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: June 30, 2020

 

 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   (I.R.S. Employer
incorporation or organization)   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)

 

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 Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐ 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 ☒

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 12, 2020 is as follows:

 

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

65,149,690

 

 

 

 

 

 

 

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. 39
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 57
Item 4. Controls and Procedures. 57
     
PART II
OTHER INFORMATION
     
Item 1. Legal Proceedings. 58
Item 1A. Risk Factors. 61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 61
Item 3. Defaults Upon Senior Securities. 61
Item 4. Mine Safety Disclosures. 61
Item 5. Other Information. 61
Item 6. Exhibits. 61

 

i

 

 

PART I
FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CBAK ENERGY TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2020

 

Contents   Page(s)
Condensed Consolidated Balance Sheets as of December 31, 2019 and June 30, 2020 (unaudited)   2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2019 and  2020 (unaudited)   3
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2019 and 2020 (unaudited)   4 - 5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2020 (unaudited)   6
Notes to the Condensed Consolidated Financial Statements (unaudited)   7 – 38

 

1

 

 

CBAK Energy Technology, Inc. and Subsidiaries
Condensed consolidated balance sheets
As of December 31, 2019 and June 30, 2020
(Unaudited)
(In US$ except for number of shares)

  

        December 31,     June 30,  
    Note   2019     2020  
              (Unaudited)  
Assets                
Current assets                
Cash and cash equivalents       $ 1,612,957     $ 155,809  
Pledged deposits   2     5,520,991       6,015,177  
Trade accounts and bills receivable, net   3     7,952,420       11,547,459  
Inventories   4     8,666,714       5,359,576  
Prepayments and other receivables   5     4,735,913       4,425,349  
                     
Total current assets         28,488,995       27,503,370  
                     
Property, plant and equipment, net   7     38,177,565       35,622,684  
Construction in progress   8     21,707,624       22,258,654  
Right-of-use assets   9     7,194,195       7,010,713  
Intangible assets, net   10     15,178       12,387  
                     
Total assets       $ 95,583,557     $ 92,407,808  
                     
Liabilities                    
Current liabilities                    
Trade accounts and bills payable   11   $ 15,072,108     $ 14,763,405  
Short-term bank borrowings   12     5,730,289       5,647,478  
Current maturities of long-term bank loans   12     10,844,463       19,914,792  
Other short-term loans   12     7,351,587       5,139,510  
Notes payable   16     2,846,736       2,435,347  
Accrued expenses and other payables   13     15,527,589       14,664,868  
Payables to former subsidiaries, net   6     1,483,352       1,508,523  
Deferred government grants, current   14     142,026       139,974  
                     
Total current liabilities         58,998,150       64,213,897  
                     
Long-term bank loans, net of current maturities   12     9,519,029       -  
Deferred government grants, non-current   14     4,118,807       3,989,298  
Product warranty provision   15     2,246,933       2,140,568  
Long term tax payable   17     7,042,582       6,940,808  
                     
Total liabilities       $ 81,925,501     $ 77,284,571  
                     
Commitments and contingencies   21                
                     
Shareholders’ equity (deficit)                    
Common stock $0.001 par value; 500,000,000 authorized; 53,220,902 issued and 53,076,696 outstanding as of December 31, 2019, 63,802,338 issued and 63,658,132 outstanding as of June 30, 2020         53,222       63,803  
Donated shares         14,101,689       14,101,689  
Additional paid-in capital         180,208,610       185,487,657  
Statutory reserves         1,230,511       1,230,511  
Accumulated deficit         (176,177,413 )     (179,734,609 )
Accumulated other comprehensive loss         (1,744,730 )     (2,016,076 )
          17,671,889       19,132,975  
Less: Treasury shares         (4,066,610 )     (4,066,610 )
Total shareholders’ equity         13,605,279       15,066,365  
Non-controlling interests         52,777       56,872  
Total equity         13,658,056       15,123,237  
                     
Total liabilities and shareholder’s equity       $ 95,583,557     $ 92,407,808  

  

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 and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

        Three months ended June 30,     Six months ended June 30,  
    Note   2019     2020     2019     2020  
Net revenues   23   $ 4,270,936     $ 4,624,247     $ 9,442,611     $ 11,525,521  
Cost of revenues         (4,490,512 )     (4,536,637 )     (9,891,195 )     (11,231,908 )
Gross (loss) profit         (219,576 )     87,610       (448,584 )     293,613  
Operating expenses:                                    
Research and development expenses         (513,417 )     (385,224 )     (946,933 )     (684,154 )
Sales and marketing expenses         (262,407 )     (100,707 )     (626,421 )     (194,478 )
General and administrative expenses         (817,809 )     (756,946 )     (2,258,504 )     (1,872,564 )
(Provision for) recovery of doubtful accounts         (252,776 )     245,484       (323,938 )     (427,702 )
Total operating expenses         (1,846,409 )     (997,393 )     (4,155,796 )     (3,178,898 )
Operating loss         (2,065,985 )     (909,783 )     (4,604,380 )     (2,885,285 )
Finance expenses, net         (361,982 )     (385,208 )     (648,982 )     (813,291 )
Other income, net         93,793       96,824       111,855       146,298  
Loss before income tax         (2,334,174 )     (1,198,167 )     (5,141,507 )     (3,552,278 )
Income tax expense   17     -       -       -       -  
Net loss         (2,334,174 )     (1,198,167 )     (5,141,507 )   $ (3,552,278 )
Less: Net loss (profit) attributable to non-controlling interest         16,790       952       36,731       (4,918 )
Net loss attributable to CBAK Energy Technology, Inc.       $ (2,317,384 )   $ (1,197,215 )   $ (5,104,776 )   $ (3,557,196 )
                                     
Net loss         (2,334,174 )     (1,198,167 )     (5,141,507 )     (3,552,278 )
Other comprehensive income                                    
– Foreign currency translation adjustment         (224,864 )     29,876       (63,539 )     (272,169 )
Comprehensive loss         (2,559,038 )     (1,168,291 )     (5,205,046 )     (3,824,447 )
Less: Comprehensive loss (income) attributable to non-controlling interest         16,834       945       39,136       (4,095 )
Comprehensive loss attributable to CBAK Energy Technology, Inc.       $ (2,542,204 )   $ (1,167,346 )   $ (5,165,910 )   $ (3,828,542 )
                                     
Loss per share   19                                
– Basic and diluted       $ (0.07 )   $ (0.02 )   $ (0.16 )   $ (0.06 )
                                     
Weighted average number of shares of common stock:   19                                
– Basic and diluted         35,379,994       60,430,255       32,095,479       56,877,900  

 

See accompanying notes to the condensed consolidated financial statements.

 

3

 

 

CBAK Energy Technology, Inc. and Subsidiaries

Condensed consolidated statements of changes in shareholders’ equity (deficit)

For the three months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

                                        Accumulated                 Total  
    Common stock issued           Additional                 other     Non-     Treasury shares     shareholders’  
    Number           Donated     paid-in     Statutory     Accumulated     comprehensive     Controlling     Number           equity  
    of shares     Amount     shares     capital     reserves     deficit     loss     interest     of shares     Amount     (deficit)  
Balance as of April 1, 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  
                                                                                         
Capital contribution from non-controlling interests of a subsidiary     -       -       -       -       -       -       -       31,887       -       -       31,887  
Net loss     -       -       -       -       -       (2,317,384 )     -       (16,790 )     -       -       (2,334,174 )
Share-based compensation for employee and director stock awards     -       -       -       18,422       -       -       -       -       -       -       18,422  
Common stock issued to investors     5,205,905       5,206       -       5,721,289       -       -       -       -       -       -       5,726,495  
Foreign currency translation adjustment     -       -       -       -       -       -       (224,821 )     (43 )     -       -       (224,864 )
                                                                                         
Balance as of June 30, 2019     37,095,629     $ 37,096     $ 14,101,689     $ 166,884,602     $ 1,230,511     $ (170,514,666 )   $ (1,560,074 )   $ 61,432       (144,206 )   $ (4,066,610 )   $ 6,173,980  
Balance as of April 1, 2020     53,588,799     $ 53,590     $ 14,101,689     $ 180,708,377     $ 1,230,511     $ (178,537,394 )   $ (2,045,945 )   $ 57,817       (144,206 )   $ (4,066,610 )   $ 11,502,035  
                                                                                         
Net loss     -       -       -       -       -       (1,197,215 )     -       (952 )     -       -       (1,198,167 )
Share-based compensation for employee and director stock awards     -       -       -       153,961       -       -       -       -       -       -       153,961  
Common stock issued to employees and directors for stock awards     293,498       293       -       (293 )     -       -       -       -       -       -       -  
Common stock issued to investors     9,920,041       9,920       -       4,625,612       -       -       -       -       -       -       4,635,532  
Foreign currency translation adjustment     -       -       -       -       -       -       29,869       7       -       -       29,876
                                                                                         
Balance as of June 30, 2020     63,802,338     $ 63,803     $ 14,101,689     $ 185,487,657     $ 1,230,511     $ (179,734,609 )   $ (2,016,076 )   $ 56,872       (144,206 )   $ (4,066,610 )   $ 15,123,237  

 

4

 

 

CBAK Energy Technology, Inc. and Subsidiaries
Condensed consolidated statements of changes in shareholders’ equity (deficit)
For the six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

                                        Accumulated                 Total  
    Common stock issued           Additional                 other     Non-     Treasury shares     shareholders’  
    Number           Donated     paid-in     Statutory     Accumulated     comprehensive     Controlling     Number           equity  
    of shares     Amount     shares     capital     reserves     deficit     loss     interest     of shares     Amount     (deficit)  
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  
                                                                                         
Capital contribution from non-controlling interests of a subsidiary     -       -       -       -       -       -       -       88,591       -       -       88,591  
Net loss     -       -       -       -       -       (5,104,776 )     -       (36,731 )     -       -       (5,141,507 )
Share-based compensation for employee and director stock awards     -       -       -       36,641       -       -       -       -       -       -       36,641  
Common stock issued to investors     10,303,945       10,304       -       10,916,191       -       -       -       -       -       -       10,926,495  
Foreign currency translation adjustment     -       -       -       -       -       -       (61,134 )     (2,405 )     -       -       (63,539 )
                                                                                         
Balance as of June 30, 2019     37,095,629     $ 37,096     $ 14,101,689     $ 166,884,602     $ 1,230,511     $ (170,514,666 )   $ (1,560,074 )   $ 61,432       (144,206 )   $ (4,066,610 )   $ 6,173,980  
Balance as of January 1, 2020     53,220,902     $ 53,222     $ 14,101,689     $ 180,208,610     $ 1,230,511     $ (176,177,413 )   $ (1,744,730 )   $ 52,777       (144,206 )   $ (4,066,610 )   $ 13,658,056  
                                                                                         
Net (loss) profit     -       -       -       -       -       (3,557,196 )     -       4,918       -       -       (3,552,278 )
Share-based compensation for employee and director stock awards     -       -       -       454,096       -       -       -       -       -       -       454,096  
Common stock issued to employees and directors doe stock rewards     293,498       293       -       (293 )     -       -       -       -       -       -       -  
Common stock issued to investors     10,287,938       10,288       -       4,825,244       -       -       -       -       -       -       4,835,532  
Foreign currency translation adjustment     -       -       -       -       -       -       (271,346 )     (823 )     -       -       (272,169 )
                                                                                         
Balance as of June 30, 2020     63,802,338     $ 63,803     $ 14,101,689     $ 185,487,657     $ 1,230,511     $ (179,734,609 )   $ (2,016,076 )   $ 56,872       (144,206 )   $ (4,066,610 )   $ 15,123,237  

 

See accompanying notes to the condensed consolidated financial statements.

 

5

 

 

CBAK Energy Technology, Inc. and subsidiaries
Condensed Consolidated statements of cash flows
For the six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

    Six months ended June 30,  
    2019     2020  
Cash flows from operating activities                
Net loss   $ (5,141,507 )   $ (3,552,278 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                
Depreciation and amortization     1,396,313       1,154,563  
Provision for doubtful debts     323,938       427,702  
Write-down of inventories     557,668       457,039  
Share-based compensation     36,641       454,096  
Loss (gain) on disposal of property, plant and equipment     271,700       (13,360 )
Changes in operating assets and liabilities:                
Trade accounts and bills receivable     6,425,690       (4,154,650 )
Inventories     378,742       2,738,941  
Prepayments and other receivables     2,140,805       309,378  
Trade accounts and bills payable     (10,467,403 )    

(351,898

)
Accrued expenses and other payables     660,102       190,330  
Trade receivable from and payables to former subsidiaries     (1,474,867 )    

4,321,809

 
Net cash (used in) provided by operating activities     (4,892,178 )     1,981,672  
                 
Cash flows from investing activities                
Purchases of property, plant and equipment and construction in progress     (1,406,484 )     (779,064 )
Net cash used in investing activities     (1,406,484 )     (779,064 )
                 
Cash flows from financing activities                
Capital injection from non-controlling interests     88,591       -  
Repayment of bank borrowings     (3,585,946 )     (155,128 )
Borrowings from unrelated parties     6,380,157       3,440,970  
Borrowings from shareholders     4,126,689       267,315  
Borrowings from related parties     436,496         -
Repayment of borrowings from related parties     (586,294 )       -
Repayment of borrowings from unrelated parties     -       (5,630,679 )
Repayment of earnest money to shareholders (note 1)     (769,298 )     -  
Net cash provided by (used in) financing activities     6,090,395       (2,077,522 )
                 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash     42,036       (88,048 )
Net decrease in cash and cash equivalents, and restricted cash     (166,231 )     (962,962 )
Cash and cash equivalents, and restricted cash at the beginning of period     17,689,493       7,133,948  
Cash and cash equivalents, and restricted cash at the end of period   $ 17,523,262     $ 6,170,986  
                 
Supplemental non-cash investing and financing transactions:                
Transfer of construction in progress to property, plant and equipment   $ 5,263,777     $ 42,958  
Issuance of common stock (note 1):                
- offset short-term borrowings from unrelated parties   $ 10,926,495     $ -  
- offset repayment of promissory notes   $ -     $ 550,000  
- offset payable to Shenzhen BAK (Sixth Debt)   $ -     $ 4,285,532  
                 
Cash paid during the period for:                
Interest, net of amounts capitalized   $ 756,469     $ 524,860  

 

See accompanying notes to the condensed consolidated financial statements.

