The following management's discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion contains certain forward-looking
information. See "Special Note Regarding Forward Looking Statements" above for
certain information concerning those forward-looking statements. Our financial
statements are prepared in U.S. dollars and in accordance with U.S. GAAP.



Overview


We are engaged in the development, manufacture and sale of new energy high power lithium batteries, as well as cathode materials and precursors for 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 including but not limited to uninterruptible

power supply application, and other high-power applications.


In 2021, we added a production line to produce electric bicycles, in light of
the great potential for growth in this market.  As of the date of this report,
this production line has not commenced commercial production.



We generated revenues from the manufacture and sale of high-power lithium
batteries and raw materials for lithium batteries of $52.7 million and $37.6
million for the fiscal years ended December 31, 2021 and 2020, respectively. We
incurred a net profit of $61.5 million and a net loss of $7.8 million during the
fiscal years ended December 31, 2021 and 2020, respectively. Our revenues in
relation to electric vehicles are, to some extent, adversely impacted by the
reduction of government subsidies to new energy vehicles. However, new revenues
driven from the sale of materials used in manufacturing of lithium batteries,
through the newly acquired subsidiary, Hitrans, as well as the continuous climb
of sales in uninterruptible supplies and light-electric-vehicle related
products, contributed to the increase. For more details, see "Item 1.
Business-Overview of Our Business." Accordingly, net revenues from sales of
batteries for uninterruptable supplies was $33.3 million for the fiscal year
ended December 31, 2021, as compared to $22.7 million for fiscal year ended
December 31, 2020, an increase of $10.6 million, or 47%. Net revenue from
trading of raw materials for lithium batteries was $0.5 million for the fiscal
year ended December 31, 2021, as compared to $14.5 million for fiscal year ended
December 31, 2020, a decrease of $14.0 million, or 96%. Net revenue from sales
of cathode materials and precursors was $17.9 million for the fiscal year ended
December 31, 2021, as compared to nil for fiscal year ended December 31, 2020.
With the announced ultra-low-temperature battery technology, we believe that our
revenues in the energy storage market will continue to grow. In addition, net
revenues from sales of batteries for light electric vehicles was $0.5 million
for the fiscal year ended December 31, 2021, as compared to $39,428 for fiscal
year ended December 31, 2020, an increase of $0.5 million, or 1,218%. We believe
the government policies relating to new energy will in the long term encourage
the production of new energy vehicles, optimize the structure of the new energy
vehicles industry, enhance technical standards of the industry and strengthen
its core competitiveness, which ultimately would foster strategic development of
the new energy vehicles. In addition, our latest development of 32140 battery
and our planned investment in the R&D of 46800 battery will help us regain
competitiveness in both LEV/EV markets with the appropriate products. Therefore,
the demand for new energy likely will grow in the future and we will be able to
secure more potential orders from the new energy market.



We have completed the construction of a cylindrical power battery manufacturing
plant and a power battery packing plant of our Dalian facilities which started
commercial production in July 2015. We have received and been utilizing most of
BAK Tianjin's operating assets relocated to our Dalian facilities, including its
machinery and equipment for battery production and battery pack production,
customers, management team and technical staff, patents and technologies. We
also started the investments in and construction of our Nanjing facilities,
which is designed to comprise of two phases. The first phase is in the process
of interior renovation and equipment purchase. Phase One has an area of
approximately 10,000 square meters at nearly no cost due to the government's low
rentals. Phase Two is currently under construction design. The Nanjing
facilities, once built, are expected to provide 18GWh capacity to support our
demand. We have also purchased machinery and equipment to expand our
manufacturing capabilities. Moreover, given the equity and debt financings we
have obtained recently, we believe that with the booming future market demand
for high power lithium-ion products, we can continue as a going concern and
return to profitability.



In addition, we completed the acquisition of 81.56% of registered equity
interests (representing 75.57% of paid-up capital) in Hitrans, a leading
developer and manufacturer of NCM precursor and cathode materials in China, in
November 2021. See "Item 1. Business-Overview of Our Business-Acquisition of A
Raw Materials Manufacturer" for more information on the acquisition.



The consolidated financial statements contained in this annual report have been
prepared assuming we will continue to operate as a going concern, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. The consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty related to our ability to
continue as a going concern.



                                       41




Financial Statement Presentation





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



Revenues from product sales are recognized when the customer obtains control of
our product, which occurs at a point in time, typically upon delivery to the
customer. We expense incremental costs of obtaining a contract as and when
incurred it the expected amortization period of the asset that it would have
recognized is on year or less or the amount is immaterial.



Revenue from product sales is recorded net of reserves established for applicable discounts and allowances that are offered within contracts with our customers.





Product revenue reserves, which are classified as a reduction in product
revenues, are generally characterized in the categories: discounts and returns.
These reserves are based on estimates of the amounts earned or to be claimed on
the related sales and are classified as reductions of accounts receivable as the
amount is payable to the Company's customer.



Cost of revenues. Cost of revenues consists primarily of material costs,
employee remuneration for staff engaged in production activity, share-based
compensation, depreciation and related expenses that are directly attributable
to the production of products. Cost of revenues also includes write-downs of
inventory to lower of cost and net realizable value.



Research and development expenses.Research and development expenses primarily
consist of remuneration for R&D staff, share-based compensation, depreciation
and maintenance expenses relating to R&D equipment, and R&D material costs.



Sales and marketing expenses. Sales and marketing expenses consist primarily of
remuneration for staff involved in selling and marketing efforts, including
staff engaged in the packaging of goods for shipment, warranty expenses,
advertising cost, depreciation, share-based compensation and travel and
entertainment expenses. We do not pay slotting fees to retail companies for
displaying our products, engage in cooperative advertising programs, participate
in buy-down programs or similar arrangements.



General and administrative expenses.General and administrative expenses consist
primarily of employee remuneration, share-based compensation, professional fees,
insurance, benefits, general office expenses, depreciation, liquidated damage
charges and bad debt expenses.



