UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on July 20, 2021, Dalian CBAK Power Battery Co., Ltd. (“CBAK Power”), a wholly-owned Chinese subsidiary of CBAK Energy Technology, Inc. (the “Company”), entered into a framework agreement relating to CBAK Power’s investment in Zhejiang Hitrans Lithium Battery Technology Co., Ltd (“Hitrans”), pursuant to which CBAK Power agreed to acquire 81.56% of the equity interests of Hitrans (the “Acquisition”). The Acquisition was completed on November 26, 2021.
CBAK Power paid approximately RMB40.74 million ($6.31 million) in cash to acquire 21.56% ownership of Hitrans from Hitrans management shareholders. In addition, CBAK Power entered into a loan agreement with Hitrans to lend Hitrans approximately RMB131 million ($20.28 million) (the “Hitrans Loan”) by remitting approximately RMB131 million into the account of Shaoxing Intermediate People’s Court to remove the freeze on Zhejiang Meidu Graphene Technology Co., Ltd. (“Meidu Graphene”)’s 60% ownership of Hitrans which freeze was imposed as a result of a lawsuit for Hitrans’s failure to make payments in connection with the purchase of land use rights, plants, equipment, pollution discharge permit and other assets (the “Assets”). CBAK Power assigned RMB118 million ($18.27 million) of the Hitrans Loan to Mr. Junnan Ye as consideration for the acquisition of 60% ownership of Hitrans from Mr. Ye who, acting as an intermediary, first purchased the 60% ownership of Hitrans from Meidu Graphene. After such assignment, Hitrans shall repay Mr. Ye at least RMB70 million ($10.84 million) within two months of obtaining title to the Assets and the rest RMB48 million ($7.43 million) by December 31, 2021, along with a fixed interest of RMB3.5 million ($0.54 million) which can be reduced by up to RMB1 million ($0.15 million) if the loan is repaid before its due date. Hitrans shall repay the remaining approximately RMB13 million ($2.01 million) of the Hitrans Loan to CBAK Power at an interest rate of 6% per annum. As of the closing of the Acquisition, Hitrans has applied for bank loans but has not fully repaid the RMB118 million due to Mr. Ye or RMB13 million to CBAK Power.
Prior to the Acquisition, CBAK Power and Hangzhou Juzhong Daxin Asset Management Co., Ltd. (“Juzhong Daxin”) entered into a framework investment agreement (the “Letter of Intent”) for a potential acquisition of Hitrans, and CBAK Power paid RMB20 million ($3.10 million) to Juzhong Daxin as a security deposit under the Letter of Intent. As of the closing of the Acquisition, Juzhong Daxin returned RMB7 million ($1.1 million) of the security deposit to CBAK Power. Juzhong Daxin is entitled to certain commissions and fees pursuant to the Letter of Intent for facilitating the Acquisition which amounts have not been finalized as of the closing of the Acquisition.
As part of the Acquisition, Hitrans obtained title to the Assets. Upon the closing of the Acquisition, CBAK Power became the largest shareholder of Hitrans holding 81.56% of its equity interests. As required by applicable Chinese laws, CBAK Power is obliged to make capital contributions for the portion of Hitrans’s registered capital subscribed but unpaid in accordance with the articles of association of Hitrans.
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ITEM 7.01. REGULATION FD DISCLOSURE.
On November 29, 2021, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
ITEM 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not being filed herewith. The financial statements required by Item 9.01(a) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed herewith. The pro forma financial statements required by Item 9.01(b) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated November 29, 2021 | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CBAK ENERGY TECHNOLOGY, INC. | ||
Date: November 30, 2021 | By: | /s/ Xiangyu Pei |
Xiangyu Pei | ||
Interim Chief Financial Officer |
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Exhibit 99.1
CBAK Energy Completes Majority Stake Acquisition of Hitrans
DALIAN, China, November 29, 2021 /PRNewswire/ -- CBAK Energy Technology, Inc. (NASDAQ: CBAT) (“CBAK Energy,” or the “Company”), a leading lithium-ion battery manufacturer and electric energy solution provider in China, today announced that its wholly-owned subsidiary Dalian CBAK Power Battery Co., Ltd. (“CBAK Power”) has completed its previously announced acquisition of a majority stake in Zhejiang Hitrans Lithium Battery Technology Co. (“Hitrans”), a leading lithium-ion battery material supplier in China formerly known as Zhejiang Meidu Hitrans Lithium Battery Technology Co.
