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 2022, to meet a great demand for lithium-ion batteries, we have ramped up
capacity in our Dalian manufacturing center and the Phase One project in Nanjing
with new production lines.



We generated revenues from the manufacture and sale of high-power lithium
batteries and raw materials for lithium batteries of $248.7 million and $52.7
million for the fiscal years ended December 31, 2022 and 2021, respectively. We
incurred a net loss of $11.3 million and a net profit of $61.5 million during
the fiscal years ended December 31, 2022 and 2021, respectively.  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 total increase. For more details, see "Item 1.
Business-Overview of Our Business." Specifically, net revenue from sales of
batteries for uninterruptable supplies was $83.6 million for the fiscal year
ended December 31, 2022, as compared to $33.3 million for fiscal year ended
December 31, 2021, an increase of $50.3 million, or 151%.  Net revenue from
sales of cathode materials and precursors was $154.0 million for the fiscal year
ended December 31, 2022, as compared to $17.9 million for fiscal year ended
December 31, 2021. This increase was partly attributed to revenue from Hitrans
being included for a full year in 2022, as opposed to only one month in 2021. In
addition, net revenues from sales of batteries for light electric vehicles was
$6.4 million for the fiscal year ended December 31, 2022, as compared to $0.7
million for fiscal year ended December 31, 2021, an increase of $5.7 million, or
814%. We believe the government's new energy policies will, in the long run,
encourage the production of new energy vehicles, optimize the industry's
structure, enhance technical standards and strengthen the industry's
competitiveness, which ultimately will foster strategic development of new
energy vehicles. In addition, our latest development of 32140 battery and our
planned investment in the R&D of Series 46 batteries will help us regain
competitiveness in both LEV and EV markets with the appropriate products. With
the demand for new energy growing, we are confident in our ability to secure
additional orders from the expanding market.



We completed the construction of a cylindrical power battery manufacturing plant
in Dalian 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 construction of our Nanjing facilities in
2020. The construction work is designed to comprise two phases. The first phase
project ("Phase One") was put into operation in the second half of 2021. Phase
One covers an area of approximately 27,173 square meters. Since the operation of
Phase One, we have been steadily increasing its production capacity to 2GWh. We
started the construction of the second phase project ("Phase Two") in 2022 and
expect to complete the infrastructure of the first 60,494 square meters in the
third quarter of 2023 which would be put into operation in the last quarter of
2023. The Nanjing facilities, once fully built, are expected to provide 20 GWh
capacity to support our customers' growing demand. In addition to construction,
we have also purchased machinery and equipment for our capacity expansion.
Moreover, given the equity and debt financings we have obtained, we believe that
with the booming future market demand for high power lithium-ion products, we
can continue as a going concern and return to profitability.



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. As of December 31, 2022, our equity interests in Hitrans had
reduced to 67.33% after Hitrans took investments from several investors. 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.



                                       34




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 and CBAK Power which was recognized as a "High and
New Technology Enterprise" and enjoyed a preferential tax rate of 15% from 2021
to 2024. 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.



                                       35





Results of Operations


Comparison of Years Ended December 31, 2021 and 2022

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,
                                                2021               2022              $              %
Net revenues                                      $52,670           $248,725        196,055           372
Cost of revenues                                  (47,559 )         (230,630 )     (183,071 )         385
Gross profit                                        5,111             18,095         12,984           254