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





Income tax expenses. Our subsidiaries in PRC are subject to an income tax rate
of 25%, except for Hitrans which was recognized as a "High and New Technology
Enterprise" and enjoyed a preferential tax rate of 15% from 2021 to 2023. Our
Hong Kong subsidiary BAK Asia is and BAK Investment are subject to profits tax
at a rate of 16.5%. However, because we did not have any assessable income
derived from or arising in Hong Kong, BAK Asia and BAK Investment had not paid
any such tax.



                                       42





Results of Operations


Comparison of Years Ended December 31, 2020 and December 31, 2021

The following table sets forth key components of our results of operations for the years indicated, both in dollars and as a percentage of our revenue.





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



                                                      Years Ended                        Change
                                            December 31,       December 31,
                                                2020               2021              $             %
Net revenues                               $       37,566     $       52,670        15,104            40
Cost of revenues                                  (34,852 )          (47,559 )     (12,707 )          36
Gross profit                                        2,714              5,111         2,397            88

Operating expenses:
Research and development expenses                  (1,679 )           (5,274 )      (3,595 )         214
Sales and marketing expenses                         (701 )           (2,302 )      (1,601 )         228
General and administrative expenses                (3,746 )          (10,027 )      (6,281 )         168
Impairment charge on property, plant and
equipment                                          (4,346 )                -         4,346             -
(Provision for) recovery of doubtful
accounts                                             (722 )              780         1,502          -208
Total operating expenses                          (11,194 )          (16,823 )      (5,629 )          50
Operating loss                                     (8,480 )          (11,712 )      (3,232 )          38
Finance expense, net                               (1,399 )              785         2,184          -156
Other (expense) income, net                           (40 )            3,644         3,684        -9,210
Impairment of Non-marketable equity
securities                                              -               (693 )        (693 )           -
Change in fair value of warrants
liability                                           2,072             61,802        59,730         2,883
(Loss) income before income tax                    (7,847 )           53,826        61,673          -786
Income tax credit                                       -              7,733         7,733             -
Net (loss) income                          $       (7,847 )           61,559        69,406           884
Less: Net loss (income) attributable to
non-controlling interests                              40                (73 )        (113 )        -283
Net (loss) income attributable to
shareholders of CBAK Energy Technology,
Inc.                                               (7,807 )   $       61,486        69,293           888




Net revenues. Net revenues were $52.7 million for the fiscal year ended December
31, 2021, as compared to $37.6 million for the fiscal year ended December 31,
2020, an increase of $15.1 million, or 40%.



The following table sets forth the breakdown of our net revenues by end-product applications.





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



                                                      Years Ended                        Change
                                            December 31,       December 31,
                                                2020               2021              $             %
High-power lithium batteries used in:
Electric vehicles                          $          260     $          244           (16 )          (6 )
Light electric vehicles                                39                733           694         1,779
Uninterruptable supplies                           22,749             33,308        10,559            46
Trading of Raw materials used in lithium
batteries                                          14,518                

520 (13,998 ) (96 )


                                                   37,566             34,805        (2,761 )          (7 )
Materials used in manufacturing of
lithium batteries
Cathode                                                 -              8,726         8,726             -
Precursor                                               -              9,139         9,139             -
                                                        -             17,865        17,865             -
Total                                      $       37,566     $       52,670        15,104            40




Net revenues from sales of batteries for electric vehicles were $0.2 million for
the fiscal year ended December 31, 2021, as compared to $0.3 million for 2020, a
decrease of 6%.



Net revenues from sales of batteries for light electric vehicles was
approximately $0.7 million for the fiscal year ended December 31, 2021, as
compared $39,428 for 2020, representing an increase of $0.7 million, or 1,779%.
We will continue to penetrate the market for batteries used in light electric
vehicles.



                                       43




Net revenues from sales of batteries for uninterruptable supplies was $33.3 million for the fiscal year ended December 31, 2021, as compared to $22.7 million for fiscal year ended December 31, 2020, an increase of $10.6 million, or 46%. As we focused more on this market in 2021, sale of batteries for uninterruptable power supplies continue to grow fast.





Net revenues from trading of raw materials used in lithium batteries were $0.5
million for the fiscal year ended December 31, 2021, as compared with $14.5
million in the same period in 2020. We obtained favorable prices on bulk
purchase of raw materials from certain suppliers, and generated gross profit in
the fiscal year ended December 31, 2020. We didn't expand this business during
2021.



Net revenues from sales of materials for use in manufacturing of lithium battery
cell were $17.9 million for the fiscal year ended December 31, 2021, as compared
to nil for 2020. In November, 2021, we completed the acquisition of Hitrans as a
raw materials producer, which added the sale of materials for lithium battery
cell to our business lines.



During 2021, we through the newly acquired subsidiary, Hitrans, a raw material producer of cathode and precursor, earned sales of materials used in manufacturing of lithium batteries of $17.9 million. We look forward to strengthening the battery product ecosystem as we seek stable raw material supply and drive greater revenue for our business.





Cost of revenues. Cost of revenues increased to $47.6 million for the fiscal
year ended December 31, 2021, as compared to $34.9 million for 2020, an increase
of $12.7 million, or 36%. The increase in cost of revenues was mainly due to the
increase of net revenues. Included in cost of revenues were write down of
obsolete and slow-moving inventories of $0.9 million for the year ended December
31, 2021, while it was $1.5 million for the year ended 2020. We write down the
inventory value whenever there is an indication that it is impaired.



Gross profit. Gross profit for the year ended December 31, 2021 was $5.1
million, or 9.7% of net revenues as compared to gross profit of $2.7 million, or
7.2% of net revenues, for the fiscal year ended December 31, 2020. Gross profit
margin improved due to productivity increase, cost control and upgrades to
production lines. With our sustained effort, the quality passing rate of our
product has improved due to cost control and enhancement works on production
line.



