UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One) 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 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 Number: 001-32898

CBAK ENERGY TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0442833
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

BAK Industrial Park, Meigui Street
Huayuankou Economic Zone
Dalian City, Liaoning Province,
People’s Republic of China, 116450

(Address of principal executive offices, Zip Code)

(86)(411)-3918-5985

(Registrant’s telephone number, including area code)

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 and posted 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, or a smaller reporting 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  ☐	Accelerated filer  ☐
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CBAT	Nasdaq Global Market

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 17, 2019 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	31,745,518

CBAK ENERGY TECHNOLOGY, INC.

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	37
Item 4.	Controls and Procedures.	37
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings.	39
Item 1A.	Risk Factors.	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	40
Item 3.	Defaults Upon Senior Securities.	40
Item 4.	Mine Safety Disclosures.	40
Item 5.	Other Information.	40
Item 6.	Exhibits.	41

i

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CBAK ENERGY TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

Contents	Page(s)
Condensed Consolidated Balance Sheets As of December 31, 2018 and March 31, 2019 (unaudited)	2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2018 and 2019 (unaudited)	3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2018 and 2019 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2019 (unaudited)	5
Notes to the Condensed Consolidated Financial Statements (unaudited)	6 – 27

1

CBAK Energy Technology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of December 31, 2018 and March 31, 2019

(Unaudited)

(In US$ except for number of shares)

		December 31,			March 31,
	Note	2018			2019
					(Unaudited)
Assets
Current assets
Cash and cash equivalents		$	449,670		$	245,688
Pledged deposits	2		17,239,823			17,646,326
Trade accounts and bills receivable, net	3		21,751,032			16,816,885
Inventories	4		9,622,361			9,215,623
Prepayments and other receivables	5		7,143,454			6,276,028
Prepaid land use rights, current portion	9		163,352			167,416
Total current assets			56,369,692			50,367,966
Property, plant and equipment, net	7		38,908,503			44,464,272
Construction in progress	8		25,001,813			20,971,959
Prepaid land use rights, non-current	9		7,282,765			7,422,088
Intangible assets, net	10		20,869			19,805
Total assets		$	127,583,642		$	123,246,090
Liabilities
Current liabilities
Trade accounts and bills payable	11	$	52,495,063		$	45,273,429
Current maturities of long-term bank loans	12		3,659,324			3,750,359
Other short-term loans	12		14,147,801			14,169,927
Accrued expenses and other payables	13		18,201,351			18,535,867
Payables to former subsidiaries, net	6		4,301,646			3,259,302
Deferred government grants, current	14		143,775			147,352
Total current liabilities			92,948,960			85,136,236
Long-term bank loans	12		20,614,194			21,127,024
Deferred government grants, non-current	14		4,313,289			4,383,755
Product warranty provision	15		2,250,615			2,336,216
Long term tax payable	16		7,129,285			7,306,645
Total liabilities			127,256,343			120,289,876
Commitments and contingencies	20
Shareholders’ equity(deficit)
Common stock $0.001 par value; 500,000,000 authorized; 26,791,684 issued and 26,647,478 outstanding as of December 31, 2018, 31,889,724 issued and 31,745,518 outstanding as of March 31, 2019			26,792			31,890
Donated shares			14,101,689			14,101,689
Additional paid-in capital			155,931,770			161,144,891
Statutory reserves			1,230,511			1,230,511
Accumulated deficit			(165,409,890	)		(168,197,282	)
Accumulated other comprehensive loss			(1,498,940	)		(1,335,253	)
			4,381,932			6,976,446
Less: Treasury shares			(4,066,610	)		(4,066,610	)
Total shareholders’ equity			315,322			2,909,836
Non-controlling interests			11,977			46,378
Total equity			327,299			2,956,214
Total liabilities and shareholder’s equity		$	127,583,642		$	123,246,090

See accompanying notes to the condensed consolidated financial statements.

2

CBAK Energy Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

		Three months ended March 31,
	Note	2018			2019
Net revenues	22	$	3,312,797		$	5,171,675
Cost of revenues			(3,659,943	)		(5,400,683	)
Gross loss			(347,146	)		(229,008	)
Operating expenses:
Research and development expenses			(817,090	)		(433,516	)
Sales and marketing expenses			(204,586	)		(364,014	)
General and administrative expenses			(1,131,294	)		(1,440,695	)
Recovery of (Provision for) doubtful accounts	3		86,653			(71,162	)
Total operating expenses			(2,066,317	)		(2,309,387	)
Operating loss			(2,413,463	)		(2,538,395	)
Finance expenses, net			(170,089	)		(287,000	)
Other income, net			15,719			18,062
Loss before income tax			(2,567,833	)		(2,807,333	)
Income tax expense	16		-			-
Net loss		$	(2,567,833	)	$	(2,807,333	)
Less: Net loss attributable to non-controlling interests			-			19,941
Net loss attribute to shareholders of CBAK Energy Technology, Inc.		$	(2,567,833	)	$	(2,787,392	)
Net loss			(2,567,833	)		(2,807,333	)
Other comprehensive income (loss)
– Foreign currency translation adjustment			135,708			161,325
Comprehensive loss		$	(2,432,125	)	$	(2,646,008	)
Less: Comprehensive loss attributable to non-controlling interests			-			22,303
Comprehensive loss attributable to CBAK Energy Technology, Inc.		$	(2,432,125	)	$	(2,623,705	)
Loss per share	18
– Basic and diluted		$	(0.10	)	$	(0.10	)
Weighted average number of shares of common stock:	18
– Basic and diluted			26,502,086			28,610,072

See accompanying notes to the condensed consolidated financial statements.

3

CBAK Energy Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

	Common stock issued						Additional								Accumulated other			Non-			Treasury shares						Total
	Number				Donated		paid-in			Statutory		Accumulated			comprehensive			controlling			Number						shareholders’
	of shares		Amount		shares		capital			reserves		deficit			loss			interests			of shares			Amount			equity (deficit)
Balance as of January 1, 2018		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
Net loss		-		-		-		-			-		(2,567,833	)		-			-			-			-			(2,567,833	)
Share-based compensation for employee and director stock awards		-		-		-		83,573			-		-			-			-			-			-			83,573
Common stock issued to employees and directors for stock awards		8,500		9		-		(9	)		-		-			-			-			-			-			-
Foreign currency translation adjustment		-		-		-		-			-		-			135,708			-			-			-			135,708
Balance as of March 31, 2018		26,376,023	$	26,377	$	14,101,689	$	155,794,578		$	1,230,511	$	(166,034,546	)	$	(1,204,825	)	$	-			(144,206	)	$	(4,066,610	)	$	(152,826	)
Balance as of January 1, 2019		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
Net loss		-		-		-		-			-		(2,787,392	)		-			(19,941	)		-			-			(2,807,333	)
Capital contribution from non-controlling interests of a subsidiary																			56,704									56,704
Share-based compensation for employee and director stock awards		-		-		-		18,219			-		-			-						-			-			18,219
Common stock issued to investors		5,098,040		5,098		-		5,194,902			-		-			-						-			-			5,200,000
Foreign currency translation adjustment		-		-		-		-			-		-			163,687			(2,362	)		-			-			161,325
Balance as of March 31, 2019		31,889,724	$	31,890	$	14,101,689	$	161,144,891		$	1,230,511	$	(168,197,282	)	$	(1,335,253	)	$	46,378			(144,206	)	$	(4,066,610	)	$	2,956,214

See accompanying notes to the condensed consolidated financial statements.