 

6

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

1. Principal Activities, Basis of Presentation and Organization

 

Principal Activities

 

CBAK Energy Technology, Inc. (“CBAK” or the “Company”) is a corporation formed in the State of Nevada on October 4, 1999 as Medina Copy, Inc. The Company changed its name to Medina Coffee, Inc. on October 6, 1999 and subsequently changed its name to China BAK Battery, Inc. on February 14, 2005. CBAK and its subsidiaries (hereinafter, collectively referred to as the “Company”) are principally engaged in the manufacture, commercialization and distribution of a wide variety of standard and customized lithium ion (known as “Li-ion” or “Li-ion cell”) high power rechargeable batteries. Prior to the disposal of BAK International Limited (“BAK International”) and its subsidiaries (see below), the batteries produced by the Company were for use in cellular telephones, as well as various other portable electronic applications, including high-power handset telephones, laptop computers, power tools, digital cameras, video camcorders, MP3 players, electric bicycles, hybrid/electric vehicles, and general industrial applications. After the disposal of BAK International and its subsidiaries on June 30, 2014, the Company will focus on the manufacture, commercialization and distribution of high power lithium ion rechargeable batteries for use in cordless power tools, light electric vehicles, hybrid electric vehicles, electric cars, electric busses, uninterruptable power supplies and other high power applications.

 

The shares of the Company traded in the over-the-counter market through the Over-the-Counter Bulletin Board from 2005 until May 31, 2006, when the Company obtained approval to list its common stock on The NASDAQ Global Market, and trading commenced that same date under the symbol “CBAK”.

 

On January 10, 2017, the Company filed Articles of Merger with the Secretary of State of Nevada to effectuate a merger between the Company and the Company’s newly formed, wholly owned subsidiary, CBAK Merger Sub, Inc. (the “Merger Sub”). According to the Articles of Merger, effective January 16, 2017, the Merger Sub merged with and into the Company with the Company being the surviving entity (the “Merger”). As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company’s name.

 

Effective November 30, 2018, the trading symbol for common stock of the Company, which trades on the Nasdaq Global Market, was changed from CBAK to CBAT. Effective at the opening of business on June 21, 2019, the Company’s common stock started trading on the Nasdaq Capital Market.

 

Basis of Presentation and Organization

 

On November 6, 2004, BAK International, a non-operating holding company that had substantially the same shareholders as Shenzhen BAK Battery Co., Ltd (“Shenzhen BAK”), entered into a share swap transaction with the shareholders of Shenzhen BAK for the purpose of the subsequent reverse acquisition of the Company. The share swap transaction between BAK International and the shareholders of Shenzhen BAK was accounted for as a reverse acquisition of Shenzhen BAK with no adjustment to the historical basis of the assets and liabilities of Shenzhen BAK.

 

On January 20, 2005, the Company completed a share swap transaction with the shareholders of BAK International. The share swap transaction, also referred to as the “reverse acquisition” of the Company, was consummated under Nevada law pursuant to the terms of a Securities Exchange Agreement entered by and among CBAK, BAK International and the shareholders of BAK International on January 20, 2005. The share swap transaction has been accounted for as a capital-raising transaction of the Company whereby the historical financial statements and operations of Shenzhen BAK are consolidated using historical carrying amounts.

 

7

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

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.

 

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.

 

8

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

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, 2015 amounted 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. As of June 30, 2018, 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 of June 30, 2020, 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 (Note 19(i)). Pursuant to CBAK Trading’s articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to CBAK Trading on or before August 14, 2015. On March 7, 2017, the name of Dalian BAK Trading Co., Ltd was changed to Dalian CBAK Trading Co., Ltd (“CBAK Trading”). On August 5, 2019, CBAK Trading’s registered capital was increased to $5,000,000. Up to the date of this report, the Company has contributed $2,435,000 to CBAK Trading in cash.

 

On December 27, 2013, Dalian BAK Power Battery Co., Ltd was established as a wholly owned subsidiary of BAK Asia with a registered capital of $30,000,000. Pursuant to CBAK Power’s articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to CBAK Power on or before December 27, 2015. On March 7, 2017, the name of Dalian BAK Power Battery Co., Ltd was changed to Dalian CBAK Power Battery Co., Ltd (“CBAK Power”). On July 10, 2018, CBAK Power’s registered capital was increased to $50,000,000. On October 29, 2019, CBAK Power’s registered capital was further increased to $60,000,000. Pursuant to CBAK Power’s amendment articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to CBAK Power on or before December 31, 2021. Up to the date of this report, the Company has contributed $29,999,978 to CBAK Power through injection of a series of patents and cash.

 

On May 4, 2018, CBAK New Energy (Suzhou) Co., Ltd (“CBAK Suzhou”) was established as a 90% owned subsidiary of CBAK Power with a registered capital of RMB10,000,000 (approximately $1.5 million). The remaining 10% equity interest was held by certain employees of CBAK Suzhou. Pursuant to CBAK Suzhou’s articles of association, each shareholder is entitled to the right of the profit distribution or responsible for the loss according to its proportion to the capital contribution. Pursuant to CBAK Suzhou’s articles of association and relevant PRC regulations, CBAK Power was required to contribute the capital to CBAK Suzhou on or before December 31, 2019. Up to the date of this report, the Company has contributed RMB9.0 million (approximately $1.3 million), and the other shareholders have contributed RMB1.0 million ($141,541) 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.

 

On November 21, 2019, Dalian CBAK Energy Technology Co., Ltd (“CBAK Energy”) was established as a wholly owned subsidiary of BAK Asia with a registered capital of $50,000,000. Pursuant to CBAK Energy’s articles of association and relevant PRC regulations, BAK Asia was required to contribute the capital to CBAK Energy on or before November 20, 2022. Up to the date of this report, the Company has contributed nil to CBAK Energy. CBAK Energy will be focus on manufacture and sale of lithium batteries and lithium batteries’ materials.

 

On July 14, 2020, the Company acquired BAK Asia Investments Limited, a company incorporated under Hong Kong laws, from Mr. Xiangqian Li, for cash consideration of HK$1.00. BAK Asia Investments Limited is a holding company without any business operations.

 

9

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

On July 31, 2020, BAK Asia Investments Limited formed CBAK New Energy (Nanjing) Co., Ltd. in China, which in turn formed Nanjing CBAK New Energy Technology Co., Ltd. in China on August 6, 2020. Both CBAK New Energy (Nanjing) Co., Ltd. and Nanjing CBAK New Energy Technology Co., Ltd. were established to expand the Company’s business of developing, manufacturing and selling new energy high power lithium batteries. These two entities have yet to commence business operations as of the date of this report.

 

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, 2019, 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, 2019.

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liability established in the PRC or Hong Kong. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company’s subsidiaries to present them in conformity with US GAAP.

 

After the disposal of BAK International Limited and its subsidiaries, namely Shenzhen BAK, Shenzhen BAK Power Battery Co., Ltd (formerly BAK Battery (Shenzhen) Co., Ltd.) (“BAK Shenzhen”), BAK International (Tianjin) Ltd. (“BAK Tianjin”), Tianjin Chenhao Technological Development Limited (a subsidiary of BAK Tianjin established on May 8, 2014,“Tianjin Chenhao”), BAK Battery Canada Ltd. (“BAK Canada”), BAK Europe GmbH (“BAK Europe”) and BAK Telecom India Private Limited (“BAK India”), effective on June 30, 2014, and as of December 31, 2018 and June 30, 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 and v) Dalian CBAK Energy Technology Co., Ltd (“CBAK Energy”), a wholly owned limited liability company established on November 21, 2019 in the PRC.

 

The Company continued its business and continued to generate revenues from sale of batteries via subcontracting the production to BAK Tianjin and BAK Shenzhen, former subsidiaries before the completion of construction and operation of its facility in Dalian. BAK Tianjin and BAK Shenzhen are now suppliers of the Company, and the Company does not have any significant benefits or liability from the operating results of BAK Tianjin and BAK Shenzhen except the normal risk with any major supplier.

 

As of the date of this report, Mr. Xiangqian Li is no longer a director of BAK International and BAK Tianjin. He remained as a director of Shenzhen BAK and BAK Shenzhen.

 

On and effective March 1, 2016, Mr. Xiangqian Li resigned as Chairman, director, Chief Executive Officer, President and Secretary of the Company. On the same date, the Board of Directors of the Company appointed Mr. Yunfei Li as Chairman, Chief Executive Officer, President and Secretary of the Company. On March 4, 2016, Mr. Xiangqian Li transferred 3,000,000 shares to Mr. Yunfei Li for a price of $2.4 per share. After the share transfer, Mr. Yunfei Li held 3,000,000 shares or 17.3% and Mr. Xiangqian Li held 760,557 shares at 4.4% of the Company’s outstanding stock, respectively. As of June 30, 2020, Mr. Yunfei Li held 10,719,205 shares or 16.84% 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, 2019 and June 30, 2020. These factors raise substantial doubts about the Company’s ability to continue as a going concern.

 

10

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

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 these two 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, eight investors paid the Company a total of $2.06 million as earnest money which need to be returned to the investors after the investment amount was delivered. Mr. Yunfei Li agrees to subscribe new shares of the Company totaled $1,120,000 and paid the earnest money of $225,784 in January 2017. On April 1, April 21, April 26 and May 10, 2017, the Company received $1,999,910, $3,499,888, $1,119,982 and $2,985,497 from these investors, respectively. On May 31, 2017, the Company entered into a securities purchase agreement with these investors, pursuant to which the Company agreed to issue an aggregate of 6,403,518 shares of common stock to these investors, at a purchase price of $1.50 per share, for an aggregate price of $9.6 million, among which 746,018 shares issued to Mr. Yunfei Li. On June 22, 2017, the Company issued the shares to the investors.

  

In 2019, according to the investment agreements and agreed by the investors, the Company returned partial earnest money of $949,317 (approximately RMB6.7 million) to these investors.

 

On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $3.4 million (RMB23,980,950) and $1.6 million (RMB11,647,890) (totaled $5.0 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively.

 

 

11

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three months ended March 31, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

On January 7, 2019, the Company entered into a cancellation agreement with Mr. Dawei Li and Mr. Yunfei Li. Pursuant to the terms of the cancellation agreement, Mr. Dawei Li and Mr. Yunfei Li agreed to cancel the First Debt in exchange for 3,431,373 and 1,666,667 shares of common stock of the Company, respectively, at an exchange price of $1.02 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the First Debt.

 

On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (“Asia EVK”) entered into an agreement with CBAK Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $0.3 million (RMB2,225,082), $0.1 million (RMB 912,204) and $5.0 million (RMB35,406,036) (collectively $5.4 million, the “Second Debt”) to Mr. Jun Lang, Ms. Jing Shi and Asia EVK, respectively.

 

On April 26, 2019, the Company entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, the creditors agreed to cancel the Second Debt in exchange for 300,534, 123,208 and 4,782,163 shares of common stock of the Company, respectively, at an exchange price of $1.1 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Second Debt.

 

On June 28, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power to loan approximately $1.4 million (RMB10,000,000) and $2.5 million (RMB18,000,000) respectively to CBAK Power for a term of six months (collectively $3.9 million, the “Third Debt”). The loan was unsecured, non-interest bearing and repayable on demand.

 

On July 16, 2019, each of Asia EVK and Mr. Yunfei Li entered into an agreement with CBAK Power and Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. (the Company’s construction contractor) whereby Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. assigned its rights to the unpaid construction fees owed by CBAK Power of approximately $2.8 million (RMB20,000,000) and $0.4 million (RMB2,813,810) (collectively $3.2 million, the “Fourth Debt”) to Asia EVK and Mr. Yunfei Li, respectively.

 

On July 26, 2019, the Company entered into a cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Dawei Li, Mr. Yunfei Li and Asia EVK agreed to cancel the Third Debt and Fourth Debt in exchange for 1,384,717, 2,938,067 and 2,769,435 shares of common stock of the Company, respectively, at an exchange price of $1.05 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Third Debt and Fourth Debt. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On July 24, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company issued a promissory note (the “Note 1”) to the Lender. The Note has an original principal amount of $1,395,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000.

 

On October 10, 2019, each of Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen entered into an agreement with CBAK Power and Zhengzhou BAK New Energy Vehicle Co., Ltd. (the Company’s supplier of which Mr. Xiangqian Li, the former CEO, is a director of this company) whereby Zhengzhou BAK New Energy Vehicle Co., Ltd. assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $2.1 million (RMB15,000,000), $1.0 million (RMB7,380,000) and $1.0 million (RMB7,380,000) (collectively $4.1 million, the “Fifth Debt”) to Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, respectively.

 

On October 14, 2019, the Company entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen agreed to cancel and convert the Fifth Debt and the Unpaid Earnest Money of approximately $0.9 million (RMB6,720,000) in exchange for 528,053, 3,536,068, 2,267,798 and 2,267,798 shares of common stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest Money. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On December 30, 2019, the Company entered into a second securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company issued a promissory note (the “Note II”) to the Lender. The Note II has an original principal amount of $1,670,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000.

 

12

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three months ended March 31, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

On January 27, 2020, the Company entered into an exchange agreement (the “First Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On February 20, 2020, the Company entered into a second exchange agreement (the “Second Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 207,641 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On April 10, 2020, each of Mr. Yunfei Li, Mr. Ping Shen and Asia EVK entered into an agreement with CBAK Power and Shenzhen BAK, whereby Shenzhen BAK assigned its rights to the unpaid inventories cost (note 6) owed by CBAK Power of approximately $1.0 million (RMB7,000,000), $2.3 million (RMB16,000,000) and $1.0 million (RMB7,300,000) (collectively $4.3 million, the “Sixth Debt”) to Mr. Yunfei Li, Mr. Ping Shen and Asia EVK, respectively.

 

On April 27, 2020, the Company entered into a cancellation agreement with Mr. Yunfei Li, Mr. Ping Shen and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Yunfei Li, Mr. Ping Shen and Asia EVK agreed to cancel the Sixth Debt in exchange for 2,062,619, 4,714,557 and 2,151,017 shares of common stock of the Company, respectively, at an exchange price of $0.48 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Sixth Debt. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On April 28, 2020, the Company entered into a third exchange agreement (the “Third Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 312,500 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On June 8, 2020, the Company entered into a fourth exchange agreement (the “Fourth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 271,739 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

13

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three months ended March 31, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

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

 

Basis of Presentation and Organization (continued)

 

On June 10, 2020, the Company entered into a Fifth exchange agreement (the “Fifth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $150,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 407,609 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

As of June 30, 2020, the Company had aggregate interest-bearing bank loans of approximately $25.6 million, due in 2020 to 2021, in addition to approximately $38.7 million of other current liabilities.

 

As of June 30, 2020, the Company had unutilized committed banking facilities of $6.8 million.

 

On July 6, 2020, the Company entered into a Sixth exchange agreement (the “Sixth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 8, 2020, the Company entered into a First exchange agreement for Note II (the “First Exchange Agreement- Note II”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on December 30, 2019, which has an original principal amount of $1,670,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 453,161 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 29, 2020, the Company entered into a Seventh exchange agreement (the “Seventh Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $365,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 576,802 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

The Company is currently expanding its product lines and manufacturing capacity in its Dalian plant, which requires more funding to finance the expansion. The Company plans to raise additional funds through banks borrowings and equity financing in the future to meet its daily cash demands, if required.

 

However, there can be no assurance that the Company will be successful in obtaining further financing. The Company expects that it will be able to secure more potential orders from the new energy market, especially from the electric car market. 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 condensed 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.