Research and development expenses.Research and development expenses increased to
$5.3 million for the year ended December 31, 2021, as compared to $1.7 million
for 2020, an increase of $3.6 million, or 214%. The increase was primarily
resulted from an increase in R&D employees' salaries and social insurance
expenses by approximately $1.7 million. R&D employees' salaries and social
insurance expenses increased due to the salaries incurred from the newly
acquired subsidiary, Hitrans, and a growing number of employees at Nanjing CBAK
and Nanjing Daxin as well as the expiration of Chinese government's COVID-19
relief policy that alleviated corporations' social insurance burdens. We also
incurred design and development expenses relating to light electric vehicles of
$0.5 million and nil for the years ended December 31, 2021 and 2020,
respectively. In addition, we incurred expenses for materials used in battery
research and development of $0.5 million and $0.1 for the years ended December
31, 2021 and 2020, respectively, as a result of the Company's efforts to
research and develop upgraded battery products with lower costs and better
performance.



Sales and marketing expenses. Sales and marketing expenses increased to $2.3
million for the year ended December 31, 2021, as compared to $0.7 million for
2020, an increase of $1.6 million, or 228%. As a percentage of revenues, sales
and marketing expenses were 4.4% and 1.9% of revenues for the years ended
December 31, 2021 and 2020, respectively. The increase mainly resulted from an
increase in salaries, social insurance and staff welfare expenses for sales and
marketing employees by approximately $0.8 million. Sales and marketing
employees' salaries and social insurance expenses increased is due a growing
number of employees at Nanjing CBAK and Nanjing Daxin as well as the expiration
of Chinese government's COVID-19 relief policy that alleviated corporations'
social insurance burdens. Moreover, given the growth in revenue, we increased
sales and marketing employees' salaries and welfare. In addition, we attended
several exhibitions to increase our brand awareness and incurred exhibition
expenses of approximately $0.2 million and $nil for the year ended December 31,
2021 and 2020, respectively. Besides, the transaction costs and declaration
charge increased by $0.3 million is due to the increase of international sales
during fiscal 2021.



General and administrative expenses.General and administrative expenses
increased to $10.0 million for the year ended December 31, 2021, as compared to
$3.7 million for 2020, an increase of $6.3 million, or 168%. The increase was
primarily resulted from the significant increase in administrative employees'
salaries and social insurance expenses by approximately $2.1 million.
Administrative employees' salaries and social insurance expenses increased due
to the salaries incurred from the newly acquired subsidiary, Hitrans, and a
growing number of employees at Nanjing CBAK and Nanjing Daxin as well as the
expiration of Chinese government's COVID-19 relief policy that alleviated
corporations' social insurance burdens. Our consultancy fees, legal and
professional fee increased by $2.8 million is due to the consultancy charges in
related to acquisition of Hitrans and fund raising in 2021. In addition, our
rental expenses increased by approximately $0.3 million, as Nanjing CBAK and
Nanjing Daxin rented staff dormitory during 2021.



Property, plant and equipment impairment charge. During the course of our strategic review of our operations, we assessed the recoverability of the carrying value of certain property, plant and equipment which resulted in impairment losses of $4.3 million and nil for the year ended December 31, 2020 and 2021, respectively.





Provision for (recovery of) doubtful accounts. Recovery of doubtful accounts was
$0.8 million for the year ended December 31, 2021, as compared to a provision of
$0.7 million for the same period in 2020. We determine the allowance based on
historical write-off experience, customer specific facts and economic
conditions. We have recovered $1.0 million of cash from customers in 2021.

Operating loss. As a result of the above, our operating loss totaled $11.7 million for the year ended December 31, 2021, as compared to $8.5 million for 2020, an increase of $3.2 million or 38%.


Finance (expense) income, net. Finance income, net was $0.8 million for the year
ended December 31, 2021, as compared to Finance expense, net of $1.40 million
for the year ended December 31, 2020, an increase of $2.2 million, or 156% as a
result of a lower loan balances in 2021, an increase of $0.4 million interest
income generated from our security deposit to finance for the issuance of bills
payable.



                                       44





Other income (expenses), net. Other income was $3.6 million for the year ended
December 31, 2021, as compared to other expenses of approximately $0.04 million
for 2020. For the year ended December 31, 2021, we have recognized $1.6 million
subsidy from Gaochun EDZ to facilitate our development and operation in Nanjing.



Changes in fair value of warrants liability. We issued warrants in the
financings we consummated in December 2020 and February 2021, respectively. We
determined that these warrants should be accounted for as derivative
liabilities, as the warrants are dominated in a currency (U.S. dollar) other
than our functional currency. The change in fair value of warrants liability is
mainly due to the share price decline.



Income tax credit. Income tax credit was $7.7 million and nil for the year ended
December 31, 2021 and 2020, respectively. The income tax credit was primarily
due to the decrease of uncertain tax position taken.



Net (loss) income. As a result of the foregoing, we had a net income of $61.6
million for the year ended December 31, 2021, compared to a net loss of $7.8
million for 2020.


Liquidity and Capital Resources





We had financed our liquidity requirements from a variety of sources, including
short-term bank loans, other short-term loans and bills payable under bank
credit agreements, advance from our related and unrelated parties, investors and
issuance of capital stock.



We incurred a net income of $61.6 million in the fiscal year ended December 31,
2021. As of December 31, 2021, we had cash and cash equivalents and restricted
cash of $26.4 million. Our total current assets were $122.8 million and our
total current liabilities were $112.8 million, resulting in a net working
capital surplus of $9.2 million.



