiscal quarter beginning on June 30, 2015 and ending on March 31, 2018.
On April 19, 2016, pursuant to the 2015 Plan, the Company granted an aggregate of 500,000 restricted shares of the Company’s common stock to
certain employees, officers and directors of the Company. The restricted shares vest semi-annually in 6 equal installments over a three-year period
with the first vesting on December 31, 2016.
On August 23, 2019, pursuant to the 2015 plan, the Company granted an aggregate of 1,887,000 restricted share units of the Company’s common
stock to certain employees, officers and directors of the Company. There are two types of vesting schedules, (i) the share units will vest semi-
annually in 6 equal installments over a three-year period with the first vesting on September 30, 2019; (ii) the share units will vest annual in 3 equal
installments over a three
year period with the first vesting on March 31, 2021.
As of December 31, 2019, 1,414,323 vested shares were issued, and 1,511,667 shares were to be issued upon vesting. Under the 2015 Plan,
7,063,519 shares are available for future issuance.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related Persons
We obtained one-year banking facilities of $5.7 million from China Everbright Bank Dalian Friendship Branch. The banking facilities were
guaranteed by 100% equity in CBAK Power held by BAK Asia and buildings of Hubei BAK Real Estate Co., Ltd., which Mr. Yunfei Li, the
Company’s CEO holding 15% equity interest. Mr. Yunfei Li did not receive and is not entitled to receive any consideration for the above-referenced
guarantees. We are not independently obligated to indemnify any of those guarantors for any amounts paid by them pursuant to any guarantee.
59
On January 7, 2019, we entered into a cancellation agreement with Mr. Yunfei Li and Mr. Dawei Li, who loaned an aggregate of approximately $5.2
million to CBAK Power (the “First Debt”). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the First Debt in
exchange for an aggregate of 5,098,040 shares of common stock of the Company at an exchange price of $1.02 per share. According to the amount of
loan, 3,431,373 and 1,666,667 shares were issued to Mr. Dawei Li and Mr. Yunfei Li, respectively. Upon receipt of the Shares, the creditors released
the Company from any claims, demands and other obligations relating to the First Debt.
On April 26, 2019, we entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia EVK”),
who loaned an aggregate of approximately $5.4 million to CBAK Power (the “Second Debt”). Pursuant to the terms of the Cancellation Agreement,
the creditors agreed to cancel the Second Debt in exchange for an aggregate of 5,205,905 shares of common stock of the Company at an exchange
price of $1.1 per share. According to the amount of loan, 300,534, 123,208 and 4,782,163 shares were issued to Mr. Jun Lang, Ms. Jing Shi and Asia
EVK, respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other obligations relating to the
Second Debt.
On July 26, 2019, we entered into a cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK, who loaned an aggregate of
approximately $7.1 million to CBAK Power (the “Third Debt” and “Fourth Debt”). Pursuant to the terms of the Cancellation Agreement, the
creditors agreed to cancel the Third Debt and Fourth Debt in exchange for an aggregate of 7,092,219 shares of common stock of the Company at an
exchange price of $1.05 per share. According to the amount of loan, 1,384,717, 2,938,067 and 2,769,435 shares were issued to Mr. Dawei Li, Mr.
Yunfei Li and Asia EVK, respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other
obligations relating to the Third Debt and Fourth Debt.
On October 14, 2019, we entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, who
loaned an aggregate of approximately $4.2 million to CBAK Power (the “Fifth Debt”) and Unpaid Earnest Money of approximately $1.0 million.
Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the Fifth Debt and convert the Unpaid Earnest Money in
exchange for an aggregate of 8,599,717 shares of common stock of the Company at an exchange price of $0.6 per share. According to the amount of
loan, 528,053, 3,536,068, 2,267,798 and 2,267,798 shares were issued to Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen,
respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other obligations relating to the Fifth
Debt and the Unpaid Earnest Money.
On April 27, 2020, we entered into a cancellation agreement with Mr. Yunfei Li, Asia EVK and Mr. Ping Shen, who loaned an aggregate of
approximately $4.3 million to CBAK Power (the “Sixth Debt”). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel
the Sixth Debt in exchange for an aggregate of 8,928,193 shares of common stock of the Company at an exchange price of $0.48 per share.