 

Beginning in 2020, a strain of novel coronavirus (“COVID-19”) has spread globally and at this point, the extent to which the COVID-19 may adversely impact the operations of the Company is uncertain. The extent of the adverse impact of the COVID-19 on the Company's business and operations will depend on several factors, such as the duration, severity, and geographic spread of the pandemic, development of the testing and treatment and stimulus measures of the government. The Company is monitoring and assessing the evolving situation closely and evaluating its potential exposure. The operating results for the six months ended June 30, 2020 may not be indicative of the future operating results for the fiscal year ending December 31, 2020 or other future periods, particularly in light of the uncertain impact COVID-19 could have on the Company's business.

 

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.

 

14

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

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

 

Revenue Recognition (continued)

 

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.

 

Recently Adopted Accounting Standards

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for Level 1, Level 2 and Level 3 instruments in the fair value hierarchy. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. The Company applied the new standard beginning January 1, 2020.

 

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. Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.

 

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this update will have on its financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

 

15

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

2. Pledged deposits

 

Pledged deposits as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Pledged deposits with banks for:            
Bills payable   $ 4,021,255     $ 4,622,244  
Others*     1,499,736       1,392,933  
    $ 5,520,991     $ 6,015,177  

 

*

On July 7, 2016, Shenzhen Huijie Purification System Engineering Co., Ltd (“Shenzhen Huijie”), one of the Company’s contractors, filed a lawsuit against CBAK Power in the Peoples’ Court of Zhuanghe City, Dalian for the failure to pay pursuant to the terms of the contract and entrusted part of the project of the contract to a third party without their prior consent. The plaintiff sought a total amount of $1,193,301 (RMB8,430,792), including construction costs of $0.9 million (RMB6.1 million), interest of $28,308 (RMB0.2 million) and compensation of $0.3 million (RMB1.9 million), which we 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 $1,193,301 (RMB8,430,792) for a period of one year. Further on September 1, 2017, upon the request of Shenzhen Huijie, the Court froze the bank deposits for another 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. On August 27, 2019, the Court again froze the bank deposits for another year until August 27, 2020, upon the request of Shenzhen Huijie. On June 28, 2020, the Court of Dalian entered the final judgement and the bank deposit was released in July 2020.

 

On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16 million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of June 30, 2020, the Company has accrued for the equipment cost of $0.14 million (RMB976,000). On August 9, 2019, upon the request of Shenzhen Xinjiatuo Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK Power’s bank deposits totaling $0.16 million (RMB1,117,269) for a period of one year to August 2020.

 

In early September 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration Commission against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $90,354 (RMB638,359) and compensation of $76,857 (RMB543,000), totaling $0.17 million (RMB1,181,359). In addition, upon the request of the employees, the court of Suzhou Industrial Park ruled that bank deposits of CBAK Suzhou totaling $0.17 million (RMB 1,181,359) should be frozen for a period of one year. In February 2020, the Company has fully repaid the salaries and compensation. As of June 30, 2020, $6 (RMB43) was frozen by bank. In early July 2020, Shenzhen Court of International Arbitration made arbitration award dismissing the plaintiff’s claim and the bank deposits was released in early August 2020.

 

In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou Security”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total amount of $19,775 (RMB139,713), including services expenses amount of $19,661 (RMB138,908) and interest of $114 (RMB805). Upon the request of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB150,000) for a period of one year. As of June 30, 2020, $4,664 (RMB32,955) was frozen by bank and the Company had accrued the service cost of $19,775 (RMB139,713).

 

16

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

2. Pledged deposits (continued)

 

In December 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd. (“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian Construction sought a total amount of $97,817 (RMB691,086) and interest $1,831 (RMB12,934). As of December 31, 2019, the Company has accrued the construction cost of $97,817 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $99,648 (RMB704,020) for a period of one year to December 2020. As of December 31, 2019, $93,592 (RMB661,240) was frozen by bank. In January 2020, CBAK Power and Dalian Construction have come to a settlement, and the bank deposit was then released.

 

In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a total amount of $0.6 million (RMB 4,434,209), which was already accrued for as of December 31, 2019. Upon the request of Dongguan Shanshan for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $0.6 million (RMB4,434,209) for a period of one year to December 17, 2020. As of June 30, 2020, $34,190 (RMB241,554) was frozen by bank.

 

On March 20, 2020, CBAK Power received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing Co., Ltd (“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Cangzhou Huibang sought a total amount of $0.3 million (RMB2,029,594), including materials purchase cost of $0.3 million (RMB1,932,947), and interest of $13,679 (RMB96,647). As of June 30, 2020, the Company has accrued materials purchase cost of $0.3 million (RMB1,932,947). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi ordered to freeze CBAK Power’s bank deposits totaling $0.3 million (RMB2,029,594) for a period of one year to March 3, 2021. As of June 30, 2020, the Company has accrued materials purchase cost of $0.3 million (RMB1,932,947). As of June 30, 2020, $2,629 (RMB18,575) was frozen by bank.

 

3. Trade Accounts and Bills Receivable, net

 

Trade accounts and bills receivable as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Trade accounts receivable   $ 12,517,626     $ 16,464,428  
Less: Allowance for doubtful accounts     (4,650,686 )     (5,009,230 )
      7,866,940       11,455,198  
Bills receivable     85,480       92,261  
    $ 7,952,420     $ 11,547,459  

  

Included in trade accounts and bills receivables are retention receivables of $2,159,356 and $2,114,897 as of December 31, 2019 and June 30, 2020. Retention receivables are interest-free and recoverable at the end of the retention period of three to five years.

 

17

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

3. Trade Accounts and Bills Receivable, net (continued)

 

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

 

    June 30,     June 30,  
    2019     2020  
Balance at beginning of period   $ 3,657,173     $ 4,650,686  
Provision for the period     605,098       968,627  
Reversal - recoveries by cash     (281,160 )     (540,925 )
Charged to consolidated statements of operations and comprehensive (loss) income     323,938       427,702  
Foreign exchange adjustment     2,939       (69,158 )
Balance at end of period   $ 3,984,050     $ 5,009,230  

 

4. Inventories

 

Inventories as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Raw materials   $ 482,836     $ 542,413  
Work in progress     1,254,490       1,042,250  
Finished goods     6,929,388       3,774,913  
    $ 8,666,714     $ 5,359,576  

 

During the three months ended June 30, 2019 and 2020, write-downs of obsolete inventories to lower of cost or market of $494,896 and $47,977, respectively, were charged to cost of revenues.

 

During the six months ended June 30, 2019 and 2020, write-downs of obsolete inventories to lower of cost or market of $557,668 and $457,039, respectively, were charged to cost of revenues.

 

5. Prepayments and Other Receivables

 

Prepayments and other receivables as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Value added tax recoverable   $ 4,124,624     $ 3,520,903  
Prepayments to suppliers     60,090       301,964  
Deposits     63,184       24,043  
Staff advances     53,731       44,839  
Prepaid operating expenses     317,151       381,525  
Others     124,133       159,075  
      4,742,913       4,432,349  
Less: Allowance for doubtful accounts     (7,000 )     (7,000 )
    $ 4,735,913     $ 4,425,349  

 

18

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

6. Payables to Former Subsidiaries, net

 

Payable to former subsidiaries as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
BAK Tianjin   $ -     $ 10,936  
Shenzhen BAK     -       -  
BAK Shenzhen     1,483,352       1,497,587  
    $ 1,483,352     $ 1,508,523  

 

Balance as of December 31, 2019 and June 30, 2020 consisted of payables for purchase of inventories from BAK Tianjin and Shenzhen BAK. From time to time, the Company purchased products from these former subsidiaries that they did not produce to meet the needs of its customers.

 

On April 10, 2020, each of Mr. Yunfei Li, Mr. Ping Shen and Asia EVK entered into an agreement with CBAK Power and Shenzhen BAK, whereby Shenzhen BAK assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $1.0 million (RMB7,000,000), $2.3 million (RMB16,000,000) and $1.0 million (RMB7,300,000) (collectively $4.3 million, the “Sixth Debt”) to Mr. Yunfei Li, Mr. Ping Shen and Asia EVK, respectively (see Note 1).

 

7. Property, Plant and Equipment, net

 

Property, plant and equipment as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Buildings   $ 27,262,301     $ 26,012,510  
Machinery and equipment     22,719,932       22,391,950  
Office equipment     204,196       201,245  
Motor vehicles     161,980       129,711  
      50,348,409       48,735,416  
Impairment     (4,126,152 )     (4,066,524 )
Accumulated depreciation     (8,044,692 )     (9,046,208 )
Carrying amount   $ 38,177,565     $ 35,622,684  

 

During the three months ended June 30, 2019 and 2020, the Company incurred depreciation expense of $708,639 and $560,916, respectively.

 

During the six months ended June 30, 2019 and 2020, the Company incurred depreciation expense of $1,383,486 and $1,142,407, respectively

 

The Company has not yet obtained the property ownership certificates of the buildings in its Dalian manufacturing facilities with a carrying amount of $24,671,045 and $23,106,731 as of December 31, 2019 and June 30, 2020, 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. 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 and six months ended June 30, 2019 and 2020.

 

19

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

8. Construction in Progress

 

Construction in progress as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Construction in progress   $ 21,613,577     $ 22,154,205  
Prepayment for acquisition of property, plant and equipment     94,047       104,449  
Carrying amount   $ 21,707,624     $ 22,258,654  

 

Construction in progress as of December 31, 2019 and June 30, 2020 was mainly comprised of capital expenditures for the construction of the facilities and production lines of CBAK Power.

 

For the three months ended June 30, 2019 and 2020, the Company capitalized interest of $363,165 and $304,054, respectively, to the cost of construction in progress.

 

For the six months ended June 30, 2019 and 2020, the Company capitalized interest of $713,837 and $620,222, respectively, to the cost of construction in progress.

 

9. Right-of-use assets

 

Right-of-use assets as of June 30, 2020 consisted of the following:

 

    Prepaid land lease payments  
Balance as of January 1, 2020   $ 7,194,195  
Amortization charge for the period     (79,881 )
Foreign exchange adjustment     (103,601 )
Balance as of June 30, 2020   $ 7,010,713  

 

Lump sum payments were made upfront to acquire the leased land from the owners with lease period for 50 years up to August 9, 2064, and no ongoing payments will be made under the terms of these land leases.

 

10. Intangible Assets, net

 

Intangible assets as of December 31, 2019 and June 30, 2020 consisted of the followings:

 

    December 31,     June 30,  
    2019     2020  
Computer software at cost   $ 30,648     $ 30,205  
Accumulated amortization     (15,470 )     (17,818 )
    $ 15,178     $ 12,387  

 

Amortization expenses were $1,330 and $1,281 for the three months ended June 30, 2019 and 2020 and $2,904 and $2,582 for the six months ended June 30, 2019 and 2020, respectively.

 

20

 

 

CBAK Energy Technology, Inc. and subsidiaries
Notes to the condensed consolidated financial statements
For the three and six months ended June 30, 2019 and 2020
(Unaudited)
(In US$ except for number of shares)

 

11. Trade Accounts and Bills Payable

 

Trade accounts and bills payable as of December 31, 2019 and June 30, 2020 consisted of the followings:

 

    December 31,     June 30,  
    2019     2020  
Trade accounts payable   $ 11,157,014     $ 9,509,354  
Bills payable                
-      Bank acceptance bills (Note 12)     3,915,094       4,583,372  
-      Commercial acceptance bills     -       670,679  
    $ 15,072,108     $ 14,763,405  

 

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

 

The bank acceptance bills were pledged by the Company’s bank deposits (Note 2)

 

12. Loans

 

Bank loans:

 

Bank borrowings as of December 31, 2019 and June 30, 2020 consisted of the followings

 

    December 31,
2019
    June 30,
2020
 
Short-term bank loan   $ 5,730,289     $ 5,647,478  
Current maturities of long-term bank loans     10,844,463       19,914,792  
Long-term bank borrowings     9,519,029       -  
    $ 26,093,781     $ 25,562,270  

 

On June 4, 2018, the Company obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB200 million (approximately $28.3 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 ($0.11 million) on December 10, 2018, RMB24.3 million ($3.44 million) on June 10, 2019, RMB0.8 million ($0.11 million) on December 10, 2019, RMB74.7 million ($10.6 million) on June 10, 2020, RMB0.8 million ($0.11 million) on December 10, 2020 and RMB66.3 million ($9.4 million) on June 10, 2021. Under the facilities, the Company borrowed RMB140.7 million (approximately $19.91 million) as of June 30, 2020. The facilities were secured by the Company’s land use rights, buildings, machinery and equipment. The Company repaid the bank loan of RMB0.8 million ($0.11 million), RMB24.3 million ($3.44 million), RMB0.8 million ($0.11 million) and RMB1.09 million ($0.16 million) in December 2018, June 2019, December 2019 and June 2020 respectively.

 

21

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

12. Loans (continued)

 

Bank loans: (continued)

 

On June 28, 2020, the Company entered into a supplemental agreement with China Everbright Bank Dalian Branch to change the repayment schedule. According to the agreement, RMB141.8 million (approximately $20.07 million) loans are repayable in eight instalments consisting of RMB1.09 million ($0.16 million) on June 10, 2020, RMB 1 million ($0.15 million) on December 10, 2020, RMB2 million ($0.28 million) on January 10, 2021, RMB2 million ($0.28 million) on February 10, 2021, RMB2 million ($0.28 million) on March 10, 2021, RMB2 million ($0.28 million) on April 10, 2021, RMB2 million ($0.28 million) on May 10, 2021, and RMB129.7 million ($18.36 million) on June 10, 2021, respectively.

 

In August 2018, the Company borrowed a total of RMB60 million (approximately $8.5 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 $8.5 million. The Company discounted these two bills payable of even date to China Everbright Bank at a rate of 4.0%. The Company repaid these bills payable in August 2019.

 

On August 22, 2018, the Company obtained one-year term facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB100 million (approximately $14.2 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 $4.08 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 $14.2 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 RMB50 million (approximately $7.1 million) and the 100% equity in CBAK Power held by BAK Asia. The Company discounted the bills payable of even date to China Everbright Bank at a rate of 4.0%. The Company repaid the bills payable in November 2019.

 

The Company also borrowed a series of acceptance bills from Industrial Bank Co., Ltd. Dalian Branch totaled RMB1.5 million (approximately $0.2 million) for various terms through May 21, 2019, which was secured by bills receivable of RMB1.5 million (approximately $0.2 million). The Company repaid the bank acceptance bills on May 21, 2019.

 

In October 2019, the Company borrowed a total of RMB28 million (approximately $3.96 million) in the form of bills payable from China Everbright Bank Dalian Branch for a term until October 15, 2020, which was secured by the Company’s cash totaled RMB28 million (approximately $3.96 million). The Company discounted these bills payable of even date to China Everbright Bank at a rate of 3.30%.