Lending from Financial Institutions


On June 4, 2018, we obtained banking facilities from China Everbright Bank
Dalian Branch with a maximum amount of RMB200 million (approximately $30.63
million) with the term from June 12, 2018 to June 10, 2021, bearing interest at
130% of benchmark rate of the People's Bank of China ("PBOC") for three-year
long-term loans, which is currently 6.175% per annum. Under the facilities, we
borrowed RMB126.0 million ($18.1 million), RMB23.3 million ($3.3 million),
RMB9.0 million ($1.3 million) and RMB9.5 million ($1.4 million) on June 12, June
20, September 20, and October 19, 2018, respectively. The loans are repayable in
six installments of RMB0.8 million ($0.12 million) on December 10, 2018, RMB24.3
million ($3.50 million) on June 10, 2019, RMB0.8 million ($0.12 million) on
December 10, 2019, RMB74.7 million ($10.7 million) on June 10, 2020, RMB0.8
million ($0.12 million) on December 10, 2020 and RMB66.3 million ($9.6 million)
on June 10, 2021. We repaid the bank loan of RMB0.8 million ($0.12 million),
RMB24.3 million ($3.72 million) and RMB0.8 million ($0.12 million) in December
2018, June 2019 and December 2019, respectively.



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
supplemental agreement, the remaining RMB141.8 million (approximately $21.72
million) loans are repayable in eight instalments consisting of RMB1.09 million
($0.17 million) on June 10, 2020, RMB1 million ($0.15 million) on December 10,
2020, RMB2 million ($0.31 million) on January 10, 2021, RMB2 million ($0.31
million) on February 10, 2021, RMB2 million ($0.31 million) on March 10, 2021,
RMB2 million ($0.31 million) on April 10, 2021, RMB2 million ($0.31 million) on
May 10, 2021, and RMB129.7 million ($19.9 million) on June 10, 2021,
respectively. As of June 30, 2021, the Company repaid all the bank loan.



                                       45





On October 15, 2019, the Company borrowed a total of RMB28 million
(approximately $4.12 million) in the form of bills payable from China Everbright
Bank Dalian Branch for a term until October 15, 2020, which was secured by the
Company's cash totaled RMB28 million (approximately $4.12 million). The Company
discounted the bills payable of even date to China Everbright Bank at a rate of
3.3%. The Company repaid the bills on October 15, 2020.



In December 2019, the Company obtained banking facilities from China Everbright
Bank Dalian Friendship Branch totaled RMB39.9 million (approximately $6.1
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, the
Company's CEO holding 15% equity interest. Under the facilities, the Company
repaid the bank loan of RMB39.9 million (approximately $6.1 million) in December
2020.



On November 16, 2021, the Company obtained banking facilities from Shaoxing
Branch of Bank of Communications Co., Ltd with a maximum amount of RMB120.1
million (approximately $19.0 million) with the term from November 18, 2021 to
November 18, 2026. The facility was secured by the Company's land use rights and
buildings. Under the facility, the Company has borrowed RMB 56.0 million
(approximately 8.9 million) for a term until November 16, 2022, bearing interest
at 4.35% per annum. On February 28, 2022, the Company borrowed RMB7.1 million
loan (approximately $1.1 million) with the term from February 28, 2022 to
February 28, 2023 from the above facilities.



The Company borrowed a series of acceptance bills from Shaoxing Branch of Bank
of Communications Co., Ltd totaled RMB53.5 million (approximately $8.4 million)
for various terms through January to June 2022, which was secured by the
Company's cash totaled RMB26.6 million (approximately $4.3 million) and bills
receivables totaled RMB26.9 million (approximately $4.3 million).



The Company borrowed a series of acceptance bills from Shaoxing Branch of Bank
of Communications Co., Ltd totaled RMB20.2 million (approximately $3.2 million)
for various terms through May 2022, which was secured by the Company's cash
totaled RMB10.1 million (approximately $1.6 million) and the Company's land

use
rights and buildings.



In October to December 2020, the Company borrowed a series of acceptance bills
from China Merchants Bank totaled RMB13.5 million (approximately $2.07 million)
for various terms through April to June 2021, which was secured by the Company's
cash totaled RMB13.5 million (approximately $2.07 million). The Company repaid
the bills through April to June 2021.



The Company borrowed a series of acceptance bills from Agricultural Bank of
China totaling RMB17.9 million (approximately $2.8 million) for various terms
through January to June 2022, which was secured by the Company's cash totaling
RMB17.9 million (approximately $2.8 million).



The Company borrowed a series of acceptance bills from China Zheshang Bank Co.
Ltd Shenyang Branch totaled RMB57.4 million (approximately $9 million) for
various terms through January to June 2022, which was secured by the Company's
cash totaled RMB56.1 million (approximately $8.8 million) and the Company's
bills receivable totaled RMB1.3 million (approximately $0.2 million).



On April 19, 2021, the Company obtained five-year acceptance bills facilities
from Bank of Ningbo Co., Ltd with a maximum amount of RMB84.4 million
(approximately $13.2 million). Any amount drawn under the facilities requires
security in the form of cash or bank acceptance bills receivable of at least the
same amount. Under the facilities, as of December 31, 2021, the Company borrowed
a total of RMB10 million (approximately $1.6 million) from Bank of Ningbo Co.,
Ltd in the form of bills payable for a various term expiring from January to
February 2022, which was secured by the Company's cash totaled RMB10 million
(approximately $1.6 million).



On January 17, 2022, the Company  obtained a one-year term facility from
Agricultural Bank of China with a maximum amount of RMB10 million (approximately
$1.6 million) bearing interest at 105% of benchmark rate of the People's Bank of
China ("PBOC") for short-term loans, which is 3.85% per annum. The facility was
guaranteed by the Company's CEO, Mr. Yunfei Li and Mr. Yunfei Li's wife Ms.
Qinghui Yuan. The Company borrowed RMB10 million (approximately $1.6 million) up
to the date of this report.



On February 9, 2022, the Company  obtained a one-year term facility from Jiangsu
Gaochun Rural Commercial Bank with a maximum amount of RMB10 million
(approximately $1.6 million) bearing interest at 124% of benchmark rate of the
People's Bank of China ("PBOC") for short-term loans, which is 4.94% per annum.
The facility was guaranteed by the Company's CEO, Mr. Yunfei Li and Mr. Yunfei
Li's wife Ms. Qinghui Yuan. The Company borrowed RMB10 million (approximately
$1.6 million) up to the date of this report.