Operating expenses:
Research and development expenses                  (5,274 )          (10,635 )       (5,361 )         102
Sales and marketing expenses                       (2,302 )           (2,008 )          294           -13
General and administrative expenses               (10,027 )           (9,738 )          289            -3
Impairment charge on long-lived assets                  -             (4,832 )       (4,832 )         n/a
Impairment charge on goodwill                           -             (1,556 )       (1,556 )         n/a
Recovery of (provision for) doubtful
accounts                                              780               (831 )       (1,611 )        -207
Total operating expenses                          (16,823 )          (29,600 )      (12,777 )          76
Operating loss                                    (11,712 )          (11,505 )          207            -2
Finance income, net                                   785                491           (294 )         -37
Other income (expense), net                         3,644             (7,252 )      (10,896 )        -299
Impairment of Non-marketable equity
securities                                           (693 )                -            693          -100
Change in fair value of warrants
liability                                          61,802              5,710        (56,092 )         -91
Income (loss) before income tax                    53,826            (12,556 )      (66,382 )        -123
Income tax credit                                   7,733              1,228         (6,505 )         -84
Net income (loss)                          $       61,559            (11,328 )      (72,887 )        -118
Less: Net (income) loss attributable to
non-controlling interests                             (73 )            1,879          1,952        -2,674
Net income (loss) attributable to
shareholders of CBAK Energy Technology,
Inc.                                               61,486     $       (9,449 )      (70,935 )        -115



Net revenues. Net revenues were $248.7 million for the fiscal year ended December 31, 2022, as compared to $52.7 million for the fiscal year ended December 31, 2021, an increase of $196 million, or 372%.

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,
                                                2021               2022              $             %
High-power lithium batteries used in:
Electric vehicles                          $          244     $        4,695         4,451         1,824
Light electric vehicles                               733              6,415         5,682           775
Uninterruptable supplies                           33,308             83,603        50,295           151
Trading of Raw materials used in lithium
batteries                                             520                 

2 -518 -100


                                                   34,805             94,715        59,910           172
Materials used in manufacturing of
lithium batteries
Cathode                                             8,726             75,331        66,605           763
Precursor                                           9,139             78,679        69,540           761
                                                   17,865            154,010       136,145           762
Total                                      $       52,670     $      248,725       196,055           372




Net revenues from sales of batteries for electric vehicles were $4.7 million for
the fiscal year ended December 31, 2022, as compared to $0.2 million for 2021,
an increase of 1,824%. This was partly because our batteries now have improved
features and higher quality, making them more attractive to electric vehicle
manufacturers. Additionally, the downstream market for electric vehicles
continued to grow in 2022, leading to an increase in demand for EV battery
products. As a result, we were able to secure more orders and increase our

sales
volume.



                                       36





Net revenues from sales of batteries for light electric vehicles was
approximately $6.4 million for the fiscal year ended December 31, 2022, as
compared $0.7 million for 2021, representing an increase of $5.7 million, or
775%. The light electric vehicle market experienced strong growth in 2022 due to
various developments. First, the upgrading of electric bicycles to comply with
new "national standards" in China led to increased demand for our batteries.
Second, the COVID-19 pandemic spurred a fast development of the food delivery
industry, which in turn drove the growth of the shared electric bicycle market.
Last, there has been an increased popularity of electric scooters, motors, and
bicycles in China, Southeast Asia, and European markets as people seek ways to
reduce carbon emissions and pollution. With the favorable market conditions, we
were able to boost our sales in 2022. We will continue to penetrate the market
for batteries used in light electric vehicles.



Net revenues from sales of batteries for uninterruptable supplies was $83.6
million for the fiscal year ended December 31, 2022, as compared to $33.3
million for fiscal year ended December 31, 2021, an increase of $50.3 million,
or 151%. The increase in sales of batteries for uninterruptable supplies in 2022
can be attributed to a combination of factors including growing demand for
renewable energy sources, and our development of reliable and low-cost products.
As more businesses and households switch to renewable energy, there has been a
growing demand for renewable energy sources and the need for energy storage
solutions to support these sources. Additionally, our focus on research and
development has allowed us to develop innovative and reliable energy storage
products at a competitive pricing. As we continue to invest in R&D and improve
our product offerings, we expect to remain a leader in the energy storage
industry and see continued growth in sales.



Net revenues from trading of raw materials used in lithium batteries were $2,172
for the fiscal year ended December 31, 2022, as compared with $0.5 million

in
the same period in 2021.