 

In December 2019, the Company obtained banking facilities from China Everbright Bank Dalian Friendship Branch totaled RMB39.9 million (approximately $5.6 million) for a term until November 6, 2020, bearing interest at 5.655% per annum. The facility was secured by 100% equity in CBAK Power held by BAK Asia and buildings of Hubei BAK Real Estate Co., Ltd., which Mr. Yunfei Li (“Mr. Li”), the Company’s CEO holding 15% equity interest. Under the facilities, the Company borrowed RMB39.9 million (approximately $5.6 million) on December 30, 2019.

 

In May and June 2020, the Company borrowed a series of acceptance bills from China Merchants Bank totaled RMB4.7 million (approximately $0.7 million) for various terms through November to December 2020, which was secured by the Company’s cash totaled RMB4.7 million (approximately $0.7 million).

 

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

 

    December 31,     June 30,  
    2019     2020  
Pledged deposits (note 2)   $ 4,021,255     $ 4,622,244  
Right-of-use assets (note 9)     7,194,195       7,010,713  
Buildings     17,683,961       16,293,297  
Machinery and equipment     7,196,810       6,684,042  
    $ 36,096,221     $ 34,610,296  

 

As of June 30, 2020, the Company had unutilized committed banking facilities of $6.8 million.

 

During the three months ended June 30, 2019 and 2020, interest of $369,250 and $391,155, respectively, was incurred on the Company’s bank borrowings.

 

During the six months ended June 30, 2019 and 2020, interest of $750,525 and $788,361, respectively, was incurred on the Company’s bank borrowings.

 

22

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

12. Loans (continued)

 

Other Short-term Loans

 

Other short-term loans as of December 31, 2019 and June 30, 2020 consisted of the following:

 

        December 31,     June 30,  
    Note   2019     2020  
Advance from related parties                
– Mr. Xiangqian Li, the Company’s Former CEO   (a)     100,000       100,000  
– Mr. Yunfei Li   (b)     212,470       281,846  
– Shareholders   (c)     86,679       85,427  
          399,149       467,273  
Advances from unrelated third party                    
– Mr. Wenwu Yu   (d)     30,135       29,700  
– Mr. Longqian Peng   (d)     646,273       636,933  
– Mr. Shulin Yu   (e)     517,018       509,547  
– Jilin Province Trust Co. Ltd   (f)     5,687,204       3,425,287  
– Suzhou Zhengyuanwei Needle Ce Co., Ltd   (g)     71,808       70,770  
          6,952,438       4,672,237  
        $ 7,351,587     $ 5,139,510  

 

  (a) Advances from Mr. Xiangqian Li, the Company’s former CEO, was unsecured, non-interest bearing and repayable on demand.

 

  (b) Advances from Mr. Yunfei Li, the Company’s CEO, was unsecured, non-interest bearing and repayable on demand.

 

  (c)

The earnest money paid by certain shareholders in relation to share purchase (note 1) was unsecured, non-interest bearing and repayable on demand.

 

In 2019, according to the investment agreements and agreed by the investors, the Company returned partial earnest money of $949,317 (approximately RMB6.7 million) to these investors.

 

On October 14, 2019, the Company entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen agreed to cancel and convert the Fifth Debt (note 1) and the Unpaid Earnest Money in exchange for 528,053, 3,536,068, 2,267,798 and 2,267,798 shares of common stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest Money.

 

As of June 30, 2020, earnest money of $85,427 remained outstanding.

 

  (d)

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

 

  (e)

On June 25, 2019, the Company entered into a loan agreement with Mr. Shulin Yu, an unrelated party, to loan RMB3.6 million (approximately $0.5 million) for a term of one year, bearing annual interest of 10% and the repayment was guaranteed by Mr. Yunfei Li (the Company’s CEO) and Mr. Wenwu Wang (the Company’s former CFO). On June 22, 2020, the Company and Mr. Shulin Yu entered into a supplemental agreement to extend the loan for one year to June 24, 2021. As of June 30, 2020, the Company borrowed RMB3.6 million (approximately $0.5 million).

 

  (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 $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, the Company borrowed a total of RMB39.6 million ($5.7 million) in 2019, bearing annual interest from 11.3% to 11.6%. The Company fully repaid the loan principal and accrued interest in March 2020.

 

In March 2020, the Company obtained additional one-year term facilities from Jilin Province Trust Co. Ltd with a maximum amount of RMB40.0 million (approximately $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, the Company borrowed RMB24.2 million ($3.4 million) on March 13, 2020, bearing annual interest of 13.5%.

     
  (g) In 2019, the Company entered into a short term loan agreement with Suzhou Zhengyuanwei Needle Ce Co., Ltd, an unrelated party to loan RMB0.6 million (approximately $0.1 million), bearing annual interest rate of 12%. As of June 30, 2020, loan amount of RMB0.5 million ($70,770) remained outstanding.

23

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

13. Accrued Expenses and Other Payables

 

Accrued expenses and other payables as of December 31, 2019 and June 30, 2020 consisted of the following:

 

    December 31,     June 30,  
    2019     2020  
Construction costs payable (note 1)   $ 1,335,483     $ 424,275  
Equipment purchase payable     7,440,131       7,434,478  
Liquidated damages (note a)     1,210,119       1,210,119  
Accrued staff costs     2,485,384       2,672,735  
Compensation costs     109,311       -  
Customer deposits     600,758       324,173  
Other payables and accruals (note 16)     2,346,403       2,599,088  
    $ 15,527,589     $ 14,664,868  

 

  (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, 2019 and June 30, 2020, 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, 2019 and June 30, 2020, 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.

 

24

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

14. Deferred Government Grants

 

Deferred government grants as of December 31, 2019 and June 30, 2020 consist of the following:

 

    December 31,     June 30,  
    2019     2020  
Total government grants   $ 4,260,833     $ 4,129,272  
Less: Current portion     (142,026 )     (139,974 )
Non-current portion   $ 4,118,807     $ 3,989,298  

 

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.

 

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 $36,247 and $34,886 for the three months ended June 30, 2019 and 2020 and $72,875 and $70,307 for the six months ended June 30, 2019 and 2020, 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. Notes payable

 

Notes payable as of December 31, 2019 and June 30, 2020 consist of the following:

 

    December 31,     June 30,  
    2019     2020  
Notes payable, net of debt discount   $ 2,846,736     $ 2,435,347  

 

Note I

 

On July 24, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company issued a promissory note (the “Note I”) to the Lender. The Note has an original principal amount of $1,395,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000. Beginning on the date that is six months after July 24, 2019, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note up to $250,000 per calendar month by providing written notice to Borrower. The Company recorded the $125,000 as debt discount and is being amortized as interest expense over 12 months period. The Company did not assign any value to the redemption feature of the Note because the redemption of the Note has no value on the redemption portion as of December 31, 2019 and June 30, 2020.

 

25

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

16. Notes payable (continued)

 

On January 27, 2020, the Company entered into an exchange agreement (the “First Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On February 20, 2020, the Company entered into a second exchange agreement (the “Second Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 207,641 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On April 28, 2020, the Company entered into a third exchange agreement (the “Third Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 312,500 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On June 8, 2020, the Company entered into a fourth exchange agreement (the “Fourth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 271,739 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On June 10, 2020, the Company entered into a fifth exchange agreement (the “Fifth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $150,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 407,609 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 6, 2020, the Company entered into a Sixth exchange agreement (the “Sixth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 29, 2020, the Company entered into a Seventh exchange agreement (the “Seventh Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $365,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 576,802 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

The Company recorded $31,597 and $26,944 to interest expense from the amortization of debt discount and coupon interest for Note I, respectively, for the three months ended June 30, 2020.

 

The Company recorded $63,194 and $59,262 to interest expense from the amortization of debt discount and coupon interest for Note I, respectively, for the six months ended June 30, 2020.

 

As of June 30, 2019, accrued coupon interest of $121,649 on the Note I was included in other payables and accruals (note 13).

 

26

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

16. Notes payable (continued)

 

Note II

 

On December 30, 2019, the Company entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company issued a promissory note (the “Note II”) to the Lender. The Note has an original principal amount of $1,670,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000. Beginning on the date that is six months after June 30, 2020, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note up to $250,000.00 per calendar month by providing written notice to Borrower. The Company recorded the $150,000 as debt discount and is being amortized as interest expense over 12 months period. The Company did not assign any value to the redemption feature of the Note because the redemption of the Note has no value on the redemption portion as of December 31, 2019 and June 30, 2020.

 

On July 8, 2020, the Company entered into a First exchange agreement for Note II (the “First Exchange Agreement- Note II”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on December 30, 2019, which has an original principal amount of $1,670,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 453,161 shares of the Company’s common stock, par value $0.001 per share to the Lender. 

 

The Company recorded $37,917 and $41,883 to interest expense from the amortization of debt discount and coupon interest for Note II, respectively, for the three months ended June 30, 2020.

 

The Company recorded $75,417 and $83,964 to interest expense from the amortization of debt discount and coupon interest for Note II, respectively, for the six months ended June 30, 2020. 

 

As of June 30, 2020, accrued coupon interest of $84,892 on the Note II was included in other payables and accruals (note 13).

 

17. 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
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
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.

 

27

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

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

 

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

 

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.

 

The Company’s management is still evaluating the effect of the U.S. Tax Reform on CBAK. Management may update its judgment of that effect based on its continuing evaluation and on future regulations or guidance issued by the U.S. Department of the Treasury, and specific actions the Company may take in the future.

 

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, Sohu.com Inc. 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 and six months ended June 30, 2019 and 2020.

 

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 and six months ended June 30, 2019 and 2020 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
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
Loss before income taxes   $ (2,334,174 )   $ (1,198,167 )   $ (5,141,507 )   $ (3,552,278 )
United States federal corporate income tax rate     21 %     21 %     21 %     21 %
Income tax credit computed at United States statutory corporate income tax rate     (490,176 )     (251,615 )     (1,079,716 )     (745,978 )
Reconciling items:                                
Rate differential for PRC earnings     (87,474 )     (26,214 )     (186,505 )     (95,439 )
Non-deductible expenses     27,068       81,224       92,870       148,903  
Share based payments     3,869       32,332       7,695       95,360  
Valuation allowance on deferred tax assets     546,713       164,273       1,165,656       597,154  
Income tax expenses   $ -     $ -     $ -     $ -  

 

28

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

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

 

  (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, 2019 and June 30, 2020 are presented below:

 

    December 31,     June 30,  
    2019     2020  
Deferred tax assets            
Trade accounts receivable   $ 1,225,916     $ 1,281,707  
Inventories     1,026,483       857,830  
Property, plant and equipment     768,975       772,532  
Provision for product warranty     561,733       535,143  
Net operating loss carried forward     29,361,274       30,094,323  
Valuation allowance     (32,944,381 )     (33,541,535 )
Deferred tax assets, non-current   $ -     $ -  
                 
Deferred tax liabilities, non-current   $ -     $ -  

 

As of December 31, 2019 and June 30, 2020, 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 $30,437,270 and $33,369,466, respectively, which will expire in various years through 2022. 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.

 

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, 2020 through June 30, 2020 amount of unrecognized tax benefits excluding interest and penalties (“Gross UTB”) is as follows:

 

    Gross UTB     Surcharge     Net UTB  
Balance as of January 1, 2020   $ 7,042,582     $         -     $ 7,042,582  
Decrease in unrecognized tax benefits taken in current period     (101,774 )     -       (101,774 )
Balance as of June 30, 2020   $ 6,940,808     $ -     $ 6,940,808  

 

As of December 31, 2019 and June 30, 2020, the Company had not accrued any interest and penalties related to unrecognized tax benefits.

 

29

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

18. 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.

 

All the restricted shares granted in respect of the restricted shares granted on June 30, 2015 had been vested on March 31, 2018.

 

As of June 30, 2020, there was no unrecognized stock-based compensation associated with the above restricted shares. As of June 30, 2020, 1,667 vested shares were to be issued. 

 

30

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019and 2020

(Unaudited)

(In US$ except for number of shares)

 

18. Share-based Compensation (continued)

 

Restricted Shares (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 $18,422 and $36,641 for the three and six months ended June 30, 2019, respectively, in respect of the restricted shares granted on April 19, 2016.

 

No such non-cash share-based compensation expense was recognised for the three and six months ended June 30, 2020, in respect of the restricted shares granted on April 19, 2016.

 

As of June 30, 2020, there was no unrecognized stock-based compensation associated with the above restricted shares. As of June 30, 2020, 4,167 vested shares were to be issued.

 

Restricted shares granted on August 23, 2019

 

On August 23, 2019, pursuant to the Company’s 2015 Equity Incentive Plan, the Compensation Committee granted an aggregate of 1,887,000 restricted share units of the Company’s common stock to certain employees, officers and directors of the Company, of which 710,000 restricted share units were granted to the Company’s executive officers and directors. There are two types of vesting schedules, (i) the share units will vest semi-annually in 6 equal installments over a three year period with the first vesting on September 30, 2019; (ii) the share units will vest annual in 3 equal installments over a three year period with the first vesting on March 31, 2021. The fair value of these restricted shares was $0.9 per share on August 23, 2019. The Company recognizes the share-based compensation expenses over the vesting period (or the requisite service period) on a graded-vesting method.

 

The Company recorded non-cash share-based compensation expense of $153,961 and $454,096 for three and six months ended June 30, 2020, respectively, in respect of the restricted shares granted on August 23, 2019.

 

As of June 30, 2020, non-vested restricted share units granted on August 23, 2019 are as follows:

 

Non-vested shares as of January 1, 2020     1,505,833  
Granted     -  
Vested     (293,498 )
Forfeited     (58,333 )
Non-vested shares as of June 30, 2020     1,154,002  

 

As of June 30, 2020, there was unrecognized stock-based compensation of $510,732 associated with the above restricted shares. As of June 30, 2020, no 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 and six months ended June 30, 2019 and 2020.

 

31

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

19. Loss Per Share

 

The following is the calculation of loss per share:

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
Net loss   $ (2,334,174 )   $ (1,198,167 )   $ (5,141,507 )   $ (3,552,278 )
Less: Net loss (profit) attributable to non-controlling interests     16,790       952       36,731       (4,918 )
Net loss attributable to shareholders of CBAK Energy Technology, Inc.     (2,317,384 )     (1,197,215 )     (5,104,776 )     (3,557,196 )
                                 
Weighted average shares used in basic and diluted computation (note)     35,379,994       60,430,255       32,095,479       56,877,900  
                                 
Loss per share– basic and diluted   $ (0.07 )   $ (0.02 )   $ (0.16 )   $ (0.06 )

 

  Note: Including 84,830 and 142,662 vested restricted shares granted pursuant to the 2015 Plan that were not yet issued for the three and six months ended June 30, 2019 and 5,834 vested restricted shares granted pursuant to the 2015 Plan that were not yet issued for the three and six months ended June 30, 2020.

 

For the three and six months ended June 30, 2019, nil unvested restricted shares were anti-dilutive and excluded from shares used in the diluted computation.

 

For the three and six months ended June 30, 2020, 1,154,002 unvested restricted shares were anti-dilutive and excluded from shares used in the diluted computation.

 

20. 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.