4

CBAK Energy Technology, Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

	Three months ended March 31,
	2018			2019
Cash flows from operating activities
Net loss	$	(2,567,833	)	$	(2,807,333	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		538,204			681,408
(Recovery of) Provision for doubtful debts		(86,653	)		71,162
Write-down of inventories		1,199			62,772
Share-based compensation		83,573			18,219
Loss on disposal of property, plant and equipment		-			273,117
Changes in operating assets and liabilities:
Trade accounts and bills receivable		15,205,781			5,372,834
Inventories		(1,394,118	)		577,665
Prepayments and other receivables		246,784			1,275,562
Trade accounts and bills payable		(7,814,190	)		(8,269,290	)
Accrued expenses and other payables		(60,011	)		(155,161	)
Trade receivable from and payables to former subsidiaries		(1,750,618	)		(1,124,827	)
Net cash provided by (used in) operating activities		2,402,118			(4,023,872	)
Cash flows from investing activities
Purchases of property, plant and equipment and construction in progress		(4,463,598	)		(1,222,149	)
Net cash used in investing activities		(4,463,598	)		(1,222,149	)
Cash flows from financing activities
Capital injection from non-controlling interests		-			56,704
Borrowings from related parties		2,641,957			266,671
Borrowings from an unrelated party		-			5,866,754
Repayment of borrowings from related parties		-			(407,168	)
Repayment of earnest money to shareholders (note 1)		-			(773,310	)
Net cash provided by financing activities		2,641,957			5,009,651
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		401,958			438,891
Net increase in cash and cash equivalents, and restricted cash		982,435			202,521
Cash and cash equivalents, and restricted cash at the beginning of period		10,748,713			17,689,493
Cash and cash equivalents, and restricted cash at the end of period	$	11,731,148		$	17,892,014
Non-cash transactions:
Transfer of construction in progress to property, plant and equipment	$	126,886		$	5,218,383
Issuance of common stock to investors - offset short-term borrowings from unrelated parties	$	-		$	5,200,000
Cash paid during the period for:
Interest, net of amounts capitalized	$	176,443		$	347,144

See accompanying notes to the condensed consolidated financial statements.

5

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(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”.

Effective November 30, 2018, the trading symbol for common stock of the Company, which trades on the Nasdaq Global Market, was changed from CBAK to CBAT.

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.

6

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

1. Principal Activities, Basis of Presentation and Organization (continued)

Basis of Presentation and Organization (continued)

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.

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.

7

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

1. Principal Activities, Basis of Presentation and Organization (continued)

Basis of Presentation and Organization (continued)

As of March 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”). Up to the date of this report, the Company has contributed $100,000 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. Pursuant to CBAK Power’s articles of association and relevant PRC regulations, BAK Asia was required to contribute the remaining capital to CBAK Power on or before June 30, 2019.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 of $24,999,978.

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 RMB564,500 ($84,111) to CBAK Suzhou through injection of a series of cash. CBAK Suzhou is intended to be engaged in development and manufacture of new energy high power battery packs.

The Company’s condensed consolidated financial statements have been prepared under US GAAP.

These condensed consolidated financial statements are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these condensed consolidated financial statements, which are of a normal and recurring nature, have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The following (a) condensed consolidated balance sheet as of December 31, 2018, which was derived from the Company’s audited financial statements, and (b) the unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations, though the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying footnotes of the Company for the year ended December 31, 2018.

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.

8

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

1. Principal Activities, Basis of Presentation and Organization (continued)

Basis of Presentation and Organization (continued)

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, 2018 and March 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; and iv) CBAK New Energy (Suzhou) Co., Ltd. (“CBAK Suzhou”), a 90% owned limited liability company established on May 4, 2018 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 March31, 2019, Mr. Yunfei Li held 5,535,185 shares or 17.44% 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 March 31, 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.

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 eight investors paid the Company a total of $2.06 million as earnest money which should be returned to the investors after the investment amount was delivered. Mr. Yunfei Li agreed to subscribe new shares of the Company totaled $1,120,000 and paid the earnings money of $225,784 in January 2017. On April 1, April 21, April 26 and May 10, 2017, the Company received investment of $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 to be issued to Mr. Yunfei Li. On June 22, 2017, the Company issued the shares to the investors.

From January to March 2019, according to the investment agreements and agreed by the investors, the Company returned partial earnest money of $773,310 (approximately RMB5.2 million) to these investors.

9

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

1. Principal Activities, Basis of Presentation and Organization (continued)

Basis of Presentation and Organization (continued)

At March 31, 2019, the Company had aggregate interest-bearing bank loans of approximately $24.9 million, due in 2019 to 2021, in addition to approximately $82.2 million of other current liabilities.

As of March 31, 2019, the Company had unutilized committed banking facilities of $19.8 million.

On January 7, 2019, the Company entered into a cancellation agreement with two creditors whereby other loans of $5.2 million were canceled 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.

On April 26, 2019, the Company entered into a cancellation agreement with three creditors whereby other loans of $5.73 million were canceled 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.

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.

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.

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CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

1. Principal Activities, Basis of Presentation and Organization (continued)

Recently Adopted Accounting Pronouncements

On January 1, 2019, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. The adoption had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less than 12 months.

Recently Issued Accounting Standards

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 June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The new guidance is effective for SEC filers for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early adoption is permitted. The Company is evaluating the effects of the adoption of this guidance and currently believes that it will impact the accounting of the share-based awards granted to non-employees.

2. Pledged deposits

Pledged deposits as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,		March 31,
	2018		2019
Pledged deposits with bank for:
Bills payable	$	16,014,118	$	16,390,128
Others*		1,225,705		1,256,198
	$	17,239,823	$	17,646,326

* 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, (the “Court of Zhuanghe”) 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 $1,256,198 (RMB 8,430,792), including construction costs of $0.9 million (RMB6.1 million), interest of $29,800 (RMB0.2 million) and compensation of $0.3 million (RMB1.9 million), which the Company 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 $1,256,198 (RMB 8,430,792) 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 one year until August 31, 2018. The Court froze the bank deposits for another one year until August 27, 2019 upon the request of Shenzhen Huijie on August 27, 2018.

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CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

3. Trade Accounts and Bills Receivable, net

Trade accounts and bills receivable as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,			March 31,
	2018			2019
Trade accounts receivable	$	19,054,863		$	20,315,956
Less: Allowance for doubtful accounts		(3,657,173	)		(3,819,724	)
		15,397,690			16,496,232
Bills receivable		6,353,342			320,653
	$	21,751,032		$	16,816,885

Included in trade accounts and bills receivables are retention receivables of $1,119,490and $1,147,340 as of December 31, 2018 and March 31, 2019. Retention receivables are interest-free and recoverable at the end of the retention period of three to five years.