Net revenues from sales of materials for use in manufacturing of lithium battery
cell were $154.0 million for the fiscal year ended December 31, 2022, as
compared to $17.9 million for 2021. In November 2021, we completed the
acquisition of Hitrans, which is a raw materials producer and added the sale of
materials for lithium battery cell to our business lines. This increase is
partly attributed to the revenue of Hitrans being included for a full year in
2022, as opposed to just one month in 2021.



During 2022, we through the newly acquired subsidiary, Hitrans, a producer of
cathode and precursor materials, earned sales of materials used in manufacturing
of lithium batteries in an amount of $154.0 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 $230.6 million for the fiscal
year ended December 31, 2022, as compared to $47.6 million for 2021, an increase
of $183.1 million, or 385%. The increase in cost of revenues was in line with
the increase of net revenues. Included in cost of revenues were write down of
obsolete and slow-moving inventories of $1.7 million for the year ended December
31, 2022, while it was $0.9 million for the year 2021. 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, 2022 was $18.1
million, or 7.3% of net revenues as compared to gross profit of $5.1 million, or
9.7% of net revenues, for the fiscal year ended December 31, 2021. Gross profit
margin slightly decreased largely due to increased pricing of battery raw
materials.



Research and development expenses. Research and development expenses increased
to $10.6 million for the year ended December 31, 2022, as compared to $5.3
million for 2021, an increase of $5.3 million, or 102%. The increase was
primarily attributed to an increase in R&D employees' salaries and social
insurance expenses by approximately $2.0 million. R&D employees' salaries and
social insurance expenses increased largely due to the inclusion of salaries for
the newly acquired subsidiary, Hitrans's, R&D staff, and a growing number of
employees at Nanjing CBAK. Also, the expiration of Chinese government's COVID-19
relief policy that alleviated corporations' social insurance burdens has also
contributed to the increase. In addition, we incurred expenses for materials
used in battery research and development of $0.7 million and $0.5 for the years
ended December 31, 2022 and 2021, respectively, as a result of the Company's
efforts to research and develop upgraded battery products with lower costs and
better performance. We incurred $2.7 million of R&D operating expenses by
incorporating Hitrans's R&D expenses for the year ended December 31, 2022.



Sales and marketing expenses. Sales and marketing expenses slightly decreased to
$2.0 million for the year ended December 31, 2022, as compared to $2.3 million
for 2021, a decrease of $0.3 million, or 13%. As a percentage of revenues, sales
and marketing expenses were 0.8% and 4.4% of revenues for the years ended
December 31, 2022 and 2021, respectively. For the year ended December 31, 2022,
salaries, sales commissions and social insurance expenses for sales and
marketing employees increased by approximately $0.5 million. Sales and marketing
employees' salaries and social insurance expenses increased is due to a growing
number of employees at Nanjing CBAK 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. We incurred exhibition-related
expenses of $0.2 million in the year ended December 31, 2021 as we attended
several exhibitions to increase our brand awareness. We did not attend
exhibitions, incurring nil of such expenses, in 2022, largely because of the
COVID-19 pandemic and quarantine measures. Besides, the transaction costs and
custom declaration charges increased by $0.6 million due to the increase of
international sales during fiscal 2022. The above increase was offset by the
reversal of our product warranty provision by $1.4 million for the year ended
December 31, 2022. We accrues an estimate of the exposures o warranty claims
based on current and historical sales data and warranty costs incurred. We have
made reversal on product warranty provision on sales which the warranty
provision period had passed in 2022.



                                       37





General and administrative expenses. General and administrative expenses
slightly decreased to $9.7 million for the year ended December 31, 2022, as
compared to $10.0 million for 2021, a decrease of $0.3 million, or 3%. The
decrease was primarily resulted from a decrease in professional fees of
approximately $1.8 million, offset by an increase in administrative employees'
salaries and social insurance expenses by approximately $1.5 million.
Administrative employees' salaries and social insurance expenses increased due
to the salary expenses incurred for the newly acquired subsidiary, Hitrans, and
a growing number of employees at Nanjing CBAK as well as the expiration of
Chinese government's COVID-19 relief policy that alleviated corporations' social
insurance burdens. Our consultancy, legal and other professional fees decreased
by $1.8 million in 2022, as compared to 2021 where we incurred consultancy fees
related to the Hitrans acquisition and fundraising activities.