On March 8, 2022, the Company  obtained a one-year term facility from China
Zheshang Bank Co., Ltd. Shangyu Branch with a maximum amount of RMB10 million
(approximately $1.6 million) bearing interest at 5. 5% per annum. The facility
was guaranteed by 100% equity in CBAK Power held by BAK Asia and the Company's
CEO, Mr. Yunfei Li. The Company borrowed RMB10 million (approximately $1.6
million) up to the date of this report.



                                       46




As of December 31, 2021, we had unutilized committed banking facilities of $8.6 million.

Equity and Debt Financings from Investors

In addition, we have obtained funds through private placements, registered direct offerings and other equity and debt financings:





On July 28, 2016, the Company entered into securities purchase agreements with
Mr. Jiping Zhou and Mr. Dawei Li to issue and sell an aggregate of 2,206,640
shares of common stock of the Company, at $2.5 per share, for an aggregate
consideration of approximately $5.52 million. On August 17, 2016, the Company
issued the foregoing shares to the two investors.



On February 17, 2017, we signed a letter of understanding with each of eight
individual investors, including our CEO, Mr. Yunfei Li, whereby these
shareholders agreed in principle to subscribe for new shares of our common stock
totaling $10 million. The issue price was determined with reference to the
market price prior to the issuance of new shares. In January 2017, the
shareholders paid us a total of $2.1 million as refundable earnest money, among
which, Mr. Yunfei Li agreed to subscribe new shares totaling $1.12 million and
pay a refundable earnest money of $0.2 million. In April and May 2017, we
received cash of $9.6 million from these shareholders. On May 31, 2017, we
entered into a securities purchase agreement with these investors, pursuant to
which we agreed to issue an aggregate of 6,403,518 shares of common stock to
these investors, at a purchase price of $1.50 per share, for an aggregate price
of $9.6 million, including 764,018 shares issued to Mr. Yunfei Li. On June 22,
2017, we issued the shares to the investors. The issuance of the shares to the
investors was made in reliance on the exemption provided by Section 4(a)(2) of
the Securities Act. In 2019, according to the securities purchase agreement and
agreed by the investors, we returned partial earnest money of $966,579
(approximately RMB6.7 million) to these investors.



On January 7, 2019, each of Mr. Dawei Li and Mr. Yunfei Li entered into an
agreement with CBAK Power and Tianjin New Energy whereby Tianjin New Energy
assigned its rights to loans to CBAK Power of approximately $3.4 million
(RMB23,980,950) and $1.7 million (RMB11,647,890) (totaled $5.1 million, the
"First Debt") to Mr. Dawei Li and Mr. Yunfei Li, respectively. On the same date,
the Company entered into a cancellation agreement with Mr. Dawei Li and Mr.
Yunfei Li. Pursuant to the terms of the cancellation agreement, Mr. Dawei Li and
Mr. Yunfei Li agreed to cancel the First Debt in exchange for 3,431,373 and
1,666,667 shares of common stock of the Company, respectively, at an exchange
price of $1.02 per share. Upon receipt of the shares, the creditors released the
Company from any claims, demands and other obligations relating to the First
Debt.



On April 26, 2019, each of Mr. Jun Lang, Ms. Jing Shi and Asia EVK Energy Auto
Limited ("Asia EVK") entered into an agreement with CBAK Power and Tianjin New
Energy whereby Tianjin New Energy assigned its rights to loans to CBAK Power of
approximately $0.3 million (RMB2,225,082), $0.1 million (RMB 912,204) and $5.2
million (RMB35,406,036) (collectively $5.7 million, the "Second Debt") to Mr.
Jun Lang, Ms. Jing Shi and Asia EVK, respectively. On the same date, the Company
entered into a cancellation agreement with Mr. Jun Lang, Ms. Jing Shi and Asia
EVK (the creditors). Pursuant to the terms of the Cancellation Agreement, the
creditors agreed to cancel the Second Debt in exchange for 300,534, 123,208 and
4,782,163 shares of common stock of the Company, respectively, at an exchange
price of $1.1 per share. Upon receipt of the shares, the creditors released the
Company from any claims, demands and other obligations relating to the Second
Debt.



On June 28, 2019, each of Mr. Dawei Li and Mr.Yunfei Li entered into an
agreement with CBAK Power to loan approximately $1.4 million (RMB10,000,000) and
$2.5 million (RMB18,000,000), respectively, to CBAK Power for a terms of six
months (collectively $3.9 million, the "Third Debt"). The loan was unsecured,
non-interest bearing and repayable on demand. On July 16, 2019, each of Asia EVK
and Mr. Yunfei Li entered into an agreement with CBAK Power and Dalian Zhenghong
Architectural Decoration and Installation Engineering Co. Ltd. (the Company's
construction contractor) whereby Dalian Zhenghong Architectural Decoration and
Installation Engineering Co. Ltd. assigned its rights to the unpaid construction
fees owed by CBAK Power of approximately $2.8 million (RMB20,000,000) and $0.4
million (RMB2,813,810) (collectively $3.2 million, the "Fourth Debt") to Asia
EVK and Mr. Yunfei Li, respectively. On July 26, 2019, we entered into a
cancellation agreement with Mr. Dawei Li, Mr. Yunfei Li and Asia EVK (the
creditors). Pursuant to the terms of the cancellation agreement, Mr. Dawei Li,
Mr. Yunfei Li and Asia EVK agreed to cancel the Third Debt and Fourth Debt in
exchange for 1,384,717, 2,938,067 and 2,769,435 shares of common stock of the
Company, respectively, at an exchange price of $1.05 per share. Upon receipt of
the shares, the creditors released the Company from any claims, demands and
other obligations relating to the Third Debt and Fourth Debt.



                                       47





On October 10, 2019, each of Mr. Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen
entered into an agreement with CBAK Power and Zhengzhou BAK New Energy Vehicle
Co., Ltd. (the Company's supplier) whereby Zhengzhou BAK New Energy Vehicle Co.,
Ltd. assigned its rights to the unpaid inventories cost owed by CBAK Power of
approximately $2.1 million (RMB15,000,000), $1.0 million (RMB7,380,000) and $1.0
million (RMB7,380,000) (collectively $4.2 million, the "Fifth Debt") to Mr.
Shibin Mao, Ms. Lijuan Wang and Mr. Ping Shen, respectively.