 

32

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

21. Commitments and Contingencies

 

  (i) Capital Commitments

 

As of December 31, 2019 and June 30, 2020, the Company had the following contracted capital commitments:

 

    December 31,     June 30,  
    2019     2020  
For construction of buildings   $ 3,397,961     $ 1,729,629  
For purchases of equipment     -       303,976  
Capital injection to CBAK Power, CBAK Trading and CBAK Energy (Note 1)     83,900,000       82,565,000  
    $ 87,297,961     $ 84,598,605  

 

  (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 the Company’s 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 $1,193,301 (RMB8,430,792), including construction costs of $0.9 million (RMB6.1 million, which the Company already accrued for at June 30, 2016), interest of $28,308 (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 $1,193,301 (RMB8,430,792) for a period of one year. 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. The Court further froze the bank deposits for another one year until August 27, 2019 upon the request of Shenzhen Huijie on August 27, 2018. On August 27, 2019, the Court froze the bank deposits for another year until August 27, 2020, upon the request of Shenzhen Huijie. On June 28, 2020, the Court of Dalian entered the final judgement as described below and the bank deposit was released in July 2020.

 

On June 30, 2017, according to the trial of first instance, the Court of Zhuanghe ruled that CBAK Power should pay the remaining contract amount of RMB6,135,860 (approximately $0.9 million) claimed by Shenzhen Huijie as well as other expenses incurred including deferred interest, discounted charge on bills payable, litigation fee and property preservation fee totaled $0.1 million, the Company has accrued for these amounts as of December 31, 2017. On July 24, 2017, CBAK Power filed an appellate petition to the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” to defend the adjudication dated on June 30, 2017. On November 17, 2017, the Court of Dalian rescinded the original judgement and remanded the case to the Court of Zhuanghe for retrial. The Court of Zhuanghe did a retrial and requested an appraisal to be performed by a third-party appraisal institution on the construction cost incurred and completed by Shenzhen Huijie on the subject project. On November 8, 2018, the Company received from the Court of Zhuanghe the construction-cost-appraisal report which determined that the construction cost incurred and completed by Shenzhen Huijie for the subject project to be $1,292,249 (RMB9,129,868). On May 20, 2019, the Court of Zhuanghe entered a judgment that Shenzhen Huijie should pay back to CBAK Power $251,141 (RMB1,774,337) (the amount CBAK Power paid in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019. Shenzhen Huijie filed an appellate petition to the Court of Dalian. On June 28, 2020, the Court of Dalian entered the final judgment that Shenzhen Huijie should pay back to CBAK Power $235,969 (RMB1,667,146) (the amount CBAK Power paid in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019, and reimburse the litigation fees totaling $29,626 (RMB209,312) that CBAK Power has paid. As of June 30, 2020, CBAK Power has not received the final judgement amount totaled $265,195 from Shenzhen Huijie.

 

33

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

21. Commitments and Contingencies (continued)

 

  (ii) Litigation (continued)

 

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 ($2,587,346), including goods amount of RMB17,428,000 ($2,466,773) and interest of RMB851,858 ($120,573). On December 19, 2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,466,773) and the interest until the goods amount was paid off, and a litigation fee of RMB131,480 ($18,610). 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 AnyuanBus’ 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 AnyuanBus’ shareholders should be liable to pay the Company the debt as confirmed under the trial. On November 9, 2018, all the shareholders appealed against the judgment after receiving the notice from the Court. On March 29, 2019, the Company received judgment from the Court of Zhuanghe that all these six shareholders cannot be added as judgment debtors. On April 11, 2019, the Company have filed appellate petition to the Intermediate Peoples’ Court of Dalian challenging the judgment from the Court of Zhuanghe. On October 9, 2019, the Intermediate Peoples’ Court of Dalian dismissed the appeal by the Company and affirmed the original judgment. As of December 31, 2019 and June 30, 2020, the Company had made a full provision against the receivable from Anyuan Bus of RMB 17,428,000 ($2,466,773).

 

On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16 million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of June 30, 2020, the Company have accrued the equipment cost of $0.14 million (RMB976,000).

 

On August 9, 2019, upon the request of Shenzhen Xinjiatuo Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK Power’s bank deposits totaling $0.16 million (RMB1,117,269), including equipment cost $0.14 million (RMB976,000), interest $0.02 million (RMB136,269) and litigation fees of $708 (RMB5,000) for a period of one year to August 2020. The Company believes that the plaintiff’s claims are without merit and are vigorously defending themselves in this proceeding.

 

On August 7, 2019, CBAK Power filed counter claim arbitration against Shenzhen Xinjiatuo Automobile Technology Co., Ltd for return of the prepayment due to the unqualified equipment, and sought a total amount of $0.28 million (RMB1,986,400), including return of prepayment of $0.2 million (RMB1,440,000), liquidated damages of $67,940 (RMB480,000) and litigation fees of $9,404 (RMB66,440). In early July 2020, Shenzhen Court of International Arbitration made arbitration award dismissing the plaintiff’s claim and CBAK Power’s counterclaim and the bank deposits was released in early August, 2020.

 

In early September, 2019, several employees of CBAK Suzhou files arbitration with Suzhou Industrial Park Labor Disputes Arbitration Commission against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $90,354 (RMB638,359) and compensation of $76,857 (RMB543,000), totaling $0.17 million (RMB1,181,359). In addition, upon the request of the employees for property preservation, bank deposit of $0.17 million (RMB1,181,359) was frozen by the court of Suzhou for a period of one year. On September 5, 2019, CBAK Suzhou and the employees reached an agreement that CBAK Suzhou will pay these salaries and compensation. In February 2020, the Company fully repaid the salaries and compensation. As of June 30, 2020, $6 (RMB43) was frozen by bank.

 

In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou Security”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total amount of $19,775 (RMB139,713), including services expenses amount of $19,661 (RMB138,908) and interest of $114 (RMB805). Upon the request of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB150,000) for a period of one year. As of June 30, 2020, $4,664 (RMB32,955) was frozen by bank and the Company had accrued the service cost of $19,775 (RMB139,713).

 

34

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

21. Commitments and Contingencies (continued)

 

  (ii) Litigation (continued)

 

In December, 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd. (“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian Construction sought a total amount of $97,817 (RMB691,086) and interest $1,831 (RMB12,934). As of December 31, 2019, the Company has accrued the construction cost of $97,817 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $99,648 (RMB704,020) for a period of one year to December 2020. As of December 31, 2019, $93,592 (RMB661,240) was frozen by bank. In January 2020, CBAK Power and Dalian Construction have come to a settlement, and the bank deposit was then released.

 

In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a total amount of $0.6 million (RMB4,434,209), which have already been accrued for as of June 30, 2020. Upon the request of Dongguan Shanshan for property preservation, the Court of Zhuanghe ordered freeze CBAK Power’s bank deposits totaling $0.6 million (RMB4,434,209) for a period of one year to December 17, 2020. As of June 30, 2020, $34,190 (RMB241,554) was frozen by bank. In July 2020, CBAK Power and Dongguan Shanshan have come to a settlement under which CBAK Power agreed to pay Dongguan Shanshan goods value of $507,652 (RMB3,586,609) in six installments before December 31, 2020, insurance and travel expenses of $1,728 (RMB12,206) before July 31, 2020, and litigation costs of $3,238 (RMB22,878). The bank deposit was thereafter released.

 

On March 20, 2020, CBAK Power received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing Co., Ltd (“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Cangzhou Huibang sought a total amount of $0.3 million (RMB2,029,594), including materials purchase cost of $0.3 million (RMB1,932,947), and interest of $13,651 (RMB96,647). As of June 30, 2020, the Company has accrued materials purchase cost of $0.3 million (RMB1,932,947). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi ordered to freeze CBAK Power’s bank deposits totaling $0.3 million (RMB2,029,594) for a period of one year to March 3, 2020. As of June 30, 2020, $2,629 (RMB18,575) was frozen by bank.

 

In June 2020, CBAK Suzhou received notice from Court of Suzhou Industrial Park that Ligao (Shandong) New Energy Technology Co., Ltd (“Ligao”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Ligao sought a total amount of $10,983 (RMB77,599), including contract amount of $10,386 (RMB73,380) and interest of $597 (RMB4,219). As of June 30, 2020, the Company had accrued the material purchase cost of $10,386 (RMB73,380).

 

In April 2020, CBAK Power received notice from Court of Nanshan District of Shenzhen that Shenzhen Klclear Technology Co., Ltd. (“Shenzhen Klclear”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the materials purchase contract. Shenzhen Klclear sought a total amount of $1 million (RMB 6,250,764), which has already been accrued for as of June 30, 2020.

 

In June 2020, CBAK Suzhou received notice from Court of Yushui District, Xinyu City that Jiangxi Ganfeng Battery Technology Co., Ltd (“Ganfeng Battery”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Ganfeng Battery sought a total amount of $106,974 (RMB755,780), including contract amount of $103,751 (RMB733,009) and interest of $3,223 (RMB22,771). Upon the request of Ganfeng Battery for property preservation, the Court of Yushui froze CBAK Suzhou’s bank deposits totaling $108,986 (RMB769,994) for a period of one year. As of June 30, 2020, nil was frozen by bank and the Company had accrued the material purchase cost of $103,751 (RMB733,009).

 

In June 2020, CBAK Suzhou received notice from Court of Suzhou Industrial Park that Suzhou Jihongkai Machine Equipment Co., Ltd (“Jihongkai”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Jihongkai sought contract amount of $24,872 (RMB175,722) and interest as accrued until settlement. As of June 30, 2020, the Company had accrued the material purchase cost of $24,872 (RMB175,722).

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Nanjing Jinlong Chemical Co., Ltd. (“Nanjing Jinlong”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Nanjing Jinlong sought a total amount of $116,347 (RMB822,000). As of June 30, 2020, the Company accrued the material purchase cost of $116,347.

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Xi'an Anpu New Energy Technology Co. LTD (“Xi'an Anpu”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Xi'an Anpu sought a total amount of $119,454 (RMB843,954), including RMB768,000 for equipment cost and RMB75,954 for liquidated damages. As of June 30, 2020, the Company accrued the equipment cost of $108,703 (RMB768,000). Upon the request of Xi'an Anpu for property preservation, the Court of Dalian Economic and Technology Development Zone ordered to freeze CBAK Power’s bank deposits $0.1 million (RMB843,954) for a period to May 11, 2022. As of June 30, 2020, nil was frozen by bank and the Company had accrued the equipment cost of $108,703 (RMB768,000) .

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Shenzhen Gd Laser Technology Co., Ltd. (“Shenzhen Gd”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Shenzhen Gd sought a total amount of $22,837 (RMB161,346), including equipment cost of $21,231 (RMB150,000) and interest amount of $1,606 (RMB11,346).

 

35

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

22. 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 June 30, 2019 and 2020 as follows:

 

    Three months ended June 30,  
    2019     2020  
Customer B   $ 2,633,652       61.66 %   $ 2,584,606       55.89 %
Customer D     *       *       1,626,944       35.18 %
Shenzhen BAK     769,052       18.01 %     *       *  

 

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

 

  The Company had the following customers that individually comprised 10% or more of net revenue for the six months ended June 30, 2019 and 2020 as follows:

 

    Six months ended June 30,  
    2019     2020  
Customer A   $ 1,527,998       16.18 %   $ *       *  
Customer B     3,875,327       41.04 %     4,677,699       40.59 %
Customer C     1,066,260       11.29 %     *       *  
Customer D     *       *       2,009,845       17.44 %
Customer E     *       *       3,767,605       32.69 %
Customer F     1,025,998       10.87 %     *       *  

 

* 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, 2019 and June 30, 2020 as follows:

 

    December 31, 2019     June 30, 2020  
Customer A   $ 902,309       11.47 %   $ *       *  
Customer B     1,725,293       21.93 %     1,740,448       15.19 %
Customer C     1,713,628       21.78 %     1,519,014       13.26 %
Customer G     830,821       10.56 %     *       *  
Customer E     *       *       4,103,268       35.82 %

 

* Comprised less than 10% of account receivable for the respective period.

 

The Company had the following suppliers that individually comprised 10% or more of net purchase for the three months ended June 30, 2019 and 2020 as follows:

 

    Three months ended June 30,  
    2019     2020  
Supplier A   $ 326,949       12.03 %   $ *       *  
Supplier B     402,026       14.79 %     *       *  
Supplier C     278,794       10.25 %     *       *  
Supplier D     *       *       294,786       23.52 %

 

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

 

36

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

22. Concentrations and Credit Risk (continued)

 

  (a) Concentrations (continued)

 

The Company had the following suppliers that individually comprised 10% or more of net purchase for the six months ended June 30, 2019 and 2020 as follows:

 

    Six months ended June 30,  
    2019     2020  
Supplier E   $ 996,484       17.26 %   $ *       *  
Shenzhen BAK     *       *       3,841,680       64.96 %

 

The Company had the following suppliers that individually comprised 10% or more of accounts payable as of December 31, 2019 and June 30, 2020 as follows:

 

    December 31, 2019     June 30, 2020  
Supplier B   $ 1,126,582       10.10 %   $ 1,096,148       11.53 %

 

For the three and six months ended June 30, 2019 and 2020, the Company recorded the following transactions:

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
Purchase of inventories from                        
BAK Shenzhen*   $ 65,102     $         -     $ 65,102     $ -  
Shenzhen BAK*     -       -       -       3,841,680  
                                 
Sales of finished goods to                                
BAK Shenzhen*     685,211       -       769,052       69,226  

 

* Mr. Xiangqian Li, the former CEO, is a director of this company.

 

37

 

 

CBAK Energy Technology, Inc. and subsidiaries

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2019 and 2020

(Unaudited)

(In US$ except for number of shares)

 

22. Concentrations and Credit Risk (continued)

 

  (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, 2019 and June 30, 2020, 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.

 

23. Segment Information

 

The Company used to engage in one business segment, the manufacture, commercialization and distribution of a wide variety of standard and customized lithium ion rechargeable batteries for use in a wide array of applications. The Company manufactured five types of Li-ion rechargeable batteries: aluminum-case cell, battery pack, cylindrical cell, lithium polymer cell and high-power lithium battery cell. The Company’s products are sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices.