Long-lived assets impairment charge.During the course of our strategic review of
our operations, we assessed the recoverability of the carrying value of our
long-lived assets which resulted in impairment losses of $4.8 million and nil
for the years ended December 31, 2022 and 2021, respectively. The impairment
charge represented the excess of carrying amounts of our long-lived assets over
the estimated fair value of the Company's production facilities in Hitrans for
the production of materials used in manufacturing of lithium batteries, due to
underperformance of Hitrans reporting unit. No impairment charge on production
facilities in Dalian and Nanjing.



Goodwill impairment charge. Goodwill impairment was $1.6 million for the year
ended December 31, 2022. The impairment loss of goodwill was primarily
attributable to the impairment related to Hitrans reporting unit. Hitrans
reporting unit carrying value exceeded the fair value as of December 31, 2022,
due to underperformance of Hitrans reporting unit.



Recovery of (provision for) doubtful accounts. Provision for doubtful accounts
was $0.8 million for the year ended December 31, 2022, as compared to a recovery
of $0.8 million for 2021. We determine the allowance based on historical
write-off experience, customer specific facts and economic conditions.



Operating loss. As a result of the above, our operating loss totaled $11.5 million for the year ended December 31, 2022, as compared to $11.7 million for 2021, a decrease of $0.2 million or 2%.





Finance income, net. Finance income, net was $0.5 million for the year ended
December 31, 2022, as compared to finance income, net of $0.8 million for the
year ended December 31, 2021, as a result of a higher loan balance in 2022. The
interest expenses for the year ended December 31, 2022 and 2021 was $0.6 million
and $0.3 million, respectively.



Other income (expenses), net. Other expenses were $7.3 million for the year ended December 31, 2022, as compared to other income of approximately $3.6 million for 2021. For the year ended December 31, 2022, we written off our long-lived assets for $7.4 million was recognized.





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 our share price decline.



Income tax credit. Income tax credit was $1.2 million and $7.7 million for the
years ended December 31, 2022 and 2021, respectively. The decrease in the income
tax credit was primarily due to the reduction in the uncertain tax positions
taken by the Company in 2021.



Net (loss) income. As a result of the foregoing, we had a net loss of $9.4 million for the year ended December 31, 2022, compared to a net income of $61.6 million for 2021.

Liquidity and Capital Resources





We have 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 recorded a net loss of $11.3  million in the fiscal year ended December 31,
2022. As of December 31, 2022, we had cash and cash equivalents and restricted
cash of $37.4 million. Our total current assets were $125.7 million and our
total current liabilities were $111.9 million, resulting in a net working
capital surplus of $13.8 million.



Lending from Financial Institutions


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 maturity dates ranging 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) and RMB59.0 million (approximately $8.5
million) as of December 31, 2021 and 2022, respectively, for varying terms
ending between November 16, 2022 and May 16, 2023, bearing interest at 4.15% -
4.35% per annum. We repaid RMB45 million (approximately $6.5 million) in March
2023 and borrowed RMB60 million (approximately $8.7 million) under the same
facility for a term until February 15, 2024 to march 17, 2024, bearing annual
interest rate at 3.65%.



                                       38





On April 19, 2021, we 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, we borrowed a total of RMB10 million
(approximately $1.6 million) from Bank of Ningbo Co., Ltd in the form of bills
payable, with maturity dates ranging from January to February 2022, which were
secured by our cash totaling RMB10 million (approximately $1.6 million).