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



On April 27, 2020, we entered into a cancellation agreement with Mr. Yunfei Li,
Asia EVK and Mr. Ping Shen, who loaned an aggregate of approximately $4.3
million to CBAK Power (the "Sixth Debt"). Pursuant to the terms of the
cancellation agreement, the creditors agreed to cancel the Sixth Debt in
exchange for an aggregate of 8,928,193 shares of common stock of the Company at
an exchange price of $0.48 per share. According to the amount of loan,
2,062,619, 2,151,017 and 4,714,557 shares were issued to Mr. Yunfei Li, Asia EVK
and Mr. Pin Shen, respectively. Upon receipt of the shares, the creditors
released the Company from any claims, demands and other obligations relating to
the Sixth Debt.



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



On December 30, 2019, we entered into a second securities purchase agreement
with Atlas Sciences, LLC, pursuant to which the Company issued a promissory note
(the "Note II") to the Lender. The Note II has an original principal amount of
$1,670,000, bears interest at a rate of 10% per annum and will mature 12 months
after the 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 the Lender, pursuant to which we and the Lender agreed to (i)
partition a new promissory note in the original principal amount equal to
$100,000 (the "Partitioned Promissory Note) from the outstanding balance of
certain promissory note that the Company issued to the Lender on July 24, 2019,
which has an original principal amount of $1,395,000, and (ii) exchange the
Partitioned Promissory Note for the issuance of 160,256 shares of the Company's
common stock, par value $0.001 per share, to the Lender.



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



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



                                       48





On June 8, 2020, we entered into a fourth exchange agreement (the "Fourth
Exchange Agreement") with the Lender, pursuant to which the Company and the
Lender agreed to (i) partition a new promissory note in the original principal
amount equal to $100,000 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 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 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 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 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 certain exchange agreement with the Lender,
pursuant to which the Company and the Lender agreed to (i) partition a new
promissory note in the original principal amount equal to $250,000 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 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 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.



On October 12, 2020, we entered into an amendment to promissory notes (the
"Amendment") with the Lender, pursuant to which the Lender has the right at any
time until the outstanding balance of the notes has been paid in full, at its
election, to convert all or any portion of the outstanding balance of the notes
into shares of common stock of the Company. The conversion price for each
conversion will be calculated pursuant to the following formula: 80% multiplied
by the lowest closing price of the Company common stock during the ten (10)
trading days immediately preceding the applicable conversion. Notwithstanding
the foregoing, in no event will the conversion price be less than $1.00.



According to the Amendment, on October 13, 2020, we exchanged part of the outstanding balances of the notes for the issuance of 709,329 shares of the Company's common stock, par value $0.001 per share to the Lender.





On October 20, 2020, the Company exchanged the remaining balance of $778,252
under the notes for the issuance of 329,768 shares of common stock, par value
$0.001 per share to the Lender.



On November 5, 2020, Tillicum Investment Company Limited entered into an
agreement with CBAK Nanjing and Shenzhen ESTAR Industrial Company Limited (the
Company's equipment supplier) whereby Shenzhen ESTAR Industrial Company Limited
assigned its rights to the unpaid equipment cost owed by CBAK Power of
approximately $$11.17 million (RMB75,000,000) (the "Seventh Debt") to Tillicum
Investment Company Limited.



                                       49





On November 11, 2020, we entered into a cancellation agreement with Tillicum
Investment Company Limited. Pursuant to the terms of the cancellation agreement,
Tillicum Investment Company Limited agreed to cancel the Seventh Debt in
exchange for 3,192,291 shares of common stock of the Company, at an exchange
price of $3.5 per share. Upon receipt of the shares, the creditor released the
Company from any claims, demands and other obligations relating to the Seventh
Debt.



On December 8, 2020, we entered into a securities purchase agreement with
certain institutional investors, pursuant to which we issued in a registered
direct offering, an aggregate of 9,489,800 shares of common stock of the Company
at a per share purchase price of $5.18, and warrants to purchase an aggregate of
3,795,920 shares of common stock of the Company at an exercise price of $6.46
per share exercisable for 36 months from the date of issuance, for gross
proceeds of approximately $49.16 million, before deducting fees to the placement
agent and other offering expenses  payable by the Company.



On February 8, 2021, we entered into another securities purchase agreement with
the same investors, pursuant to which we issued in a registered direct offering,
an aggregate of 8,939,976 shares of common stock of the Company at a per share
purchase price of $7.83. In addition, we issued to the investors (i) in a
concurrent private placement, the Series A-1 warrants to purchase a total of
4,469,988 shares of common stock, at a per share exercise price of $7.67 and
exercisable for 42 months from the date of issuance; (ii) in the registered
direct offering, the Series B warrants to purchase a total of 4,469,988 shares
of common stock, at a per share exercise price of $7.83 and exercisable for 90
days from the date of issuance; and (iii) in the registered direct offering, the
Series A-2 warrants to purchase up to 2,234,992 shares of common stock, at a per
share exercise price of $7.67 and exercisable for 45 months from the date of
issuance. We received gross proceeds of approximately $70 million from the
registered direct offering and the concurrent private placement, before
deducting fees to the placement agent and other offering expenses payable by the
Company.



On May 10, 2021, we entered into that Amendment No. 1 to the Series B Warrant
(the "Series B Warrant Amendment") with each of the holders of the Company's
outstanding Series B warrants. Pursuant to the Series B Warrant Amendment, the
term of the Series B warrants was extended from May 11, 2021 to August 31, 2021.



As of August 31, 2021, we had not received any notices from the investors to
exercise Series B warrants. As of the date of this report, Series B warrants,
along with Series A-2 warrants, had both expired.