 

After the disposal of BAK International and its subsidiaries (see Note 1), the Company focused on producing high-power lithium battery cells. Net revenues for the three and six months ended June 30, 2019 and 2020 were as follows:

 

Net revenues by product:

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
High power lithium batteries used in:                                
Electric vehicles   $ 326,484     $ 118,737     $ 1,540,570     $ 333,855  
Light electric vehicles     -       2,593       -       3,344  
Uninterruptable supplies     3,944,452       4,502,917       7,902,041       11,188,322  
Total   $ 4,270,936     $ 4,624,247     $ 9,442,611     $ 11,525,521  

 

Net revenues by geographic area:

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2019     2020     2019     2020  
Mainland China   $ 4,270,936       4,359,930     $ 9,017,662       11,236,719  
Europe     -       263,800       -       263,800  
PRC Taiwan     -       -       452       -  
Israel     -       -       121,678       -  
USA     -       -       223,465       -  
Others     -       517       79,354       25,002  
Total   $ 4,270,936     $ 4,624,247     $ 9,442,611     $ 11,525,521  

 

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

 

  38  

 

 

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, 2019, 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.;

 

  39  

 

 

●   “CBAK Power” are to our PRC subsidiary, Dalian CBAK Power Battery Co., Ltd;
   
●   “CBAK Suzhou” are to our PRC subsidiary, CBAK New Energy (Suzhou) Co., Ltd;
   
●   “CBAK Energy” are to our PRC subsidiary, Dalian CBAK Energy Technology Co., Ltd.;
   
●   “China” and “PRC” are to the People’s Republic of China;
   
●   “RMB” are to Renminbi, the legal currency of China;
   
●   “U.S. dollar”, “$” and “US$” are to the legal currency of the United States;
   
●   “SEC” are to the United States Securities and Exchange Commission;
   
●   “Securities Act” are to the Securities Act of 1933, as amended; and
   
●   “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

 

Overview

 

We are engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications:

 

Electric vehicles (“EV”), such as electric cars, electric buses, hybrid electric cars and buses;
   
Light electric vehicles (“LEV”), such as electric bicycles, electric motors, sight-seeing cars; and
   
Electric tools, energy storage, uninterruptible power supply, and other high power applications.

 

We acquired most of the operating assets, including customers, employees, patents and technologies of our former subsidiary, BAK International (Tianjin) Ltd. (“BAK Tianjin”). Such assets were acquired in exchange for a reduction in receivables from our former subsidiaries that were disposed in June 2014. For now, we have equipped with complete production equipment which can fulfil most of our customers’ needs.

 

We currently conduct our business through three wholly-owned operating subsidiaries in China that we own through BAK Asia, a holding company formed under the laws of Hong Kong on July 9, 2013, and CBAK Suzhou, a 90% owned subsidiary of CBAK Power, one of our wholly-owned PRC operating subsidiaries:

 

CBAK Trading, wholly-owned by BAK Asia, located in Dalian, China, incorporated on August 14, 2013, focuses on the wholesale of lithium batteries and lithium batteries’ materials, import & export business and related technology consulting service; and
   
CBAK Power, wholly-owned by BAK Asia, located in Dalian, China, incorporated on December 27, 2013, focuses on the development and manufacture of high-power lithium batteries.
   
CBAK Suzhou, 90% owned by CBAK Power, located in Suzhou, China, incorporated on May 4, 2018, focuses on the development and manufacture of new energy high power battery packs; and
   
CBAK Energy, wholly-owned by BAK Asia, located in Dalian, China, incorporated on November 21, 2019, focuses on the development and manufacture of lithium batteries, wholesale of lithium batteries and lithium batteries’ materials, import & export business and related technology consulting service.

 

We generated revenues of $4.3 million and $4.6 million for the three months ended June 30, 2019 and 2020, respectively. We had a net loss of $2.3 million and $1.2 million in the three months ended June 30, 2019 and 2020, respectively. As of June 30, 2020, we had an accumulated deficit of $179.7 million and net assets of $15.1 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 June 30, 2020.

 

Due to the growing environmental pollution problem, the Chinese government has been providing support to the development of new energy facilities and vehicles. However, the Chinese government has significantly reduced the amount of subsidies available to electric vehicle makers over the years and this trend continues for the next three years. Given the changing market environment, we plan to continue to focus our resources on the existing cylindrical batteries for UPS market, temporarily reduce the investment on R&D of new products for electric vehicle market and cut down the production of EV batteries. We believe that with the booming market demand in high power lithium ion products, we can continue as a going concern and return to profitability.

 

Although the COVID-19 pandemic has caused disruptions to our operations, so far it has had limited adverse impacts on our operating results, and our revenue grew by $2.1 million, or 22.1% for the six months ended June 30, 2020, compared to the same period of 2019. This revenue increase was primarily attributable to an increase of $3.3 million, or 41.6% in sales of batteries for uninterruptable power supplies (“UPS”).

 

  40  

 

 

Recent Developments

 

New Investment

 

On June 23, 2020, BAK Asia, our wholly-owned Hong Kong subsidiary, entered into a framework investment agreement with Jiangsu Gaochun Economic Development Zone Development Group Company (“Gaochun EDZ”), pursuant to which we intend to develop certain lithium battery projects that aim to have a production capacity of 8Gwh. Gaochun EDZ agreed to provide various support to facilitate the development and operation of the projects.

 

Financing Activities

 

The following developments in our financing activities should be read in conjunction with the “Liquidity and Capital Resources” section below, which provides the context and history of these events.

 

On July 6, 2020, we entered into a Sixth exchange agreement (the “Sixth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 8, 2020, we entered into a First exchange agreement for Note II (the “First Exchange Agreement - Note II”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on December 30, 2019, which has an original principal amount of $1,670,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 453,161 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 29, 2020, we entered into a Seventh exchange agreement (the “Seventh Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $365,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 576,802 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

  41  

 

 

New Subsidiaries

 

On July 14, 2020, we acquired BAK Asia Investments Limited, a company incorporated under Hong Kong laws, from Xiangqian Li, for cash consideration of HK$1.00. BAK Asia Investments Limited is a holding company without any business operations. On July 31, 2020, BAK Asia Investments Limited formed CBAK New Energy (Nanjing) Co., Ltd. in China, which in turn formed Nanjing CBAK New Energy Technology Co., Ltd. in China on August 6, 2020. Both CBAK New Energy (Nanjing) Co., Ltd. and Nanjing CBAK New Energy Technology Co., Ltd. were established to expand our business of developing, manufacturing and selling new energy high power lithium batteries. These two entities have yet to commence business operations as of the date of this report.

 

Financial Performance Highlights for the Quarter Ended June 30, 2020

 

The following are some financial highlights for the quarter ended June 30, 2020:

 

Net revenues: Net revenues increased by $0.3 million, or 8%, to $4.6 million for the three months ended June 30, 2020, from $4.3 million for the same period in 2019.
   
Gross profit: Gross profit was $0.1 million, representing an increase of $0.3 million, for the three months ended June 30, 2020, from gross loss of $0.2 million for the same period in 2019.
   
Operating loss: Operating loss was $0.9 million for the three months ended June 30, 2020, reflecting a decrease of $1.2 million from an operating loss of $2.1 million for the same period in 2019.
   
Net loss: Net loss was $1.2 million for the three months ended June 30, 2020, representing a decrease of $1.1 million from net loss of $2.3 million for the same period in 2019.
   
Fully diluted loss per share: Fully diluted loss per share was $0.02 for the three months ended June 30, 2020, as compared to fully diluted loss per share of $0.07 for the same period in 2019.

 

  42  

 

 

Financial Statement Presentation

 

Net revenues. The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

 

Revenues from product sales are recognized when the customer obtains control of our product, which occurs at a point in time, typically upon delivery to the customer. We expense incremental costs of obtaining a contract as and when incurred 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.

 

  43  

 

 

Finance expense, 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 PRC (Hong Kong), the entity had not paid any such tax.

 

Results of Operations

 

Comparison of Three Months Ended June 30, 2019 and 2020

 

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
June 30,
    Change  
    2019     2020     $     %  
Net revenues   $ 4,271     $ 4,625       354       8  
Cost of revenues     (4,491 )     (4,537 )     (46 )     1  
Gross (loss) profit     (220 )     88       308       (140 )
Operating expenses:                                
Research and development expenses     514       385       (129 )     (25 )
Sales and marketing expenses     262       101       (161 )     (61 )
General and administrative expenses     818       757       (61 )     (7 )
Provision for (recovery of) doubtful accounts     253       (245 )     (498 )     (197 )
Total operating expenses     1,847       998       (849 )     (46 )
Operating loss     (2,067 )     (910 )     1,157       56  
Finance expenses, net     (362 )     (385 )     (23 )     (6 )
Other income, net     94       97       3       3  
Loss before income tax     (2,335 )     (1,198 )     1,137       49  
Income tax expenses     -       -                  
Net loss     (2,335 )     (1,198 )     1,137       49  
Less: Net loss attributable to non-controlling interests     17       1       (16 )     (94 )
Net loss attributable to shareholders of CBAK Energy Technology, Inc.     (2,318 )     (1,197 )     1,121       48  

 

  44  

 

 

Net revenues. Net revenues were $4.6 million for the three months ended June 30, 2020, as compared to $4.3 million for the same period in 2019, representing an increase of $0.4 million, or 8%.

 

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 June 30,     Change  
    2019     2020     $     %  
High power lithium batteries used in:                        
Electric vehicles   $ 326     $ 119       (207 )     (63 )
Light electric vehicles     -       3       3       -  
Uninterruptable supplies     3,945       4,503       558       14 %
Total   $ 4,271     $ 4,625       354       8 %

 

Net revenues from sales of batteries for electric vehicles were $0.1 million for the three months ended June 30, 2020 as compared to $0.3 million in the same period of 2019, representing a decrease of $0.2 million, or 63%. Our revenues have been adversely impacted by the reduction of government subsidy for new energy vehicles. 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.

 

  45  

 

 

Net revenues from sales of batteries for uninterruptable power supplies were $4.5 million for the three months ended June 30, 2020, as compared with $3.9 million in the same period in 2019, representing an increase of $0.6 million, or 14%. As we continued to focus more on this market, sale of batteries for uninterruptable power supplies increased significantly.

 

Cost of revenues. Cost of revenues was $4.5 million for the three months ended June 30, 2020 and 2019. Included in cost of revenues were write down of obsolete inventories of $47,977 for three months ended June 30, 2020, while it was $0.5 million for the same period in 2019. We write down inventory value whenever there is an indication that it is impaired. However, further write-down may be necessary if market conditions continue to deteriorate.

 

Gross profit (loss). Gross profit for the three months ended June 30, 2020 was $0.1 million, or 1.9% of net revenues, as compared to gross loss of $0.2 million, or -5.2% of net revenues for the same period in 2019. Our new Dalian facilities commenced manufacturing activities in July 2015. With our sustained effort, the quality passing rate of our product has improved due to cost control and enhancement construction on production line. As a result, we recorded a gross profit for the three months ended June 30, 2020.

 

Research and development expenses. Research and development expenses decreased to approximately $0.4 million for the three months ended June 30, 2020, as compared to approximately $0.5 million for the same period in 2019, a decrease of $0.1 million, or 25%. The decrease was primarily resulted from a decrease of salaries and social insurance expenses. In response to the COVID-19, the Chinese government reduced employer obligations on social security contributions for a specified period to ease the burden of enterprises.

 

Sales and marketing expenses. Sales and marketing expenses decreased to $0.1 million for the three months ended June 30, 2020, as compared to approximately $0.3 million for the same period in 2019, a decrease of approximately $0.2 million, or 62%. As a percentage of revenues, sales and marketing expenses were 2% and 6% for the three months ended June 30, 2020 and 2019, respectively. The decrease was mainly resulted from a decrease of salaries and social insurance expenses by approximately $0.1 million as a result of the Chinese government’s social security relief for enterprises, in response to COVID-19.

 

  46  

 

 

General and administrative expenses. General and administrative expenses decreased to $0.7 million for the three months ended June 30, 2020, as compared to approximately $0.8 million for the same period in 2019. The decrease was primarily resulted from the decrease of salaries and social insurance, as a result of the Chinese government’s social security relief for enterprises, in response to COVID-19. We also continued to tighten cost control in order to improe profitability.

 

Provision for (recovery of) doubtful accounts. Recovery of doubtful accounts was $0.2 million for the three months ended June 30, 2020, as compared to a provision for doubtful accounts of $0.3 million for the same period in 2019. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions. We have recovered $0.3 million of cash from customers for the three months ended June 30, 2020.

 

Operating loss. As a result of the above, our operating loss totaled $0.9 million for the three months ended June 30, 2020, as compared to $2.1 million for the same period in 2019, representing a decrease of $1.2 million, or 56%.

 

Finance expenses, net. Finance expenses consist primarily of interest income and interest on bank loans, net of capitalized interest. Interest expenses increased as a result of our higher average loan balances.

 

Income tax. Income tax was nil for both three months ended June 30, 2020 and 2019.

 

Net loss. As a result of the foregoing, we had a net loss of $1.2 million for the three months ended June 30, 2020, compared to a net loss of $2.3 million for the same period in 2019.

 

Comparison of Six Months Ended June 30, 2019 and 2020

 

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)

 

    Six Months ended June 30,     Change  
    2019     2020     $     %  
Net revenues   $ 9,443     $ 11,526       2,083       22  
Cost of revenues     (9,892 )     (11,232 )     (1,340 )     14  
Gross (loss) profit     (449 )     294       743       166  
Operating expenses:                                
Research and development expenses     947       684       (263 )     (28 )
Sales and marketing expenses     627       194       (433 )     (69 )
General and administrative expenses     2,258       1,873       (385 )     (17 )
Provision for doubtful accounts     324       428       104       32  
Total operating expenses     4,156       3,179       (977 )     (24 )
Operating loss     (4,605 )     (2,885 )     1,720       37  
Finance expenses, net     (649 )     (813 )     (164 )     (25 )
Other income (expense), net     112       146       34       30  
Loss before income tax     (5,142 )     (3,552 )     1,590       31  
Income tax expenses     -       -       -       -  
Net loss     (5,142 )     (3,552 )     1,590       31  
Less: Net loss (profit) attributable to non-controlling interests     37       (5 )     (42 )     (114 )
Net loss attributable to shareholders of CBAK Energy Technology, Inc.     (5,105 )     (3,557 )     1,548       30  

  

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Net revenues. Net revenues were $11.5 million for the six months ended June 30, 2020, as compared to $9.4 million for the same period in 2019, representing an increase of $2.1 million, or 22%.

 

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)

 

    Six months ended
June 30,
    Change  
    2019     2020     $     %  
High power lithium batteries used in:                        
Electric vehicles   $ 1,541     $ 334       (1,207 )     (78 )
Light electric vehicles     -       3       3          
Uninterruptable supplies     7,902       11,189       3,287       42  
Total   $ 9,443     $ 11,526       2,083       22  

 

Net revenues from sales of batteries for electric vehicles were $0.3 million for the six months ended June 30, 2020 as compared to $1.5 million in the same period of 2019, representing a decrease of $1.2 million, or 78%. 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.

 

Net revenues from sales of batteries for uninterruptable power supplies (“UPS”) was $11.2 million in the six months ended June 30, 2020, as compared with $7.9 million in the same period in 2019, representing an increase of $3.3 million, or 42%. As we continued to focus more on this market, sale of batteries for uninterruptable power supplies increased significantly.

 

Cost of revenues. Cost of revenues increased to $11.2 million for the six months ended June 30, 2020, as compared to $9.9 million for the same period in 2019, increase of $1.3 million, or 14%. Included in cost of revenues were write down of obsolete inventories of $0.5 million for six months ended June 30, 2020, while it was $0.6 million for the same period in 2019. We write down 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 profit (loss). Gross profit for the six months ended June 30, 2020 was $0.3 million, or 2.5% of net revenues as compared to gross loss of $0.4 million, or 4.8% of net revenues, for the same period in 2019, an increase of gross profit $0.7 million. Our new Dalian facilities commenced manufacturing activities in July 2015. With our sustained effort, the quality passing rate of our product has improved due to cost control and enhancement construction on production line. As a result, we recorded a gross profit for the six months ended June 30, 2020.