On March 21, 2022, we renewed the above acceptance bills facilities from Bank of
Ningbo Co., Ltd with a maximum amount of RMB71.6 million ($10.4 million) with
other terms remain the same. Under the facilities, as of December 31, 2022, we
borrowed a total of RMB15.9 million (approximately $2.3 million) in the form of
bills payable for various terms expiring from January to June 2023, which was
secured by our cash totaling RMB15.9 million (approximately $2.3 million). We
intend to renew the above acceptance facility from Bank of Ningbo Co., Ltd.

in
the near future.



On January 17, 2022, we obtained a one-year term facility from Agricultural Bank
of China with a maximum amount of RMB10 million (approximately $1.4 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 and secured by an unrelated third party, Jiangsu Credits Financing
Guarantee Co., Ltd. We borrowed RMB10 million (approximately $1.4 million) on
the same date for a term until January 16, 2023. We repaid the loan early on
January 5, 2023.



On January 5, 2023, we renewed the one-year term facility from Agricultural Bank
of China, for a maximum amount of RMB10 million (approximately $1.4 million) for
a period of one year to January 4, 2024, bearing interest at 120% of benchmark
rate of the PBOC for short-term loans, which is 3.85% per annum, while other
terms and guarantee remaining the same. We borrowed RMB10 million (approximately
$1.4 million) on January 6, 2023.



On February 9, 2022, we obtained a one-year term facility from Jiangsu Gaochun
Rural Commercial Bank with a maximum amount of RMB10 million (approximately $1.4
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. We borrowed RMB10 million (approximately $1.4 million) on February
17, 2022 for a term until January 28, 2023. We repaid the loan early on January
16, 2023.



On January 14, 2023, we renewed the one-year term facility from Jiangsu Gaochun
Rural Commercial Bank, for a maximum amount of RMB10 million (approximately $1.4
million) bearing interest at 129% of benchmark rate of the People's Bank of
China ("PBOC") for short-term loans, which is 4.7% per annum. We borrowed RMB10
million (approximately $1.4 million) on January 17, 2023 for a term until
January 13, 2024.



On March 8, 2022, we obtained a one-year term facility from China Zheshang Bank
Co., Ltd. Shangyu Branch with a maximum amount of RMB10 million (approximately
$1.4 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) on the same
date. On May 17, 2022, we repaid the loan principal and related loan interests.



On April 28, 2022, we obtained a three-year term facility from Industrial and
Commercial Bank of China Nanjing Gaochun branch, with a maximum amount of RMB12
million (approximately $1.7 million) with the term from April 21, 2022 to April
21, 2025. The facilities were guaranteed by our CEO, Mr. Yunfei Li and Mr.
Yunfei Li's wife Ms. Qinghui Yuan. Under the facility, we borrowed RMB10 million
(approximately $1.4 million) on April 29, 2022, bearing interest at 3.95% per
annum for a term until April 29, 2023.



On June 22, 2022, we obtained another one-year term facility from China Zheshang
Bank Co., Ltd. Shangyu Branch with a maximum amount of RMB10 million
(approximately $1.4 million) bearing interest at 4.5% per annum. The facility
was guaranteed by 100% equity in CBAK Power held by BAK Asia and our CEO, Mr.
Yunfei Li. The Company borrowed RMB10 million (approximately $1.4 million) on
the same date for a term until June 21, 2023. We repaid the loan on November 10,
2022.



On September 25, 2022, we entered into a new one-year term facility with Jiangsu
Gaochun Rural Commercial Bank with a maximum amount of RMB9 million
(approximately $1.3 million) bearing interest rate at 4.81% per annum. The
facility was guaranteed by 100% equity in CBAK Nanjing held by BAK Investment
and our CEO, Mr. Yunfei Li and Mr. Yunfei Li's wife Ms. Qinghui Yuan. We
borrowed RMB9 million (approximately $1.3 million) on September 27, 2022 for a
term until September 24, 2023.