An analysis of the allowance for doubtful accounts is as follows:

	March 31,			March 31,
	2018			2019
Balance at beginning of period	$	3,700,922		$	3,657,173
Provision for the period		11,199			241,549
Reversal – recoveries by cash		(97,852	)		(170,387	)
Charged to consolidated statements of operations and comprehensive (loss) income		(86,653	)		71,162
Foreign exchange adjustment		134,903			91,389
Balance at end of period	$	3,749,172		$	3,819,724

4. Inventories

Inventories as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,		March 31,
	2018		2019
Raw materials	$	1,675,383	$	1,455,516
Work in progress		2,737,415		1,373,975
Finished goods		5,209,563		6,386,132
	$	9,622,361	$	9,215,623

During the three months ended March 31, 2018 and 2019, write-downs of obsolete inventories to lower of cost or market of $1,199 and $62,772, respectively, were charged to cost of revenues.

5. Prepayments and Other Receivables

Prepayments and other receivables as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,			March 31,
	2018			2019
Value added tax recoverable	$	5,359,275		$	5,290,600
Prepayments to suppliers		1,157,966			285,327
Deposits		56,974			47,383
Staff advances		54,207			59,836
Prepaid operating expenses		309,415			522,117
Others		212,617			77,765
		7,150,454			6,283,028
Less: Allowance for doubtful accounts		(7,000	)		(7,000	)
	$	7,143,454		$	6,276,028

12

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

6. Payables to Former Subsidiaries

Payable to former subsidiaries as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,		March 31,
	2018		2019
BAK Tianjin	$	972,913	$	-
BAK Shenzhen		3,328,733		3,259,302
	$	4,301,646	$	3,259,302

Balance as of December 31, 2018 and March 31, 2019 consisted of payables for purchase of inventories from BAK Tianjin and BAK Shenzhen. From time to time, the Company purchased products from these former subsidiaries that they did not produce to meet the needs of its customers.

7. Property, Plant and Equipment, net

Property, plant and equipment as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,			March 31,
	2018			2019
Buildings	$	23,626,924		$	29,285,262
Machinery and equipment		22,159,752			22,920,437
Office equipment		218,581			224,794
Motor vehicles		204,368			194,549
		46,209,625			52,625,042
Impairment		(1,840,596	)		(1,886,386	)
Accumulated depreciation		(5,460,526	)		(6,274,384	)
Carrying amount	$	38,908,503		$	44,464,272

During the three months ended March 31, 2018 and 2019, the Company incurred depreciation expense of $532,213 and $674,847, respectively

The Company has not yet obtained the property ownership certificates of the buildings in its Dalian manufacturing facilities with a carrying amount of $21,749,144 and $27,199,506 as of December 31, 2018 and March 31, 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, the Company assessed the recoverability of the carrying value of the Company’s property, plant and equipment. The impairment charge, if any, represented the excess of carrying amounts of the Company’s property, plant and equipment over the estimated discounted cash flows expected to be generated by the Company’s production facilities. The Company believes that there was no impairment during the three months ended March 31, 2018 and 2019.

8. Construction in Progress

Construction in progress as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,		March 31,
	2018		2019
Construction in progress	$	23,562,557	$	20,033,557
Prepayment for acquisition of property, plant and equipment		1,439,256		938,402
Carrying amount	$	25,001,813	$	20,971,959

Construction in progress as of December 31, 2018 and March 31, 2019 was mainly comprised of capital expenditures for the construction of the facilities and production lines of CBAK Power.

For the three months ended March 31, 2018 and 2019, the Company capitalized interest of $358,929 and $350,672, respectively, to the cost of construction in progress.

13

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

9. Prepaid Land Use Rights, net

Prepaid land use rights as of December 31, 2018 and March 31, 2019 consisted of the followings:

	December 31,			March 31,
	2018			2019
Prepaid land use rights	$	8,167,587		$	8,370,776
Accumulated amortization		(721,470	)		(781,272	)
	$	7,446,117		$	7,589,504
Less: Classified as current assets		(163,352	)		(167,416	)
	$	7,282,765		$	7,422,088

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 $8,456,966 (RMB53.1 million). Other incidental costs incurred totaled $495,477 (RMB3.1 million).

Amortization expenses of the prepaid land use rights were $44,174 and $41,615 for the three months ended March 31, 2018 and 2019, respectively.

10. Intangible Assets, net

Intangible assets as of December 31, 2018 and March 31, 2019 consisted of the followings:

	December 31,			March 31,
	2018			2019
Computer software at cost	$	31,025		$	31,797
Accumulated amortization		(10,156	)		(11,992	)
	$	20,869		$	19,805

Amortization expenses were $699 and $1,574 for the three months ended March 31, 2018 and 2019, respectively.

11. Trade Accounts and Bills Payable

Trade accounts and bills payable as of December 31, 2018 and March 31, 2019 consisted of the followings:

	December 31,		March 31,
	2018		2019
Trade accounts payable	$	23,134,269	$	21,709,607
Bills payable
– Bank acceptance bills (Note 1)		28,911,556		23,563,822
– Commercial acceptance bills		449,238		-
	$	52,495,063	$	45,273,429

All the bills payable are of trading nature and will mature within six months to one year from the issue date.

The bank acceptance bills were pledged by:

(i)	the Company’s bank deposits (Note 2); and
(ii)	$6,353,342 and $229,017 of the Company’s bills receivable as of December 31, 2018 and March 31, 2019, respectively (Note 3).

14

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

12. Loans

Bank loans:

Bank borrowings as of December 31, 2018 and March 31, 2019 consisted of the followings

	December 31, 2018		March 31, 2019
Current maturities of long-term bank loans	$	3,659,324	$	3,750,359
Long-term bank borrowings		20,614,194		21,127,024
	$	24,273,518	$	24,877,383

On June 14, 2016, the Company renewed its banking facilities from Bank of Dandong for loans with a maximum amount of RMB130 million (approximately $19.4 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 $18.9 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 has borrowed a series of bank acceptance bills totaled 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 November 9, 2017, the Company obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million (approximately $14.9 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 $14.3 million) to November 7, 2018. The Company repaid the letter of credit on November 7, 2018.

On June 4, 2018, the Company obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB200 million (approximately $29.8 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, RMB24.0 million ($3.58 million) on June 10, 2019, RMB0.8 million ($0.12 million) on December 10, 2019, RMB74.7 million ($11.13 million) on June 10, 2020, RMB0.8 million ($0.12 million) on December 10, 2020 and RMB66.3 million ($9.88 million) on June 10, 2021. The Company repaid the bank loan of RMB0.8 million ($0.12 million) on December 10, 2018. Under the facilities, the Company borrowed RMB167.0 million (approximately $24.9 million) as of December 31, 2018. The facilities were secured by the Company’s land use rights, buildings, machinery and equipment.

Further, in August 2018, the Company borrowed a total of RMB60 million (approximately $8.9 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 $8.9 million. The Company discounted these two bills payable of even date to China Everbright Bank at a rate of 4.0%.