We currently are expanding our product lines and manufacturing capacity in our
Dalian and Nanjing plants,  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 our bank 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 such financing. If our
existing cash and bank borrowing are insufficient to meet our requirements, we
may seek to sell equity securities, debt securities or borrow from lending
institutions. We can make no assurance that financing will be available in the
amounts we need or on terms acceptable to us, if at all. The sale of equity
securities, including convertible debt securities, would dilute the interests of
our current shareholders. The incurrence of debt would divert cash for working
capital and capital expenditures to service debt obligations and could result in
operating and financial covenants that restrict our operations and our ability
to pay dividends to our shareholders. If we are unable to obtain additional
equity or debt financing as required, our business operations and prospects

may
suffer.



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



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



                                                                          Year Ended
                                                                December 31,       December 31,
                                                                    2020               2021
Net cash used in operating activities                          $       (5,097 )   $       (4,270 )
Net cash used in investing activities                                  (5,710 )          (38,081 )
Net cash provided by financing activities                              25,827             48,272

Effect of exchange rate changes on cash and cash equivalents and restricted cash

                                                    (1,482 )             (238 )

Net increase in cash and cash equivalents and restricted cash

                                                                   13,538              5,683

Cash and cash equivalents and restricted cash at the beginning of the year

                                                   7,134             20,672
Cash and cash equivalents and restricted cash at the end of
the year                                                       $       20,672     $       26,355




                                       50





Operating Activities



Net cash used in operating activities was $4.3 million in the year ended
December 31, 2021, as compared to net cash used in operating activities of $5.1
million in 2020. The net cash used in operating activities in 2021was mainly
attributable to our net profit (before loss on disposal of property, plant and
equipment, impairment charge of non-marketable equity securities and excluding
non-cash depreciation and amortization, write-down of inventories, share-based
compensationand changes in fair value of warrants liability) of $4.6 million
offset by a decrease of uncertain tax position of 7.5 million.



The net cash used in operating activities in 2020 was mainly attributable to our
net loss (before loss on disposal of property, plant and equipment, impairment
charge of property, plant and equipment and excluding non-cash depreciation and
amortization and changes in fair value of warrants liability) of $2.9 million,
an increase of $20.8 million for trade accounts and bills receivable partially
offset by an increase of $11.1 million on trade accounts and bills payables, an
increase of $3.4 million payable to former subsidiary and $2.9 million
government grants received.



Investing Activities



Net cash used in investing activities increased to $38.1 million in the fiscal
year ended December 31, 2021, from $5.7 million in 2020. The net cash used in
investing activities in 2021 comprised of $17.8 million proceeds from
acquisition of Hitrans (net of cash acquired), purchase of non-marketable
securities of $1.4 million and purchases of property, plant and equipment and
construction in progress of $19.2 million.



Net cash used in investing activities in the fiscal year ended December 31, 2020
mainly included purchase of property, plant and equipment and construction

in
progress of $5.7 million.



Financing Activities



Net cash provided by financing activities was $48.3 million in the fiscal year
ended December 31, 2021, compared with $25.8 million in 2020. The net cash
provided by financing activities for the year ended December 31, 2021 mainly
comprised of $65.5 million net proceeds from issuance of shares to institutional
investors, partially offset by repayment of bank borrowings of $13.9 million,
repayment of $2.8 million loans from Mr. Ye Junnan and repayment of borrowings
from unrelated parties of $0.4 million.



The net cash provided by financing activities for the year ended December 31,
2020 mainly comprised of $45.3 million net proceeds from issuance of shares to
institutional investors, $3.5 million borrowings from unrelated parties,
partially offset by repayment of bank borrowings of $13.3 million and repayment
of borrowings from unrelated parties of $9.8 million.



As of December 31, 2021, 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           Amount
                                                                 available        borrowed
Long-term credit facilities:
Shaoxing Branch of Bank of Communications Co., Ltd             $      

18,976 $ 10,391



Other line of credit:
Shaoxing Branch of Bank of Communications Co., Ltd                    10,004          10,004
Agricultural Bank of China                                             2,813           2,813
China Zheshang Bank Co., Ltd                                           9,029           9,029
Bank of Ningbo Co., Ltd                                                1,573           1,573
                                                                      23,419          23,419

Total                                                          $      42,395     $    33,810




                                       51





Capital Expenditures



We incurred capital expenditures of $19.2 million and $17.5 million in fiscal
years ended December 31, 2021 and December 31, 2020, respectively. Our capital
expenditures in 2021 were used primarily to construct our Dalian facility and
Nanjing facility. The table below sets forth the breakdown of our capital
expenditures by use for the periods indicated.



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



                                                                          Year Ended
                                                                December 31,       December 31,
                                                                    2020               2021
Purchase of property, plant and equipment and construction
in progress                                                    $       17,528     $       19,212




We estimate that our total capital expenditures in fiscal year 2022 will reach
approximately $30 million. Such funds will be used to construct new plant with
new product lines and battery module packing lines.



Critical Accounting Policies


Our consolidated financial information has been prepared in accordance with U.S.
GAAP, which requires us to make judgments, estimates and assumptions that affect
(1) the reported amounts of our assets and liabilities, (2) the disclosure of
our contingent assets and liabilities at the end of each fiscal period and (3)
the reported amounts of revenues and expenses during each fiscal period. We
continually evaluate these estimates based on our own historical experience,
knowledge and assessment of current business and other conditions, our
expectations regarding the future based on available information and reasonable
assumptions, which together form our basis for making judgments about matters
that are not readily apparent from other sources. Since the use of estimates is
an integral component of the financial reporting process, our actual results
could differ from those estimates. Some of our accounting policies require a
higher degree of judgment than others in their application.



                                       52





When reviewing our financial statements, the following should also be
considered: (1) our selection of critical accounting policies, (2) the judgment
and other uncertainties affecting the application of those policies, and (3) the
sensitivity of reported results to changes in conditions and assumptions. We
believe the following accounting policies involve the most significant judgment
and estimates used in the preparation of our financial statements.