On November 8, 2022, we obtained a one-year term facility from China CITIC Bank
with a maximum amount of RMB10 million (approximately $1.4 million). On November
8, 2022, we borrowed RMB10 million (approximately $1.4 million) under the
facility, bearing interest rate at 4.35% per annum, with the maturity date to
August 9, 2023. We repaid RMB5.0 million (approximately $0.7 million) and RMB0.2
million (approximately $0.1 million) on November 16, 2022 and December 27, 2022,
respectively. On December 27, 2022, we entered into another facility with China
CITIC Bank for a maximum amount of RMB0.2 million (approximately $0.1 million),
the interest rate is 4.2%, and the maturity date is December 27, 2023.



On December 9, 2022, we obtained a RMB5 million (approximately $0.7 million)
letter of credit from China CITIC Bank for a period to October 30, 2024 for
settlement of Hitrans purchase. We have not utilized the letter of credit as of
December 31, 2022. On January 5, 2023, we utilized RMB 1.5 million
(approximately $0.2 million) at an interest rate of 2.7% for a period of one
year to January 5, 2024.



On January 7, 2023, we obtained a two-year term facility from Postal Savings
Bank of China, Nanjing Tianhe Branch with a maximum amount of RMB10 million
(approximately $1.4 million) for a period from January 7, 2023 to January 6,
2025. The facility was guaranteed by the Company's CEO, Mr. Yunfei Li, Mr.
Yunfei Li's wife Ms. Qinghui Yuan and CBAK New Energy (Nanjing) Co., Ltd. We
borrowed RMB5 million (approximately $0.7 million) on January 12, 2023 for a
term of one year until January 11, 2024, bearing interest at 3.65% per annum.



                                       39





We borrowed a series of acceptance bills from Agricultural Bank of China
totaling RMB28.4 million (approximately $4.1 million) for various terms through
January to March 2023, which were secured by our cash totaling RMB28.4 million
(approximately $4.1 million).


We borrowed a series of acceptance bills from Jiangsu Gaochun Rural Commercial Bank totaling RMB6.7 million (approximately $0.9 million) for various terms ending through January to June 2023, which was secured by our cash totaling RMB6.7 million (approximately $0.9 million)

We borrowed a series of acceptance bills from China Zheshang Bank Co. Ltd Shangyu Branch totaling RMB72.4 million (approximately $10.5 million) for various terms ending through January to June 2023, which were secured by our cash totaling RMB53.4 million (approximately $7.7 million) and our bills receivable totaling RMB22.2 million (approximately $3.2 million).





We borrowed a series of acceptance bills from Shaoxing Branch of Bank of
Communications Co., Ltd totaling RMB21.9 million (approximately $3.2 million)
for various terms ending through March to May 2023, which were secured by our
cash totaling RMB12.2 million (approximately $1.8 million) and our land use
rights and buildings.



We borrowed a series of acceptance bills from China Merchants Bank Dalian Branch
totaling RMB96.4 million (approximately $14.0 million) for various terms ending
through January to June 2023, which was secured by our cash totaling RMB96.4
million (approximately $14.0 million).



As of December 31, 2022, 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.


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.



                                       40





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.



                                       41





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.



                                       42





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,
                                                                    2021               2022
Net cash (used in) provided by operating activities            $       (4,270 )   $      15, 115
Net cash used in investing activities                                 (38,081 )           (7,928 )
Net cash provided by financing activities                              48,272              5,611

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

                                                      (238 )           (1,797 )

Net increase in cash and cash equivalents and restricted cash

                                                                    5,683             11,001

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

                                                  20,672             26,355
Cash and cash equivalents and restricted cash at the end of
the year                                                       $       26,355     $       37,356




                                       43





Operating Activities



Net cash provided by operating activities was $15.1 million in the year ended
December 31, 2022, as compared to net cash used in operating activities of $4.3
million in 2021. The net cash provided by operating activities in 2022 was
mainly attributable to our net income of $6.9 million (before loss on disposal
of property, plant and equipment, impairment charge of long-lived assets,
impairment charge of goodwill and excluding non-cash depreciation and
amortization, write-down of inventories, share-based compensation and changes in
fair value of warrants liability), a decrease of trade and bills receivable of
$21.0 million, decrease of prepayments and other receivables of $7.1 million,
increase of trade and bills payable by $7.6 million offset by increase of
inventories of $24.0 million and increase of trade receivable from BAK Shenzhen
of $3.5 million.