 

Research and development expenses. Research and development expenses decreased to approximately $0.7 million for the six months ended June 30, 2020, as compared to approximately $0.9 million for the same period in 2019, a decrease of $0.2 million, or 28%. The decrease was primarily resulted from the decrease of salaries and social insurance expenses by approximately $0.3 million due to the suspension of our operations in the first quarter of 2020 and the Chinese government’s social security relief for enterprises, in response to COVID-19.

 

Sales and marketing expenses. Sales and marketing expenses decreased to approximately $0.2 million for the six months ended June 30, 2020, as compared to approximately $0.6 million for the same period in 2019. As a percentage of revenues, sales and marketing expenses were 1.7% and 6.6% for the six months ended June 30, 2020 and 2019, respectively. The decrease was resulted from the decrease of salaries and social insurance expenses by approximately $0.2 million due to the suspension of our operations in the first quarter of 2020 and the Chinese government’s social security relief for enterprises, in response to COVID-19.

 

General and administrative expenses. General and administrative expenses decreased by $0.4 million or 17% to $1.9 million for the six months ended June 30, 2020 compared to $2.3 million for the same period in 2019. The decrease was primarily resulted from the decrease of salaries and social insurance expenses by approximately $0.4 million due to the suspension of our operations in the first quarter of 2020 and the Chinese government’s social security relief for enterprises, in response to COVID-19. We also continued to tighten cost control in order to improve profitability.

 

Provision for doubtful accounts. Provision for doubtful accounts was $0.4 million for the six months ended June 30, 2020, as compared to a provision for doubtful accounts of $0.3 million for the same period in 2019. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions.

 

Operating loss. As a result of the above, our operating loss decreased to $2.9 million for the six months ended June 30, 2020, as compared to approximately $4.6 million for the six months ended June 30, 2019.

 

Finance expenses, net. Finance expenses consist primarily of interest income and interest on bank loans, net of capitalized interest. Finance expenses increased to $0.8 million for the six months ended June 30, 2020, as compared to $0.6 million for the six months ended June 30, 2020, an increase of $0.2 million, or 25%. Interest expenses increased as a result of our higher average loan balances.

 

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Income tax. Income tax was nil for the six months ended June 30, 2020 and 2019.

 

Net loss. As a result of the foregoing, we had a net loss of $3.6 million for the six months ended June 30, 2020, compared to a net loss of $5.1 million for the same period in 2019.

 

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 $3.6 million for the six months ended June 30, 2020. As of June 30, 2020, we had cash and cash equivalents of $0.2 million. Our total current assets were $27.5 million and our total current liabilities were $64.2 million, resulting in a net working capital deficiency of $36.7 million. These factors raise substantial doubts about our ability to continue as a going concern.

 

We have obtained banking facilities from various local banks in China. On June 4, 2018, we obtained banking facilities from China Everbright Bank Dalian Branch with a maximum amount of RMB200 million (approximately $28.3 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 ($0.11 million) on December 10, 2018, RMB24.3 million ($3.44 million) on June 10, 2019, RMB0.8 million ($0.11 million) on December 10, 2019, RMB74.7 million ($10.6 million) on June 10, 2020, RMB0.8 million ($0.11 million) on December 10, 2020 and RMB66.3 million ($9.4 million) on June 10, 2021.

 

On June 28, 2020, we entered into a supplemental agreement with China Everbright Bank Dalian Branch to change the repayment schedule. According to the modification agreement, the RMB141.8 million (approximately $20.03 million) loans are repayable in eight instalments of RMB1.09 million ($0.15 million) on June 10, 2020, RMB 1 million ($0.14 million) on December 10, 2020, RMB2 million ($0.28 million) on January 10, 2021, RMB2 million ($0.28 million) on February 10, 2021, RMB2 million ($0.28 million) on March 10, 2021, RMB2 million ($0.28 million) on April 10, 2021, RMB2 million ($0.28 million) on May 10, 2021, RMB129.7 million ($18.3 million) on June 10, 2021, respectively.

 

Under the facilities with China Everbright Bank Dalian Branch, we borrowed RMB141.8 million (approximately $20.07 million) as of June 30, 2020. The facilities were secured by our land use rights, buildings, machinery and equipment. We repaid the bank loan of RMB0.8 million ($0.11 million), RMB24.3 million ($3.44 million), RMB0.8 ($0.11 million) and RMB1.09 million ($0.16 million) in December 2018, June 2019, December 2019 and June 2020, respectively. 

 

In October 2019, we borrowed a total of RMB28 million (approximately $3.96 million) in the form of bills payable from China Everbright Bank Dalian Branch for a term until October 15, 2020, which was secured by the Company’s cash totaled RMB28 million (approximately $3.96 million). We discounted these bills payable of even date to China Everbright Bank at a rate of 3.30%.

 

In December 2019, we obtained banking facilities from China Everbright Bank Dalian Friendship Branch totaled RMB39.9 million (approximately $5.7 million) for a term until November 6, 2020, bearing interest at 5.655% per annum. The facility was secured by 100% equity in CBAK Power held by BAK Asia and buildings of Hubei BAK Real Estate Co., Ltd., which our CEO Mr. Yunfei Li holds 15% equity interest. Under the facilities, the Company borrowed RMB39.9 million (approximately $5.7 million) on December 30, 2019.

 

In May and June 2020, we borrowed a series of acceptance bills from China Merchants Bank totaled RMB4.7 million (approximately $0.7 million) for various terms through November to December 2020, which was secured by the Company’s cash totaled RMB4.7 million (approximately $0.7 million).

 

In January 2019, we obtained one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0 million (approximately $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, we borrowed a total of RMB39.6 million ($5.7 million) in 2019, bearing annual interest from 11.3% to 11.6%. We fully repaid the loan principal and accrued interest in March 2020.

 

In March 2020, we obtained additional one-year term facilities from Jilin Province Trust Co. Ltd. with a maximum amount of RMB40.0 million (approximately $5.7 million), which was secured by land use rights and buildings of Eodos Liga Energy Co., Ltd. Under the facilities, we borrowed RMB24.2 million ($3.4 million) on March 13, 2020, bearing annual interest of 13.5%.

 

As of June 30, 2020, we had unutilized committed banking facilities of $6.8 million. We plan to renew these loans upon maturity and intend to raise additional funds through bank borrowings in the future to meet our daily cash demands, if required.

 

In addition, we have obtained funds through private placements and equity financings.

 

On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $3.4 million (RMB23,980,950) and $1.6 million (RMB11,647,890) (totaled $5.0 million, the “First Debt”) to Mr. Dawei Li and Mr. Yunfei Li, respectively.

 

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On January 7, 2019, we entered into a cancellation agreement with Mr. Dawei Li and Mr. Yunfei Li. Pursuant to the terms of the cancellation agreement, Mr. Dawei Li and Mr. Yunfei Li agreed to cancel the First Debt in exchange for 3,431,373 and 1,666,667 shares of common stock of the Company, respectively at an exchange price of $1.02 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the First Debt.

 

On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto Limited (Asia EVK) entered into an agreement with CBAK Power and Tianjin New Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of approximately $0.3 million (RMB2,225,082), $0.1 million (RMB 912,204) and $5.0 million (RMB35,406,036) (collectively $5.4 million, the “Second Debt”) to Mr. Jun Lang, Ms. Jing Shi and Asia EVK, respectively.

 

On April 26, 2019, we entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia EVK (the creditors). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to cancel the Second Debt in exchange for 300,534, 123,208 and 4,782,163 shares of common stock of the Company, respectively, at an exchange price of $1.1 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Second Debt.

 

On June 28, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an agreement with CBAK Power to loan approximately $1.4 million (RMB10,000,000) and $2.5 million (RMB18,000,000) respectively to CBAK Power for a term of six months (collectively $3.9 million, the “Third Debt”). The loan was unsecured, non-interest bearing and repayable on demand.

 

On July 16, 2019, each of Asia EVK and Mr. Yunfei Li entered into an agreement with CBAK Power and Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. (the Company’s construction contractor) whereby Dalian Zhenghong Architectural Decoration and Installation Engineering Co. Ltd. assigned its rights to the unpaid construction fees owed by CBAK Power of approximately $2.8 million (RMB20,000,000) and $0.4 million (RMB2,813,810) (collectively $3.2 million, the “Fourth Debt”) to Asia EVK and Mr. Yunfei Li, respectively.

 

On July 26, 2019, we entered into a cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Dawei Li, Mr. Yunfei Li and Asia EVK agreed to cancel the Third Debt and Fourth Debt in exchange for 1,384,717, 2,938,067 and 2,769,435 shares of common stock of the Company, respectively, at an exchange price of $1.05 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Third Debt and Fourth Debt. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On July 24, 2019, we entered into a securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company issued a promissory note (the “Note I”) to the Lender. The Note has an original principal amount of $1,395,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,250,000 after an original issue discount of $125,000 and payment of Lender’s expenses of $20,000.

 

On October 10, 2019, each of Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen entered into an agreement with CBAK Power and Zhengzhou BAK New Energy Vehicle Co., Ltd. (the Company’s supplier of which Mr. Xiangqian Li, the former CEO, is a director of this company) whereby Zhengzhou BAK New Energy Vehicle Co., Ltd. assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $2.1 million (RMB15,000,000), $1.0 million (RMB7,380,000) and $1.0 million (RMB7,380,000) (collectively $4.1 million, the “Fifth Debt”) to Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, respectively.

 

On October 14, 2019, we entered into a cancellation agreement with Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Shangdong Liu, Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen agreed to cancel and convert the Fifth Debt and the Unpaid Earnest Money of approximately $0.9 million (RMB6,720,000) in exchange for 528,053, 3,536,068, 2,267,798 and 2,267,798 shares of common stock of the Company, respectively, at an exchange price of $0.6 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Fifth Debt and the Unpaid Earnest Money. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On December 30, 2019, we entered into a second securities purchase agreement with Atlas Sciences, LLC (the “Lender”), pursuant to which we issued a promissory note (the “Note II”) to the Lender. The Note II has an original principal amount of $1,670,000, bears interest at a rate of 10% per annum and will mature 12 months after the issuance, unless earlier paid or redeemed in accordance with its terms. We received proceeds of $1,500,000 after an original issue discount of $150,000 and payment of Lender’s expenses of $20,000.

 

On January 27, 2020, we entered into an exchange agreement (the “First Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

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On February 20, 2020, we entered into a second exchange agreement (the “Second Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 207,641 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On April 10, 2020, each of Mr. Yunfei Li, Mr. Ping Shen and Asia EVK entered into an agreement with CBAK Power and Shenzhen BAK, whereby Shenzhen BAK assigned its rights to the unpaid inventories cost owed by CBAK Power of approximately $1.0 million (RMB7,000,000), $2.3 million (RMB16,000,000) and $1.0 million (RMB7,300,000) (collectively $4.3 million, the “Sixth Debt”) to Mr. Yunfei Li, Mr. Ping Shen and Asia EVK, respectively.

 

On April 27, 2020, we entered into a cancellation agreement with Mr. Yunfei Li, Mr. Ping Shen and Asia EVK (the creditors). Pursuant to the terms of the cancellation agreement, Mr. Yunfei Li, Mr. Ping Shen and Asia EVK agreed to cancel the Sixth Debt in exchange for 2,062,619, 4,714,557 and 2,151,017 shares of common stock of the Company, respectively, at an exchange price of $0.48 per share. Upon receipt of the shares, the creditors released the Company from any claims, demands and other obligations relating to the Sixth Debt. The cancellation agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the shares.

 

On April 28, 2020, we entered into a third exchange agreement (the “Third Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 312,500 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On June 8, 2020, we entered into a fourth exchange agreement (the “Fourth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 271,739 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On June 10, 2020, we entered into a fifth exchange agreement (the “Fifth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $150,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 407,609 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 6, 2020, we entered into a Sixth exchange agreement (the “Sixth Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 8, 2020, we entered into a First exchange agreement for Note II (the “First Exchange Agreement- Note II”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on December 30, 2019, which has an original principal amount of $1,670,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 453,161 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

On July 29, 2020, we entered into a Seventh exchange agreement (the “Seventh Exchange Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $365,000 (the “Partitioned Promissory Note”) from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 576,802 shares of the Company’s common stock, par value $0.001 per share to the Lender.

 

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 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)

 

    Six Months Ended June 30,  
    2019     2020  
             
Net cash (used in) provided by operating activities   $ (4,892 )   $ 1,982  
Net cash used in investing activities     (1,406 )     (779 )
Net cash provided by (used in) financing activities     6,090       (2,078 )
Effect of exchange rate changes on cash and cash equivalents     42       (88 )
Net increase in cash and cash equivalents, and restricted cash     (166 )     (963 )
Cash and cash equivalents, and restricted cash at the beginning of period     17,689       7,134  
Cash and cash equivalents, and restricted cash at the end of period   $ 17,523     $ 6,171  

 

Operating Activities

 

Net cash provided by operating activities was $2.0 million in the six months ended June 30, 2020, as compared to net cash used in operating activities of $4.9 million in the same period in 2019. The net cash provided by operating activities for the six months ended June 30, 2020 was mainly attributable to an increase of $4.3 million of trade payable to former subsidiaries and a decrease of $2.7 million for inventories, partially offset by our net loss (excluding non-cash depreciation and amortization, provision for doubtful debts, write-down of inventories and share-based compensation) of $1.1 million and an increase of $4.2 million in trade accounts and bills receivables.

 

Net cash used in operating activities was $4.9 million in the six months ended June 30, 2019. The net cash used in operating activities was mainly attributable to a net loss (before loss on disposal of property, plant and equipment, and excluding non-cash depreciation and amortization) of $3.5 million, $10.5 million on settlement of trade accounts, partially offset by a decrease of $6.4 million for trade accounts and bills receivable, a decrease of $2.1 million for prepayments and other receivables and an increase of $0.6 million for accrued expenses and other payables.

 

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Investing Activities

 

Net cash used in investing activities decreased to $0.8 million for the six months ended June 30, 2020, from $1.4 million in the same period of 2019. The net cash used in investing activities mainly consisted of the purchase of equipment and construction in progress.

 

Financing Activities

 

Net cash used in financing activities was $2.1 million in the six months ended June 30, 2020, compared to net cash provided by financing activities of $6.1 million during the same period in 2019. The net cash used in financing activities in the six months ended June 30, 2020 was mainly attributable to repayment of borrowings of $5.6 million to Jilin Province Trust Co. Ltd. and $0.2 million to banks, partially offset by borrowing of $3.4 million from Jilin Province Trust Co. Ltd. under a renewed credit facility and borrowings of $0.3 million from shareholders.