We consider the following to be the most critical accounting policies:





Revenue Recognition



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



Revenues from product sales are recognized when the customer obtains control of
our product, which occurs at a point in time, typically upon delivery to the
customer. We expense incremental costs of obtaining a contract as and when
incurred if the expected amortization period of the asset that it would have
recognized is one year or less or the amount is immaterial.



Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with our customers.





Product revenue reserves, which are classified as a reduction in product
revenues, are generally characterized in the categories: discounts and returns.
These reserves are based on estimates of the amounts earned or to be claimed on
the related sales and are classified as reductions of accounts receivable as the
amount is payable to our customer.



Impairment of Long-lived Assets





Long-lived assets, which include property, plant and equipment, prepaid land use
rights and intangible assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may

not
be recoverable.



Recoverability of long-lived assets to be held and used is measured by a
comparison of the carrying amount of an asset to the estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount
of an asset exceeds its estimated undiscounted future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the asset
exceeds the fair value of the asset.



Trade Accounts and Bills Receivable





Trade accounts and bills receivable are recorded at the invoiced amount, net of
allowances for doubtful accounts and sales returns. The allowance for doubtful
accounts is our best estimate of the amount of probable credit losses in our
existing trade accounts receivable. We determine the allowance based on
historical write-off experience, customer specific facts and economic
conditions.



Outstanding accounts receivable balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.





Inventories



Inventories are stated at the lower of cost or net realizable value. The cost of
inventories is determined using the weighted average cost method, and includes
expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. In case of finished goods and work in progress,
cost includes an appropriate share of production overhead based on normal
operating capacity. Net realizable value is the estimated selling prices in the
ordinary course of business, less reasonably predictable costs of completion,
disposal, and transportation.



We record adjustments to its inventory for estimated obsolescence or diminution
in net realizable value equal to the difference between the cost of the
inventory and the estimated net realizable value. At the point of loss
recognition, a new cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase
in that newly established cost basis.



Warranties



We provide a manufacturer's warranty on all our products. We accrue a warranty
reserve for the products sold, which includes our best estimate of the projected
costs to repair or replace items under warranty. These estimates are based on
actual claims incurred to date and an estimate of the nature, frequency and
costs of future claims. These estimates are inherently uncertain given our
relatively short history of sales of our current products, and changes to our
historical or projected warranty experience may cause material changes to the
warranty reserve in the future. The portion of the warranty reserve expected to
be incurred within the next 12 months is included within accrued liabilities and
other while the remaining balance is included within other long-term liabilities
on the consolidated balance sheets.



                                       53





Government Grants



Our subsidiaries in China receive government subsidies from local Chinese
government agencies in accordance with relevant Chinese government policies. In
general, we present the government subsidies received as income unless the
subsidies received are earmarked to compensate a specific expense, which have
been accounted for by offsetting the specific expense, such as research and
development expense, interest expenses and removal costs. Unearned government
subsidies received are deferred for recognition until the criteria for such
recognition could be met.



Grants applicable to land are amortized over the life of the depreciable facilities constructed on it. For research and development expenses, we match and offset the government grants with the expenses of the research and development activities as specified in the grant approval document in the corresponding period when such expenses are incurred.





Share-based Compensation



We adopted the provisions of ASC Topic 718 which requires us to measure and
recognize compensation expenses for an award of an equity instrument based on
the grant-date fair value. The cost is recognized over the vesting period (or
the requisite service period). ASC Topic 718 also requires us to measure the
cost of a liability classified award based on its current fair value. The fair
value of the award will be remeasured subsequently at each reporting date
through the settlement date. Changes in fair value during the requisite service
period are recognized as compensation cost over that period. Further, ASC Topic
718 requires us to estimate forfeitures in calculating the expense related

to
stock-based compensation.



The fair value of each option award is estimated on the date of grant using the
Black-Scholes Option Valuation Model. The expected volatility was based on the
historical volatilities of our listed common stocks in the United States and
other relevant market information. We use historical data to estimate share
option exercises and employee departure behavior used in the valuation model.
The expected terms of share options granted is derived from the output of the
option pricing model and represents the period of time that share options
granted are expected to be outstanding. Since the share options once exercised
will primarily trade in the U.S. capital market, the risk-free rate for periods
within the contractual term of the share option is based on the U.S. Treasury
yield curve in effect at the time of grant.



Warrant Liability



For warrants that are not indexed to the Company's stock, the Company records
the fair value of the issued warrants as a liability at each balance sheet date
and records changes in the estimated fair value as a non-cash gain or loss in
the consolidated statement of operations and comprehensive income. The warrant
liability is recognized in the balance sheet at the fair value (level 3). The
fair value of these warrants has been determined using the Binomial model.

Changes in Accounting Standards

Please refer to note 2 to our consolidated financial statements, "Summary of Significant Accounting Policies and Practices-Recently Adopted Accounting Standards," for a discussion of relevant pronouncements.





Exchange Rates



The financial records of our PRC subsidiaries are maintained in RMB. In order to
prepare our financial statements, we have translated amounts in RMB into amounts
in U.S. dollars. The amounts of our assets and liabilities on our balance sheets
are translated using the closing exchange rate as of the date of the balance
sheet. Revenues, expenses, gains and losses are translated using the average
exchange rate prevailing during the period covered by such financial statements.
Adjustments resulting from the translation, if any, are included in our
cumulative other comprehensive income in our stockholders' equity section of our
balance sheet. All other amounts that were originally booked in RMB and
translated into U.S. dollars were translated using the closing exchange rate on
the date of recognition. Consequently, the exchange rates at which the amounts
in those comparisons were computed varied from year to year.



The exchange rates used to translate amounts in RMB into U.S. dollars in
connection with the preparation of our financial statements were as follows:



                                                                      RMB per U.S. Dollar
                                                                       Fiscal Year Ended
                                                                December 31,        December 31,
                                                                    2020                2021
Balance sheet items, except for equity accounts                         6.5286             6.3551
Amounts included in the statement of income and
comprehensive loss and statement of cash flows                          6.9032             6.4525

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