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 $14.9 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. The Company borrowed a series of bank acceptance bills totaled RMB28.8 million (approximately $4.3 million) for a term until March 7, 2019. The Company repaid the bank acceptance bills on March 7, 2019.

In November 2018, the Company borrowed a total of RMB100 million (approximately $14.9 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 $7.5 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%.

15

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

12. Loans (continued)

On August 2, 2017, the Company obtained one-year term facilities from China Merchants Bank with a maximum amount of RMB100 million (approximately $14.9 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 $3.2 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.

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 facilities were also secured by the Company’s assets with the following carrying amounts:

	December 31, 2018		March 31, 2019
Pledged deposits (note 2)	$	16,014,118	$	16,390,128
Prepaid land use rights (note 9)		7,446,117		7,589,504
Buildings		17,501,902		17,813,978
Machinery and equipment		10,206,100		9,355,930
Bills receivable (note 3)		6,353,342		229,017
	$	57,521,579	$	51,378,557

As of March 31, 2019, the Company had unutilized committed banking facilities of $ 19.8 million.

During the three months ended March 31, 2018 and 2019, interest of $530,456 and $381,275, respectively, was incurred on the Company’s bank borrowings.

Other Short-term Loans

Other short-term loans as of December 31, 2018 and March 31, 2019 consisted of the following:

		December 31,		March 31,
	Note	2018		2019
Advance from related parties
– Tianjin BAK New Energy Research Institute Co., Ltd (“Tianjin New Energy”)	(a)	$	11,095,070	$	5,913,978
– Mr. Xiangqian Li, the Company’s Former CEO	(b)		100,000		100,000
– Mr. Yunfei Li, the Company’s CEO	(c)		116,307		126,267
– Shareholders	(d)		2,035,381		1,308,265
			13,346,758		7,448,510
Advances from unrelated third parties
– Mr. Wenwu Yu	(e)		146,813		150,466
– Ms. Longqian Peng	(e)		654,230		670,505
– Jilin Province Trust Co. Ltd	(f)		-		5,900,446
			801,043		6,721,417
		$	14,147,801	$	14,169,927

(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.

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CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

12. Loans (continued)

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 $3.5 million (RMB23,980,950) and $1.7 million (RMB11,647,890) (collectively $5.2 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. 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 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 $5.3 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. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

(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 refundable deposits paid by certain shareholders in relation to share purchase (note 1) were unsecured, non-interest bearing and repayable on demand.

(e) Advances from unrelated third parties were unsecured, non-interest bearing and repayable on demand.

(f) 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 $6.0 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd.  Under the facilities, the Company borrowed RMB16.4 million ($2.4 million), RMB15.4 million ($2.3 million), RMB6.6 million ($1.0 million) and RMB1.2 million ($0.2 million) on February 1, 2019, February 22, 2019, March 8, 2019 and March 21, 2019 respectively, bearing annual interest from 11.3% to 11.6%.

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CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

13. Accrued Expenses and Other Payables

Accrued expenses and other payables as of December 31, 2018 and March 31, 2019 consisted of the following:

	December 31,		March 31,
	2018		2019
Construction costs payable	$	5,950,746	$	5,694,973
Equipment purchase payable		6,510,571		7,185,125
Liquidated damages (note a)		1,210,119		1,210,119
Accrued staff costs		2,362,466		2,048,789
Compensation costs (note 20(ii))		110,657		113,410
Customer deposits		192,113		303,350
Other payables and accruals		1,864,679		1,980,101
	$	18,201,351	$	18,535,867

(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, 2017 and March 31, 2018, 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, 2017 and March 31, 2018, 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.

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CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

14. Deferred Government Grants

Deferred government grants as of December 31, 2018 and March 31, 2019 consist of the following:

	December 31,			March 31,
	2018			2019
Total government grants	$	4,457,064		$	4,531,107
Less: Current portion		(143,775	)		(147,352	)
Non-current portion	$	4,313,289		$	4,383,755

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 the three months ended March 31, 2017 and 2018.

On October 17, 2014, the Company received a subsidy of RMB46,150,000 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 $38,880 and $36,628 for the three months ended March 31, 2018 and 2019, respectively, against depreciation expenses of the Dalian facilities.

15. Product Warranty Provision

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 twelve 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.

16. Income Taxes, Deferred Tax Assets and Deferred Tax Liabilities

(a) Income taxes in the condensed consolidated statements of comprehensive loss(income)

The Company’s provision for income taxes expenses consisted of:

		Three months ended March 31,
		2018		2019
PRC income tax:
Current	$	-	$	-
Deferred		-		-
	$	-	$	-

United States Tax

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.

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.

19

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

16. Income Taxes, Deferred Tax Assets and Deferred Tax Liabilities (continued)

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 income and estimated tax payments will be made when required by U.S. law.

No provision for income taxes in the United States or elsewhere has been made as CBAK had no taxable income for the three months ended March 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 three months ended March 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:

	Three months ended March 31,
	2018			2019
Loss before income taxes	$	(2,567,833	)	$	(2,807,333	)
United States federal corporate income tax rate		21	%		21	%
Income tax credit computed at United States statutory corporate income tax rate		(539,245	)		(589,540	)
Reconciling items:
Rate differential for PRC earnings		(86,779	)		(99,031	)
Non-deductible expenses		66,086			65,802
Share based payments		17,550			3,826
Valuation allowance on deferred tax assets		542,388			618,943
Income tax expenses	$	-		$	-

20

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

16. Income Taxes, Deferred Tax Assets and Deferred Tax Liabilities (continued)

A reconciliation of the provision for income taxes determined at the statutory income tax rate to the Company’s income taxes is as follows:

(a) Deferred tax assets and deferred tax liabilities

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 March 31, 2019 are presented below:

	December 31,			March 31,
	2018			2019
Deferred tax assets
Trade accounts receivable	$	1,031,389		$	1,008,784
Inventories		1,715,161			1,773,613
Property, plant and equipment		618,416			332,924
Provision for product warranty		562,654			584,054
Net operating loss carried forward		26,595,654			27,442,842
Valuation allowance		(30,523,274	)		(31,142,217	)
Deferred tax assets, non-current	$	-		$	-
Deferred tax liabilities, non-current	$	-		$	-

As of December 31, 2018 and March 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 and the Company’s PRC subsidiaries had net operating loss carry forwards of $19,374,795 and $22,763,547, respectively, which will expire in various years through 2028. 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.

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.

21

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

16. Income Taxes, Deferred Tax Assets and Deferred Tax Liabilities (continued)

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, 2019 through March 31, 2019 amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

	Gross UTB		Surcharge		Net UTB
Balance as of January 1, 2019	$	7,129,285	$	-	$	7,129,285
Increase in unrecognized tax benefits taken in current period		177,360		-		177,360
Balance as of March 31, 2019	$	7,306,645	$	-	$	7,306,645

As of December 31, 2018 and March 31, 2019, the Company had not accrued any interest and penalties related to unrecognized tax benefits.