According to the amount of loan, 2,062,619, 2,151,017 and 4,714,557 shares were issued to Mr. Yunfei Li, Asia EVK and Mr. Pin Shen,
respectively. Upon receipt of the Shares, the creditors released the Company from any claims, demands and other obligations relating to the Sixth
Debt.
Promoters and Certain Control Persons
We did not have any promoters at any time during the past five fiscal years.
Director Independence
J. Simon Xue, Martha C. Agee and Jianjun He each serves on our board of directors as an “independent director” as defined by Rule 5605(a)(2) of
the NASDAQ Listing Rule.
60
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Independent Registered Public Accounting Firm’s Fees and Services
Audit Fees
Centurion ZD CPA & Co. has billed us $254,000 and $202,000 for the fiscal years ended December 31, 2018 and 2019, respectively, for professional
services rendered for the audit of our annual financial statements, including reviews of the interim financial statements included in our quarterly
reports on Form 10-Q and assistance with the Securities Act filings.
Audit-Related Fees
We did not engage our principal accountants to provide assurance or related services during the last two fiscal years.
Tax Fees
We did not engage our principal accountants to provide tax compliance, tax advice or tax planning services during the last two fiscal years and three
months transition period.
All Other Fees
We did not engage our principal accountants to render services to us during the last two fiscal years and three months transition period, other than as
reported above.
Pre-Approval Policies and Procedures
All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent
auditor must be approved by the Audit Committee in advance, except non-audit services (other than review and attestation services) if such services
fall within exceptions established by the SEC. The Audit Committee will pre-approve any permissible non-audit services to be provided by the
Company’s independent auditors on behalf of the Company that do not fall within any exception to the pre-approval requirements established by the
SEC. The Audit Committee may delegate to one or more members the authority to pre-approve permissible non-audit services, but any such delegate
or delegates must present their pre-approval decisions to the Audit Committee at its next meeting. All of our accountants’ services described above
were pre-approved by the Audit Committee or by one or more members under the delegate authority described above.
61
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Financial Statements and Schedules
PART IV
The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they
are either not required, not applicable, or the information is otherwise included.
Exhibit List
(a) List of Documents Filed as a Part of This Report:
(1) Index to Consolidated Financial Statements:
● Report of Centurion ZD CPA & Co., Independent Registered Public Accounting Firm
● Consolidated Balance Sheets as of December 31, 2019 and 2018
● Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018
● Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2019 and 2018
● Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
● Notes to Consolidated Financial Statements
(2) Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because
it is not required.
(3) Index to Exhibits
See exhibits listed under Part (b) below.
(b) Exhibits:
Exhibit No.
Description
2.1
3.1
3.2
3.3
3.4
Articles of Merger (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8- K filed on January 17,
2017)
Articles of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K
filed on December 8, 2006)
By-laws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Annual Report on Form 10-K filed on
December 19, 2007)
Certificate of Change Pursuant to NRS 78.209 filed by the Company on October 22, 2012 (incorporated by reference to Exhibit 3.1
to the registrant’s Current Report on Form 8-K filed on October 26, 2012)
Certificate of Amendment to Articles of Incorporation filed by the Company on June 23, 2015 (incorporated by reference to
Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on June 26, 2015)
62
Exhibit No.
Description
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
14.1
21.1
23.1
31.1
31.2
32.1
32.2
CBAK Energy Technology, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix D to the registrant’s Definitive
Proxy Statement on Schedule 14A filed April 24, 2015).
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current
Report on Form 8-K filed on January 3, 2011)
Cancellation Agreement among the Company and creditors, dated as of April 27, 2020 (incorporated by reference to Exhibit 10.1
to the registrant’s Current Report on Form 8-K filed on April 28, 2020)
Securities Purchase Agreement between the Company and Atlas Sciences, LLC, dated December 30, 2019 (incorporated by
reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 6, 2020)
Promissory Note from the Company to Atlas Sciences, LLC, dated December 30, 2019 (incorporated by reference to Exhibit 10.2
to the registrant’s Current Report on Form 8-K filed on January 6, 2020).