Net cash used in operating activities was $4.3 million in the year ended
December 31, 2021. The net cash used in operating activities in 2021 was 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
compensation and changes in fair value of warrants liability) of $4.6 million
offset by a decrease of uncertain tax position of 7.5 million.



Investing Activities



Net cash used in investing activities decreased to $7.9 million in the fiscal
year ended December 31, 2022, from $38.1 million in 2021. In 2022, the primary
uses of net cash for investing activities were purchases of property, plant and
equipment, and construction in progress, totaling $12.4 million offset by $4.5
million cash receipt from disposal of equity interest of Hitrans.



Net cash used in investing activities was $38.1 million in the fiscal year ended
December 31, 2021. In 2021, net cash used in investing activities comprised
$17.8 million for acquiring Hitrans (net of cash acquired), $1.4 million for
purchasing non-marketable securities and $19.2 million for the acquisition of
property, plant and equipment and in-progress construction projects.



Financing Activities



Net cash provided by financing activities was $5.6 million in the fiscal year
ended December 31, 2022, compared with $48.3 million in 2021. The net cash
provided by financing activities for the year ended December 31, 2022 mainly
comprised of $21.6 million bank borrowings, $1.5 million from non-controlling
interests injections, $1.5 million from finance leases, partially offset by
repayment of bank borrowings of $14.6 million, and $3.7 million in repayment of
loans to Mr. Ye Junnan.



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



As of December 31, 2022, 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              $    14,300     $    8,540
Industrial and Commercial Bank of China Limited                       1,737

         1,447
China CITIC Bank                                                        724              -
                                                                     16,761          9,987
Short-term credit facilities:
China CITIC Bank                                                        724            724
Jiangsu Gaochun Rural Commercial Bank                                 2,750

         2,750
Agricultural Bank of China                                            1,447          1,447
                                                                      4,921          4,921
Other lines of credit:
Shaoxing Branch of Bank of Communications Co., Ltd                    3,167

3,167


Agricultural Bank of China                                            4,114

4,114


Jiangsu Gaochun Rural Commercial Bank                                   969            969
Bank of Ningbo Nanjing Gaochun Branch                                 2,296

2,296


China Zheshang Bank Co., Ltd                                         10,475

10,475

China Merchants Bank Co., Ltd, Dalian Development Zone Branch 13,954


        13,954
                                                                     34,975         34,975
Total                                                           $    56,657     $   49,883




                                       44





Capital Expenditures



We incurred capital expenditures of $19.2 million and $12.4 million in the
fiscal years ended December 31, 2022 and 2021, respectively. Our capital
expenditures in 2022 were primarily allocated to the construction of our Dalian
and Nanjing facilities. 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,
                                                                    2021               2022
Purchase of property, plant and equipment and construction
in progress                                                    $       19,212     $       12,373




We estimate that our total capital expenditures in fiscal year 2023 will reach
approximately $80 million. Such funds will be used to construct new plants with
new production lines and battery module packing lines.



Critical Accounting Policies and Estimates


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



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



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





Revenue Recognition



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



                                       45





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, leased assets 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 and Bills Receivable



Trade 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 receivable. We determine the allowance based on historical
write-off experience, customer specific facts and economic conditions.



Outstanding trade receivable balances are reviewed individually for collectability. Trade 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.



                                       46





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 part of 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,
                                                                    2021                2022
Balance sheet items, except for equity accounts                         6.3551             6.9091
Amounts included in the statement of income and
comprehensive loss and statement of cash flows                          6.4525             6.7264

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