17. 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 and nil for three months ended March 31, 2018 and 2019, in respect of the restricted shares granted on June 30, 2015, respectively.

All the restricted shares granted in respect of the restricted shares granted on June 30, 2015 had been vested on March 31, 2018. The Company recorded non-cash share-based compensation expense of nil for three months ended March 31, 2019.

As of March 31, 2019, there was no unrecognized stock-based compensation associated with the above restricted shares. As of March 31, 2019, 1,667 vested shares were to be issued.

22

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

17. Share-based Compensation (continued)

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 $66,413 for the three months ended March 31, 2018, in respect of the restricted shares granted on April 19, 2016.

The Company recorded non-cash share-based compensation expense of $18,219 for the three months ended March 31, 2019, in respect of the restricted shares granted on April 19, 2016.

As of March 31, 2019, non-vested restricted shares granted on April 19, 2016 are as follows:

Non-vested shares as of January 1, 2019	84,830
Granted	-
Vested	-
Forfeited	-
Non-vested shares as of March 31, 2019	84,830

As of March 31, 2019, there was unrecognized stock-based compensation of $18,222 associated with the above restricted shares. As of March 31, 2019, 56,165 vested shares were to be issued.

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 three months ended March 31, 2018 and 2019.

18. Loss Per Share

The following is the calculation of loss per share:

	Three months ended March 31,
	2018			2019
Net loss	$	(2,567,833	)	$	(2,807,333	)
Less: Net loss attributable to non-controlling interests		-			19,941
Net loss attributable to shareholders of CBAK Energy Technology, Inc.	$	(2,567,833	)	$	(2,787,392	)
Weighted average shares used in basic and diluted computation (note)		26,502,086			28,610,072
Loss per share – basic and diluted	$	(0.10	)	$	(0.10	)

Note: Including 324,665 and 57,832 vested restricted shares granted pursuant to the 2015 Plan that were not yet issued for the three months ended March 31, 2018 and 2019, respectively.

For the three months ended March 31, 2018 and 2019, and 255,500 and 84,830 unvested restricted shares were anti-dilutive and excluded from shares used in the diluted computation.

23

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

19. 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, pledged deposits, trade accounts and bills receivable and payable, other receivables, balances with former subsidiaries, 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.

20. Commitments and Contingencies

(i) Capital Commitments

As of December 31, 2018 and March 31, 2019, the Company had the following contracted capital commitments:

	December 31,		March 31,
	2018		2019
For construction of buildings	$	3,439,794	$	3,525,368
For purchases of equipment		2,226,776		1,249,345
Capital injection to CBAK Power and CBAK Trading (Note 1)		20,400,000		20,400,000
	$	26,066,570	$	25,174,713

(ii) Litigation

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 our 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 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, (the “Court of Zhuanghe”) 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 $1,256,198 (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 $29,800 (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 $1,256,198 (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. On August 27, 2018, the Court of Zhuanghe again froze the bank deposits for another one year until August 27, 2019. On June 30, 2017, 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 $1,360,361(RMB9,129,868). As of March 31, 2019, the Company has already paid RMB 10,962,140 (approximately $1,633,372) and accrued $0.9 million (RMB 6.1 million) for the construction cost incurred and completed by Shenzhen Huijie.

24

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

20. Commitments and Contingencies (continued)

In late February 2018, CBAK Power received a notice from Court of Zhuanghe that Shenzhen Huijie filed another lawsuit against CBAK Power for the breach of contract pursuant to the terms of a fire-control contract. The plaintiff sought a total amount of RMB244,942 ($36,497), including construction costs of RMB238,735 ($35,572) and interest of RMB6,207 ($925), the Company has accrued for these amounts as of December 31, 2017. 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 ($25,335). On October 16, 2018, the Court of Zhuanghe determined that CBAK Power should pay RMB 77,042 ($11,479) 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 Court of Dalian dismissed the appeal by Shenzhen Huijie and affirmed the original judgement.

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 ($2,723,720), including goods amount of RMB17,428,000 ($2,596,792) and interest of RMB851,858 ($126,928). On December 19, 2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,596,792) and the interest until the goods amount was paid off, and a litigation fee of RMB131,480 ($19,591). Anyuan Bus did not appeal and as a result, the judgment is currently in the enforcement phase. On June 29, 2018, the Company filed application petition 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. 

As of December 31, 2018 and March 31, 2019, the Company had made a full provision against the receivable from Anyuan Bus of RMB 17,428,000 ($2,596,792).

25

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

21. Concentrations and Credit Risk

(a) Concentrations

The Company had the following customers that individually comprised 10% or more of net revenue for the three months ended March 31, 2018 and 2019 as follows:

	Three months ended March 31,
	2018				2019
Customer A	$	1,162,051	35.08	%	$	1,241,675	24.01	%
Customer B		693,347	20.93	%		*	*
Customer C		383,773	11.58	%		*	*
Customer D		374,213	11.30	%		*	*
Customer E		*	*			1,321,428	25.55	%
Customer F		*	*			1,071,820	20.72	%
Customer G		*	*			735,494	14.22	%

* Comprised less than 10% of net revenue for the respective period.

The Company had the following customers that individually comprised 10% or more of accounts receivable as of December 31, 2018 and March 31, 2019 as follows:

	December 31, 2018				March 31, 2019
Customer A	$	1,769,416	11.49	%	$	2,611,583	15.83	%
Customer H		4,283,023	27.82	%		4,389,574	26.61	%
Customer I		2,293,257	14.89	%		2,350,307	14.25	%

For the three months ended March 31, 2018 and 2019, the Company recorded the following transactions:

	Three months ended March 31,
	2018		2019
Purchase of inventories from
BAK Tianjin	$	480	$	-
Sales of finished goods to
BAK Tianjin		10,080		-
BAK Shenzhen*	$	-	$	83,841

* Mr. Xiangqian Li, the 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 March 31, 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. Historically, such losses have been within management’s expectations.

26

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2018 and 2019

(Unaudited)

(In US$ except for number of shares)

22. 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: aluminium-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 and its subsidiaries (see Note 1), the Company focused on producing high-power lithium battery cells. Net revenues for the three months ended March 31, 2018 and 2019 were as follows:

Net revenues by product:

	Three months ended March 31,
	2018		2019
High power lithium batteries used in:
Electric vehicles	$	65,362	$	1,214,086
Light electric vehicles		1,508		-
Uninterruptable supplies		3,245,927		3,957,589
Total	$	3,312,797	$	5,171,675

Net revenues by geographic area:

	Three months ended March 31,
	2018		2019
Mainland China	$	2,823,575	$	4,746,726
Europe		104,231		-
PRC Taiwan		324		452
Israel		383,772		121,678
USA		895		223,465
India		-		79,354
Total	$	3,312,797	$	5,171,675

Substantially all of the Company’s long-lived assets are located in the PRC.

23. Subsequent Events

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 $5.3 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 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. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the Shares.

27

ITEM 2. 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. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A, “Risk Factors” described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

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. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

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;

● “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.