 

Net cash provided by financing activities was $6.1 million in the six months ended June 30, 2019. The net cash provided by financing activities in the six months ended June 30, 2019 was comprised of borrowings from unrelated parties of $6.4 million and advances from shareholders of $4.1 million, partially offset by repayment of bank borrowings of $3.6 million.

 

As of June 30, 2020, 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:            
China Everbright Bank   $ 24,472     $ 19,915  
                 
Other lines of credit:                
China Everbright Bank     9,572       9,572  
China Merchants Bank     659       659  
      10,231       10,231  
                 
Other short-term loan:                
Jilin Province Trust Co. Ltd     5,662       3,425  
                 
Total   $ 40,365     $ 33,571  

 

Capital Expenditures

 

We incurred capital expenditures of $1.4 million and $0.8 million in the six months ended June 30, 2019 and 2020, respectively. Our capital expenditures were used primarily to expand our manufacturing facilities in Dalian.

 

We estimate that our total capital expenditures for the year ending December 31, 2020 will reach approximately $4.0 million. Such funds will be used to expand new automatic manufacturing lines to fulfill our customer demands.

 

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Contractual Obligations and Commercial Commitments

 

The following table sets forth our contractual obligations and commercial commitments as of June 30, 2020:

 

(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                                        
Current maturities of long-term bank loans   $ 19,915     $ 19,915     $   -     $   -     $   -  
Short-term bank loans     5,647       5,647       -       -       -  
Bills payable     5,254       5,254       -       -       -  
Payable to former subsidiaries     1,509       1,509       -       -       -  
Other short-term loans     5,140       5,140       -       -       -  
Notes payable     2,722       2,722       -       -       -  
Capital injection to CBAK Trading     2,565       2,565       -       -       -  
Capital injection to CBAK Power     30,000       30,000       -       -       -  
Capital injection to CBAK Energy     50,000       50,000       -       -       -  
Capital commitments for construction of buildings     1,730       1,730       -       -       -  
Capital commitments for purchase of equipment     304       304       -       -       -  
Future interest on notes payable     89       89                          
Future interest payment on bank loans     1,266       1,266       -       -       -  
Future interest payment on other short-term loan     377       377       -       -       -  
Total   $ 126,518     $ 126,518     $ -     $ -     $ -  

 

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 June 30, 2020.

 

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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.

 

There were no material changes to the critical accounting policies previously disclosed in our audited consolidated financial statements for the year ended December 31, 2019 included in the Annual Report on Form 10-K filed on May 14, 2020.

 

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.

 

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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 Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020. 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 Interim Chief Financial Officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of June 30, 2020.

 

As we disclosed in our Annual Report on Form 10-K filed with the SEC on May 14, 2020, during our assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, 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:

 

  We are in the process of hiring a permanent chief financial officer with significant U.S. GAAP and SEC reporting experience. Ms. Xiangyu Pei was appointed by the Board of Directors of the Company as the Interim Chief Financial Officer on August 23, 2019.

 

  We plan to make necessary changes by providing 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 June 30, 2020 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 entrusting part of the project of the contract to a third party without their prior consent. The plaintiff sought a total amount of $1,193,301 (RMB8,430,792), including construction costs of $0.9 million (RMB6.1 million, which the Company already accrued for at June 30, 2016), interest of $28,308 (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 $1,193,301 (RMB8,430,792) for a period of one year. 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. The Court further froze the bank deposits for another one year until August 27, 2019 upon the request of Shenzhen Huijie on August 27, 2018. On August 27, 2019, the Court froze the bank deposits for another year until August 27, 2020, upon the request of Shenzhen Huijie. On June 28, 2020, the Court of Dalian entered the final judgement as described below and the frozen bank deposit was released in July 2020.

 

On June 30, 2017, according to the trial of first instance, the Court of Zhuanghe ruled that CBAK Power should pay the remaining contract amount of RMB6,135,860 (approximately $0.9 million) claimed by Shenzhen Huijie as well as other expenses incurred including deferred interest, discounted charge on bills payable, litigation fee and property preservation fee totaled $0.1 million. The Company has accrued for these amounts as of December 31, 2017. On July 24, 2017, CBAK Power filed an appellate petition to the Intermediate Peoples’ Court of Dalian (“Court of Dalian)” to appeal 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 $1,292,249 (RMB9,129,868). On May 20, 2019, the Court of Zhuanghe entered a judgment that Shenzhen Huijie should pay back to CBAK Power $251,141 (RMB1,774,337) (the amount CBAK Power paid in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019. Shenzhen Huijie filed an appellate petition to the Court of Dalian. On June 28, 2020, the Court of Dalian entered the final judgment that Shenzhen Huijie should pay back to CBAK Power $235,969 (RMB1,667,146) (the amount CBAK Power paid in excess of the construction cost appraised by the appraisal institution) and the interest incurred since April 2, 2019, and reimburse the litigation fees totaling $29,626 (RMB209,312) that CBAK Power has paid. As of June 30, 2020, we have not received the final judgement amount totaled $265,595 from Shenzhen Huijie.

 

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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 ($2,587,346), including goods amount of RMB17,428,000 ($2,466,773) and interest of RMB851,858 ($120,573). On December 19, 2017, the Court of Zhuanghe determined that Anyuan Bus should pay the goods amount of RMB17,428,000 ($2,466,773) and the interest until the goods amount was paid off, and a litigation fee of RMB131,480 ($18,610). 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’s 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’s shareholders should be liable to pay the Company the debt as confirmed under the trial. On November 9, 2018, all the shareholders of Anyuan Bus 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 filed appellate petition to the Intermediate Peoples’ Court of Dalian challenging the judgment from the Court of Zhuanghe. On October 9, 2019, the Intermediate Peoples’ Court of Dalian dismissed the appeal by the Company and affirmed the original judgment. As of December 31, 2019 and June 30, 2020, we had made a full provision against the receivable from Anyuan Bus of RMB 17,428,000 ($2,466,773).

 

On July 25, 2019, CBAK Power received notice from Shenzhen Court of International Arbitration that Shenzhen Xinjiatuo Automobile Technology Co., Ltd filed arbitration against the Company for the failure to pay pursuant to the terms of the contract. The plaintiff sought a total amount of $0.16 million (RMB1,112,269), including equipment cost of $0.14 million (RMB976,000) and interest of $0.02 million (RMB136,269). As of June 30, 2020, we have accrued the equipment cost of $0.14 million (RMB976,000).

 

On August 9, 2019, upon the request of Shenzhen Xinjiatuo Automobile Technology Co., Ltd, Shenzhen Court of International Arbitration froze CBAK Power’s bank deposits totaling $0.16 million (RMB1,117,269), including equipment cost $0.14 million (RMB976,000), interest $0.02 million (RMB136,269) and litigation fees of $708 (RMB5,000) for a period of one year to August 2020. We believe that the plaintiff’s claims are without merit and are vigorously defending ourselves in this proceeding.

 

On August 7, 2019, CBAK Power filed counter claim arbitration against Shenzhen Xinjiatuo Automobile Technology Co., Ltd for return of the prepayment due to the unqualified equipment, and sought a total amount of $0.28 million (RMB1,986,400), including return of prepayment of $0.2 million (RMB1,440,000), liquidated damages of $67,940 (RMB480,000) and litigation fees of $9,404 (RMB66,440). In early July 2020, Shenzhen Court of International Arbitration made arbitration award dismissing the plaintiff’s claim and CBAK Power’s counterclaim and the bank deposits was released in early August 2020.

 

In November 2019, CBAK Suzhou received notice from Court of Suzhou city that Suzhou Industrial Park Security Service Co., Ltd (“Suzhou Security”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the sales contract. Suzhou Security sought a total amount of $19,775 (RMB139,713), including services expenses amount of $19,661 (RMB138,908) and interest of $114 (RMB805). Upon the request of Suzhou Security for property preservation, the Court of Suzhou froze CBAK Suzhou’s bank deposits totaling $0.02 million (RMB150,000) for a period of one year. As of June 30, 2020, $4,664 (RMB32,955) was frozen by bank and the Company had accrued the service cost of $19,775 (RMB139,713).

 

In early September of 2019, several employees of CBAK Suzhou filed arbitration with Suzhou Industrial Park Labor Disputes Arbitration Commission against CBAK Suzhou for failure to pay their salaries in time. The employees seek for a payment including salaries of $90,354 (RMB638,359) and compensation of $76,857 (RMB543,000), totaling $0.17 million (RMB1,181,359). In addition, upon the request of the employees for property preservation, bank deposit of $0.17 million (RMB1,181,359) was frozen by the court of Suzhou for a period of one year. On September 5, 2019, CBAK Suzhou and the employees reached an agreement that CBAK Suzhou will pay these salaries and compensation. In February 2020, the Company fully repaid the salaries and compensation. As of June 30, 2020, $6 (RMB43) was frozen by bank.

 

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In December 2019, CBAK Power received notice from Court of Zhuanghe that Dalian Construction Electrical Installation Engineering Co., Ltd. (“Dalian Construction”) filed a lawsuit against CBAK Power for the failure to pay pursuant to the terms of the construction contract. Dalian Construction sought a total amount of $97,817 (RMB691,086) and interest $1,831 (RMB12,934). As of December 31, 2019, the Company has accrued the construction cost of $97,817 (RMB691,086). Upon the request of Dalian Construction for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $99,648 (RMB704,020) for a period of one year to December 2020. As of December 31, 2019, $93,592 (RMB661,240) was frozen by bank. In January 2020, CBAK Power and Dalian Construction have come to a settlement, and the bank deposit was then released.

 

In February 2020, CBAK Power received notice from Court of Zhuanghe that Dongguan Shanshan Battery Material Co., Ltd (“Dongguan Shanshan”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Dongguan Shanshan sought a total amount of $0.6 million (RMB4,434,209), which have already been accrued for as of June 30, 2020. Upon the request of Dongguan Shanshan for property preservation, the Court of Zhuanghe ordered to freeze CBAK Power’s bank deposits totaling $0.6 million (RMB4,434,209) for a period of one year to December 17, 2020. As of June 30, 2020, $34,190 (RMB241,554) was frozen by bank. In July 2020, CBAK Power and Dongguan Shanshan have come to a settlement under which CBAK Power agreed to pay Dongguan Shanshan goods value of $507,652 (RMB3,586,609) in six installments before December 31, 2020, insurance and travel expenses of $1,728 (RMB12,206) before July 31, 2020, and litigation costs of $3,238 (RMB22,878). The frozen bank deposit was thereafter released.

 

On March 20, 2020, CBAK Power received notice from Court of Nanpi County, Hebei Province that Cangzhou Huibang Engineering Manufacturing Co., Ltd (“Cangzhou Huibang”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Cangzhou Huibang sought a total amount of $0.3 million (RMB2,029,594), including materials purchase cost of $0.3 million (RMB1,932,947), and interest of $13,651 (RMB96,647). As of June 30, 2020, the Company has accrued materials purchase cost of $0.3 million (RMB1,932,947). Upon the request of Cangzhou Huibang for property preservation, the Court of Nanpi ordered to freeze CBAK Power’s bank deposits totaling $0.3 million (RMB2,029,594) for a period of one year to March 3, 2020. As of June 30, 2020, $2,629 (RMB18,575) was frozen by bank.

 

In April 2020, CBAK Power received notice from Court of Nanshan District of Shenzhen that Shenzhen Klclear Technology Co., Ltd. (“Shenzhen Klclear”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the materials purchase contract. Shenzhen Klclear sought a total amount of $1 million (RMB 6,250,764), which has already been accrued for as of June 30, 2020.

 

In June 2020, CBAK Suzhou received notice from Court of Suzhou Industrial Park that Ligao (Shandong) New Energy Technology Co., Ltd (“Ligao”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Ligao sought a total amount of $10,983 (RMB77,599), including contract amount of $10,386 (RMB73,380) and interest of $597 (RMB4,219). As of June 30, 2020, the Company had accrued the material purchase cost of $10,386 (RMB77,599).

 

In June 2020, CBAK Suzhou received notice from Court of Yushui District, Xinyu City that Jiangxi Ganfeng Battery Technology Co., Ltd (“Ganfeng Battery”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Ganfeng Battery sought a total amount of $106,974 (RMB755,780), including contract amount of $103,751 (RMB733,009) and interest of $3,223 (RMB22,771). Upon the request of Ganfeng Battery for property preservation, the Court of Yushui froze CBAK Suzhou’s bank deposits totaling $108,986 (RMB769,994) for a period of one year. As of June 30, 2020, nil was frozen by bank and the Company had accrued the material purchase cost of $103,751 (RMB733,009).

 

In June 2020, CBAK Suzhou received notice from Court of Suzhou Industrial Park that Suzhou Jihongkai Machine Equipment Co., Ltd (“Jihongkai”) filed a lawsuit against CBAK Suzhou for the failure to pay pursuant to the terms of the purchase contract. Jihongkai sought contract amount of $24,872 (RMB175,722) and interest as accrued until settlement. As of June 30, 2020, the Company had accrued the material purchase cost of $24,872 (RMB175,722).

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Nanjing Jinlong Chemical Co., Ltd. (“Nanjing Jinlong”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Nanjing Jinlong sought a total amount of $116,347 (RMB822,000). As of June 30, 2020, we have accrued the material purchase cost of $116,347.

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Xi'an Anpu New Energy Technology Co. LTD (“Xi'an Anpu”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Xi'an Anpu sought a total amount of $119,454 (RMB843,954), including RMB768,000 for equipment cost and RMB75,954 for liquidated damages). As of June 30, 2020, we have accrued the equipment cost of $108,703 (RMB768,000). Upon the request of Xi'an Anpu for property preservation, the Court of Dalian Economic and Technology Development Zone ordered to freeze CBAK Power’s bank deposits $0.1 million (RMB843,954) for a period to May 11, 2022. As of June 30, 2020, nil was frozen by bank and we have accrued $108,703.

 

In June 2020, CBAK Power received notice from Court of Dalian Economic and Technology Development Zone that Shenzhen Gd Laser Technology Co., Ltd. (“Shenzhen Gd”) filed lawsuit against CBAK Power for the failure to pay pursuant to the terms of the purchase contract. Shenzhen Gd sought a total amount of $22,837 (RMB161,346), including equipment cost of $21,231 (RMB150,000) and interest amount of $1,606 (RMB11,346).

 

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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, 2019.

 

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

 

Other than as previously disclosed in current reports on Form 8-K, there were no unregistered sales of equity securities or repurchase of common stock during the period covered by this report.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None. 

 

ITEM 4. MINE SAFETY DISCLOSURES.
   
Not applicable.
 
ITEM 5. OTHER INFORMATION.
   
None.

 

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: August 14, 2020

 

  CBAK ENERGY TECHNOLOGY, INC.
     
  By: /s/ Yunfei Li
    Yunfei Li
    Chief Executive Officer
     
  By: /s/ Xiangyu Pei
    Xiangyu Pei
    Interim Chief Financial Officer

 

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EXHIBIT INDEX

 

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

 

 

63

 

 

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