Form of Restricted Share Units Award Agreement Under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to
the registrant’s Current Report on Form 8-K filed on August 29, 2019)
Securities Purchase Agreement between the Company and Atlas Sciences, LLC, dated July 24, 2019 (incorporated by reference to
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 29, 2019)
Promissory Note from the Company to Atlas Sciences, LLC, dated July 24, 2019 (incorporated by reference to Exhibit 10.2 to the
registrant’s Current Report on Form 8-K filed on July 29, 2019)
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form
8-K filed on July 6, 2015)
Code of Business Conduct and Ethics of the registrant (incorporated by reference to Exhibit 14.1 to the registrant’s Quarterly
Report on Form 10-Q filed on August 22, 2006)
List of subsidiaries of the registrant.
Consent of Centurion ZD CPA & Co.
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
ITEM 16. FORM 10-K SUMMARY
None.
63
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 14, 2020
SIGNATURES
CBAK ENERGY TECHNOLOGY, INC.
By:
By:
/s/ Yunfei Li
Yunfei Li
Chief Executive Officer
/s/ Xiangyu Pei
Xiangyu Pei
Interim Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature
/s/ Yunfei Li
Yunfei Li
/s/ Xiangyu Pei
Xiangyu Pei
/s/ Guosheng Wang
Guosheng Wang
/s/ J. Simon Xue
J. Simon Xue
/s/ Martha C. Agee
Martha C. Agee
/s/ Jianjun He
Jianjun He
Title
Chairman and Chief Executive Officer
(Principal Executive Officer)
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
64
Date
May 14, 2020
May 14, 2020
May 14, 2020
May 14, 2020
May 14, 2020
May 14, 2020
Name of Subsidiary
China BAK Asia Holdings Limited
Dalian CBAK Trading Co., Ltd.
Dalian CBAK Power Battery Co., Ltd.
Dalian CBAK Energy Technology Co., Ltd.
CBAK New Energy (Suzhou) Co., Ltd.
LIST OF SUBSIDIARIES
Jurisdiction of
Incorporation or Organization
Hong Kong
PRC
PRC
PRC
PRC
EXHIBIT 21.1
Percentage of Ownership
100%
100%
100%
100%
90%
Exhibit 23.1
中正達會計師事務所
Centurion ZD CPA & Co.
Certified Public Accountants (Practising)
Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.
香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室
Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078
Email 電郵: info@czdcpa.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-148253, No. 333-151678 and No. 333-
151985) and the Registration Statements on Form S-8 (No. 333-137747, No. 333-153649, No. 333-153650 and No. 333-205218) of CBAK Energy
Technology, Inc. (the “Company”) of our report dated May 14, 2020, relating to the Company's consolidated financial statements (which report
expresses an unqualified opinion with an emphasis paragraph on the substantial doubt about the Company's ability to continue as a going concern),
which appears in this Annual Report on Form 10-K.
/s/ Centurion ZD CPA & Co.
Centurion ZD CPA & Co.
Hong Kong, China
May 14, 2020
I, Yunfei Li, certify that:
1.
I have reviewed this annual report on Form 10-K of CBAK Energy Technology, Inc.;
CERTIFICATIONS
EXHIBIT 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: May 14, 2020
/s/ Yunfei Li
Yunfei Li
Chief Executive Officer
(Principal Executive Officer)
I, Xiangyu Pei, certify that:
1.
I have reviewed this annual report on Form 10-K of CBAK Energy Technology, Inc.;
CERTIFICATIONS
EXHIBIT 31.2
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: May 14, 2020
/s/ Xiangyu Pei
Xiangyu Pei
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
The undersigned, Yunfei Li, the Chief Executive Officer of CBAK Energy Technology, Inc. (the “Company”), DOES HEREBY CERTIFY
that:
1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Report”), fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the
Company.
IN WITNESS WHEREOF, the undersigned has executed this statement this 14th day of May, 2020.
/s/ Yunfei Li
Yunfei Li
Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 has been provided to CBAK Energy Technology, Inc. and will be retained by
CBAK Energy Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
The undersigned, Xiangyu Pei, the Interim Chief Financial Officer of CBAK Energy Technology, Inc. (the “Company”), DOES HEREBY
CERTIFY that:
1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Report”), fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the
Company.
IN WITNESS WHEREOF, the undersigned has executed this statement this 14th day of May, 2020.
/s/ Xiangyu Pei
Xiangyu Pei
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
A signed original of this written statement required by Section 906 has been provided to CBAK Energy Technology, Inc. and will be retained by
CBAK Energy Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.