● “CBAK Suzhou” are to our PRC subsidiary, CBAK New Energy (Suzhou) Co., Ltd.

On May 4, 2018, CBAK New Energy (Suzhou) Co., Ltd, a subsidiary of CBAK Power, was established in Suzhou, China. CBAK Suzhou is intended to focuses on the development and manufacture of new energy high power battery packs.

28

Effective on November 30, 2018, the trading symbol for our common stock, which trades on the Nasdaq Global Market, was changed from CBAK to CBAT.

Overview

Our Dalian manufacturing facilities began its partial commercial operations in July 2015. We are now 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 have received 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 receivables from our former subsidiaries that were disposed in June 2014. For now, we have equipped with complete production equipment which can fulfill most of our customers’ needs. We have outsourced and will continue to outsource special production which we do not product to other manufacturers until our Dalian manufacturing facility can fulfill our customers’ needs, if necessary.

On January 16, 2017, the Board of Directors of the Company approved a change in the Company’s fiscal year end from September 30 to December 31. As a result of the change, our 2017 fiscal year began on January 1, 2017 and ended on December 31, 2017.

We generated revenues of $5.2 million and $3.3 million for the three months ended March 31, 2019 and 2018, respectively. We had a net loss of $2.8 million and $2.6 million in the three months ended March 31, 2019 and 2018 respectively. As of March 31, 2019, we had an accumulated deficit of $168.2 million and net assets of $3.0 million. We had a working capital deficiency and accumulated deficit from recurring net losses and short-term debt obligations maturing in less than one year as of March 31, 2019.

On June 14, 2016, we renewed our banking facilities from Bank of Dandong for loans with a maximum amount of RMB130 million (approximately $19.4 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., the Company’s former subsidiary (“Shenzhen BAK”). Under the banking facilities, we borrowed various three-year term bank loans that totaled RMB126.8 million (approximately $18.9 million), bearing fixed interest at 7.2% per annum. We also borrowed various bank acceptance of RMB3.2 million (approximately $0.5 million) under the facilities. 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. The Company has borrowed a series of bank acceptance bills totaled RMB5.0 million (approximately $0.7 million) for a term until October 17, 2018. We repaid the bank acceptance bills on October 17, 2018.

On November 9, 2017, we obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million (approximately $14.9 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. We borrowed a net letter of credit of RMB96.1 million (approximately $14.3 million) to November 7, 2018. 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 $29.8 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 ($3.62 million) on June 10, 2019, RMB0.8 million ($0.12 million) on December 10, 2019, RMB74.7 million ($11.13 million) on June 10, 2020, RMB0.8 million ($0.12 million) on December 10, 2020 and RMB66.3 million ($9.88 million) on June 10, 2021. We repaid the bank loan of RMB0.8 million ($0.12 million) on December 10, 2018. Under the facilities, we borrowed RMB167.0 million (approximately $24.9 million) as of March 31, 2019. The facilities were secured by our land use rights, buildings, machinery and equipment.

29

Further, in August 2018, we borrowed a total of RMB60 million (approximately $8.9 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 $8.9 million. We discounted these two bills payable of even date to China Everbright Bank at a rate of 4.0%.

On August 22, 2018, we obtained one-year term facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million (approximately $14.9 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. We borrowed a series of bank acceptance bills totaled RMB28.8 million (approximately $4.3 million) for a term until March 7, 2019. We repaid the bank acceptance bills on March 7, 2019.

In November 2018, we borrowed a total of RMB100 million (approximately $14.9 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 $7.5 million) and the 100% equity in CBAK Power held by BAK Asia. We discounted the bills payable of even date to China Everbright Bank at a rate of 4.0%.

On August 2, 2017, we obtained one-year term facilities from China Merchants Bank with a maximum amount of RMB100 million (approximately $14.9 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 $3.2 million) for a term until October 25, 2018. The facilities expired on August 1, 2018 and we repaid the bills on October 25, 2018.

We 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).

As of March 31, 2019, we had unutilized committed banking facilities of $19.8 million.

In June 2016, we received 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, 2016, we received further advances of $2.6 million from Mr. Jiping Zhou. On July 28, 2016, to convert these advances into equity interests in our Company, we 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 our common stock, at $2.5 per share, for an aggregate consideration of approximately $5.52 million. On August 17, 2016, we issued these shares to the investors.

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 eight investors paid the Company a total of $2.06 million as earnest money which should be returned to the investors after the investment amount was delivered. Mr. Yunfei Li agreed to subscribe new shares of the Company totaled $1,120,000 and paid the earnings money of $225,784 in January 2017. On April 1, April 21, April 26 and May 10, 2017, the Company received investment of $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 to be issued to Mr. Yunfei Li. On June 22, 2017, the Company issued the shares to the investors.

From January to March 2019, according to the investment agreements and agreed by the investors, we returned partial earnest money of $773,310 (approximately RMB5.2 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 whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $3.5 million (RMB23,980,950) and $1.7 million (RMB11,647,890) (totaled $5.2 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively.

30

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 $5.3 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 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.

In the meanwhile, due to the growing environmental pollution problem, the Chinese government has been providing vigorous 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, especially from the electric car 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 central 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 central government and local government. According to the policy, it regulates a certain subsidy standard for various types of electric vehicles in connection with the endurance mileage, battery pack energy density, energy consumption level, which means new energy vehicles providing long driving range and high technical performance will get higher subsidies. For the purposes of establishing a long-term mechanism for the administration of energy conservation and new energy vehicles, and promoting the sound development of the automobile industry, Chinese government reduced the subsidy standard for electric vehicles once a year while made several other policies to stimulate the increase of new energy vehicles. On December 26, 2017, the Chinese central government issued a policy for exemption of purchase tax for electric vehicles for another three years until 2020.

On September 28, 2017, 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, Chinese government will calculate and examine the Average Fuel Consumption Credits and New Energy Vehicle Credits of passenger vehicle enterprises. If the enterprises get negative credits on the declaration day, the production of high-fuel consumption vehicles will be suspended. The positive credits of average fuel consumption of passenger vehicle enterprises may be carried forward or transferred among affiliated enterprises. A passenger vehicle enterprise’s negative credits of new energy vehicles shall be subject to compensation and zeroing through purchasing positive credits of new energy vehicles. Accordingly, the automobile industry should 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 policies in the long term will result in a healthy development of the new energy vehicles market as a whole. However, in the short term many electric vehicle manufacturers are inevitably adversely impacted by the decreasing subsidy, and the price of EV batteries in Chinese market decreased sharply as a result. Given the adverse market environment, we focused our resources on the existing cylindrical batteries for UPS market and temporarily reduce the investment on R&D of new products for electric vehicle market and cut down the EV batteries selling before the market stabilizes.

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Financial Performance Highlights for the Quarter Ended March 31, 2019

The following are some financial highlights for the quarter ended March 31, 2019:

● Net revenues: Gross loss: Operating loss: Net loss: Fully diluted loss per share:

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 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 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, advertising cost, depreciation, share-based compensation, travel and entertainment expenses and product warranty expense. 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 income tax at a rate of 25%. Our Hong Kong subsidiary BAK Asia is subject to a profits tax at a rate of 16.5%. However, because we did not have any assessable income derived from or arising in the region, the entity had not paid any such tax.

32

Results of Operations

Comparison of Three Months Ended March 31, 2019 and 2018

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues.

(All amounts, other than percentages, in thousands of U.S. dollars)

	Three Months ended March 31,						Change
	2018			2019			$			%
Net revenues	$	3,313		$	5,172			1,859			56
Cost of revenues		(3,660	)		(5,401	)		(1,741	)		48
Gross loss		(347	)		(229	)		118			-34
Operating expenses:
Research and development expenses		817			433			(384	)		-47
Sales and marketing expenses		205			364			159			78
General and administrative expenses		1,131			1,441			310			27
(Recovery of) Provision for doubtful accounts		(87	)		71			158			-182
Total operating expenses		2,066			2,309			243			12
Operating loss		(2,413	)		(2,538	)		(125	)		5
Finance expenses, net		(171	)		(287	)		(116	)		68
Other income, net		16			18			2			13
Loss before income tax		(2,568	)		(2,807	)		(239	)		9
Income tax expenses		-			-			-			-
Net loss	$	(2,568	)	$	(2,807	)		(239	)		9
Less: Net loss attributable to non-   controlling interests		-			20			20			n/a
Net loss attributable to shareholders of CBAK Energy Technology, Inc.		(2,568	)		(2,787	)		(219	)		9

Net revenues. Net revenues were $5.2 million for the three months ended March 31, 2019, as compared to $3.3 million for the same period in 2018, representing an increase of $1.9 million, or 56%.

The following table sets forth the breakdown of our net revenues by end-product applications derived from high-power lithium batteries.

(All amounts in thousands of U.S. dollars other than percentages)

	Three months ended March 31,				Change
	2018		2019		$			%
High power lithium batteries used in:
Electric vehicles	$	65	$	1,214		1,149			1,768
Light electric vehicles		2		-		(2	)		(100	)
Uninterruptable supplies		3,246		3,958		712			22
Total	$	3,313	$	5,172		1,859			56

Net revenues from sales of batteries for electric vehicles were $1.2 million for the three months ended March 31, as compared to $65,000 in the same period of 2018, representing an increase of $1 million, or 1,768%. Pursuant to the “Notice on further completing the Policy of Financial Subsidy for the Promotion and Application of New Energy Vehicles” (Notice 2019), jointly released by the Ministry of Finance, the Ministry of Industry and Information Technology, the Ministry of Science and Technology and the National Development and Reform Commission of the PRC on March 26, 2019, new subsidy standards have been implemented for new energy vehicles sold in China after June 25, 2019. As a result, new energy vehicles will receive different subsidies based on their driving range and technical performance. New energy vehicles providing long driving range and high technical performance will get higher subsidies. We believe the above policies will in 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, and ultimately foster strategic development of the new energy vehicles. In the first quarter of 2019, we sourced new customers for our EV products.

Net revenues from sales of batteries for light electric vehicles was nil for the three months ended March 31, 2019, compared to approximately $2,000 in the same period of 2018, representing a decrease of $2,000, or 100%.

Net revenues from sales of batteries for uninterruptable power supplies (“UPS”) was $4.0 million in the three months ended March 31, 2019, as compared with $3.2 million in the same period in 2018, representing an increase of $0.7 million, or 21.9%. In the first quarter of 2019, we secured new customers for our UPS products.

Cost of revenues. Cost of revenues increased to $5.4 million for the three months ended March 31, 2019, as compared to $3.7 million for the same period in 2018, an increase of $1.7 million, or 46%. Included in cost of revenues were write down of obsolete inventories of $62,772 for three months ended March 31, 2019, while it was $1,199 for the same period in 2018. We write down the inventory value whenever there is an indication that it is impaired. However, further write-down may be necessary if market conditions continue to deteriorate.

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Gross loss. Gross loss for the three months ended March 31, 2019 was $0.2 million, or 4.4% of net revenues as compared to gross loss of $0.3 million, or 10.5% of net revenues, for the same period in 2018. Our new Dalian facilities commenced manufacturing activities in July 2015. Inefficiency was inevitably caused by the operation of the newly installed machinery and newly hired production staff. In particular, we need to maintain a high level of skilled production staff, in anticipation of the increased demand for our products following the release of the government subsidy policy of new energy vehicles in 2019. In 2019 Q1, the qualified rate of our product has improved due to cost control and enhancement works on production line. As a result, our gross loss rate improved in the quarter ended March 31, 2019.

Research and development expenses. Research and development expenses decreased to approximately $0.4 million for the three months ended March 31, 2019, as compared to approximately $0.8 million for the same period in 2018, a decrease of $0.4 million, or 48%. The decrease was primarily resulted from the materials and consumable expenses decreased by approximately $0.4 million. We incurred more R&D expenses in 2018 on testing new materials with an aim to diversify our raw material supply sources and reduce our exposure to possible price fluctuations and cut the cost. Meanwhile, we attempted to research and develop higher energy and higher quality lithium batteries to cater the market demand.

Sales and marketing expenses. Sales and marketing expenses increased to approximately $0.4 million for the three months ended March 31, 2019, as compared to approximately $0.2 million for the same period in 2018, an increase of approximately $0.2 million, or 78%. As a percentage of revenues, sales and marketing expenses were 7.0% and 6.2% for the three months ended March 31, 2019 and 2018, respectively. For the period ended March 31, 2019, in order to secure orders from new customers, we paid more on product quality certification and we have engaged an agency company for sourcing new customers, commission was calculated based on the quantity sold to the customers referred by the agent.

General and administrative expenses. General and administrative expenses increased to $1.4 million, or 27.9% of revenues, for the three months ended March 31, 2019, as compared to $1.1 million, or 34.1% of revenues, for the same period in 2018, representing an increase of $0.3 million, or 27%. The increase was mainly due to $0.3 million loss from disposal of machines in the quarter ended March 31, 2019.

Operating loss. As a result of the above, our operating loss totaled $2.5 million for the three months ended March 31, 2019, as compared to $2.4 million for the same period in 2018, representing an increase of $0.1 million, or 5%.

Finance costs, net. Finance costs consist primarily of interest income and interest on bank loans, net of capitalized interest.

Income tax. Income tax was nil for the three months ended March 31, 2019 and 2018.

Net loss. As a result of the foregoing, we had a net loss of $2.8 million for the three months ended March 31, 2019, compared to net loss of $2.6 million for the same period in 2018.

Liquidity and Capital Resources

We have financed our liquidity requirements from short-term bank loans, other short-term loans and bills payable under bank credit agreements, advances from our related and unrelated parties, investors and issuance of capital stock.

We incurred a net loss of $2.8 million for the three months ended March 31, 2019. As of March 31, 2019, we had cash and cash equivalents of $0.2 million. Our total current assets were $51.1 million and our total current liabilities were $85.9 million, resulting in a net working capital deficiency of $34.8 million. These factors raise substantial doubts about our ability to continue as a going concern.

As disclosed under Item 2 of PART I, “BUSINESS—Overview”, we have obtained banking facilities from various local banks in China. As of March 31, 2019, we had unutilized committed banking facilities of $19.8 million.

We are currently 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.

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In the meanwhile, due to the growing environmental pollution problem, the Chinese government is currently providing vigorous support to the new energy facilities and vehicle. It is expected that we will be able to secure more potential orders from the new energy market, especially from the electric car market. We believe with that the booming future market demand in high power lithium ion products, we can continue as a going concern and return to profitability.

The accompanying condensed consolidated financial statements 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 condensed 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.

The following table sets forth a summary of our cash flows for the periods indicated:

(All amounts in thousands of U.S. dollars)

	Three Months Ended March 31,
	2018			2019
Net cash provided by (used in) operating activities	$	2,402		$	(4,024	)
Net cash used in investing activities		(4,464	)		(1,222	)
Net cash provided by financing activities		2,642			5,010
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		402			439
Net increase in cash and cash equivalents, and restricted cash		982			203
Cash and cash equivalents, and restricted cash at the beginning of period		10,749			17,689
Cash and cash equivalents, and restricted cash at the end of period	$	11,731		$	17,892

Operating Activities

Net cash used in operating activities was $4.0 million in the three months ended March 31, 2019, as compared with net cash provided by operating activities of $2.4 million in the same period in 2018. The net cash used in operating activities was mainly attributable to settlement of trade accounts and bills payable of $8.3 million, our net loss (before loss on disposal of property, plant and equipment, and excluding non-cash depreciation and amortization) of $1.9 million and $1.1 million on settlement of trade payables to former subsidiaries, partially offset by a decrease of $1.3 million for prepayments and other receivables and a decrease of $5.4 million for trade accounts and other receivables.

Investing Activities

Net cash used in investing activities was $1.2 million for the three months ended March 31, 2019, as compared to $4.5 million in the same period of 2018. The net cash used in investing activities comprised the purchases of property, plant and equipment and construction in progress.

Financing Activities

Net cash provided by financing activities was $5.0 million in the three months ended March 31, 2019, compared to $2.6 million during the same period in 2018. The net cash provided by financing activities in the three months ended March 31, 2019 mainly comprised borrowing of $5.9 million from an unrelated party, $0.3 million from related parties, partially offset by repayment of borrowing of $0.4 million from related parties and repaid $0.8 million of earnest money to our shareholders.

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As of March 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)

	Maximum amount available		Amount borrowed
Long-term credit facilities:
Bank of Dandong	$	29,675	$	24,877
Other lines of credit:
Industrial Bank Co., Ltd		229		229
China Everbright Bank		38,232		23,332
		38,461		23,561
Other short term loan:
Jilin Province Trust Co. Ltd		5,960		5,900
Total	$	74,096	$	54,338

Capital Expenditures

We incurred capital expenditures of $1.2 million and $4.5 million in the three months ended March 31, 2019 and 2018, respectively. Our capital expenditures were used primarily to construct our manufacturing facilities in Dalian.

We estimate that our total capital expenditures for the year ending December 31, 2019 will reach approximately $6.0 million. Such funds will be used to construct new plants and expand new automatic manufacturing lines to fulfill our customer demands.

Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of March 31, 2019:

(All amounts in thousands of U.S. dollars)

	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Contractual Obligations
Short-term bank loans	$	3,750	$	3,750	$	-	$	-	$	-
Long-term bank loans		21,127		-		21,127		-		-
Bills payables		23,564		23,564		-		-		-
Payable to former subsidiaries		3,259		3,259		-		-		-
Other short-term loans		14,170		14,170		-		-		-
Capital injection to CBAK Trading		400		400		-		-		-
Capital injection to CBAK Power		20,000		20,000		-		-		-
Capital commitments for construction of buildings		3,525		3,525		-		-		-
Capital commitments for purchase of equipment		1,249		1,249		-		-		-
Future interest payment on bank loans		2,851		1,950		901		-		-
Total	$	93,895	$	71,867	$	22,028	$	-	$	-

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 March 31, 2019.

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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.

Critical Accounting Policies

Our condensed 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.

For a description of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Critical Accounting Policies” and Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. For Revenue Recognition refer to Note 1 to the unaudited consolidated financial statements contained herein.

Changes in Accounting Standards

Please refer to note 1 to our condensed consolidated financial statements, “Principal Activities, Basis of Presentation and Organization –Recently Issued Accounting Standards,” for a discussion of relevant pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. 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 Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 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 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 Chief Financial Officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2019.

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As we disclosed in our Annual Report on Form 10-K filed with the SEC on April 16, 2019, during our assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, management 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.

● 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:

● Mr. Wenwu Wang was appointed by the Board of Directors of the Company as the Chief Financial Officer on August 21, 2017.

● We plan to make necessary changes by providing training 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 quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. 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 a material 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 (the “Court of Zhuanghe”) 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 $1,256,1905 (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 $29,800 (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 $1,256,198 (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. On August 27, 2018, the Court of Zhuanghe again froze the bank deposits for another one year until August 27, 2019. On June 30, 2017, 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 (the “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 $1,360,361 (RMB9,129,868). As of December 31, 2018, the Company has already paid RMB 10,962,140 (approximately $1,633,372) and accrued $0.9 million (RMB 6.1 million) for the construction cost incurred and completed by Shenzhen Huijie.

In late February 2018, CBAK Power received a notice from the Court of Zhuanghe that Shenzhen Huijie filed another lawsuit against CBAK Power for the breach of contract pursuant to the terms of a fire-control contract. The plaintiff sought a total amount of RMB244,942 ($36,497), including construction costs of RMB238,735 ($35,572) and interest of RMB6,207 ($925), the Company has accrued for these amounts as of December 31, 2017. 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 ($25,335). On October 16, 2018, the Court of Zhuanghe determined that CBAK Power should pay RMB 77,042 ($11,479) 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 Court of Dalian dismissed the appeal by Shenzhen Huijie and affirmed the original judgement.

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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 ($2,723,720), including goods amount of RMB17,428,000 ($2,596,792) and interest of RMB851,858 ($126,928). On December 19, 2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,596,792) and the interest until the goods amount was paid off, and a litigation fee of RMB131,480 ($19,591). Anyuan Bus did not appeal and as a result, the judgment is currently in the enforcement phase. On June 29, 2018, we filed application petition 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 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 of Zhuanghe. 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 an appellate petition to the Court of Dalian challenging the judgment from the Court of Zhuanghe.

As of March 31, 2019, the Company had made a full provision against the receivable from Anyuan Bus of RMB 17,428,000 ($2,596,792).

ITEM 1A. RISK FACTORS.

There are no material changes from the risk factors previously disclosed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.	Description
31.1	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted 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

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SIGNATURES

Pursuant to the requirements 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 20, 2019

CBAK ENERGY TECHNOLOGY, INC.
By:	/s/ Yunfei Li
	Yunfei Li
	Chief Executive Officer
By:	/s/ Wenwu Wang
	Wenwu Wang
	Chief Financial Officer

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