Upon closing of the transaction, CBAK Power is now the largest shareholder of Hitrans owning 81.56% of its equity. Hitrans, the Zhejiang-based company, focusing on manufacture and sales of NCM precursors and cathode materials including NCM811, has been selected as one of small and medium-sized enterprises that dominate major markets in niche sectors with a wide spectrum of government support like financial and tax incentives to propel them to further grow into “small giants.” Additionally, Hitrans was awarded several times as one of Chinese Top Ten Brands of Cathode Materials for Power Lithium Batteries and won the 2020 Technology Innovation Award from the China Industrial Association of Power Sources. These achievements exemplify strong industry recognition to the quality of Hitrans’s’s solid performance and advanced technologies. Hitrans has an annual production capacity of 12,000 tons of NCM precursors and 8,000 tons of cathode materials, with both planned to expand to 50,000 tons by 2023. Through the acquisition of a key supplier to CBAK Energy, the Company expects to further enhance its supply chain and competitive advantages in the high-power lithium battery market and bring more value to customers and shareholders.
Mr. Yunfei Li, Chief Executive Officer of CBAK Energy commented, “ The closing of this deal heralds an exhilarating time of renewed opportunity for us. By building a tighter relationship with Hitrans, which has also been a critical supply chain partner of our Company, we believe this offers CBAK Energy a unique vantage point to cope with rising challenges from supply chain constraints in the short run. In the longer run, we hope this deal will unlock incredible potential for both companies to seize and tap into growing opportunities available in the burgeoning electric vehicle industry.”
About CBAK Energy
CBAK Energy Technology, Inc. is a leading high-tech enterprise in China engaged in the development, manufacturing, and sales of new energy high power lithium batteries. The applications of the Company’s products and solutions include light electric vehicles, electric vehicles, electric tools, energy storage, uninterruptible power supply (UPS), and other high-power applications. In January 2006, CBAK Energy became the first lithium battery manufacturer in China listed on the Nasdaq Stock Market. CBAK Energy has multiple operating subsidiaries in Dalian and Nanjing, as well as a large-scale R&D and production base in Dalian.
For more information, please visit www.cbak.com.cn.
About Hitrans
Zhejiang Hitrans Lithium Battery Technology Co. is a leading developer and manufacturer of NCM precursor and cathode materials in China, with a mission to become the world’s first-class producer of cathode materials for new energy lithium batteries. The Company’s products have a wide range of applications, including electric vehicles, electric tools, high-end digital products, storage, etc. Hitrans has more than 60 authorized patents or accepted patent applications, and is dedicated to the advancement of cutting-edge technologies for sustainable development and growth.
For more information, please visit http://www.chinahitrans.com/en.
Safe Harbor Statement
This press release contains forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All “forward-looking statements” relating to the business of CBAK Energy Technology, Inc. and its subsidiary companies, which can be identified by the use of forward-looking terminology such as “believes”, “expects” or similar expressions, involve known and unknown risks and uncertainties which could cause actual results to differ materially. These factors include but are not limited to: the ability of the Company to meet its contract or agreement obligations; the uncertain market for the Company’s lithium battery cells; business, macroeconomic, technological, regulatory, or other factors affecting the profitability of battery cells designed for energy storage; and risks related to CBAK Energy’s business and risks related to operating in China. Please refer to CBAK Energy’s most recent Annual Report on Form 10-K, as well as other SEC reports that have been filed since the date of such annual report, for specific details on risk factors. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. CBAK Energy’s actual results could differ materially from those contained in the forward-looking statements. CBAK Energy undertakes no obligation to revise or update its forward-looking statements in order to reflect events or circumstances that may arise after the date of this release unless expressly requested by applicable law.
For investor and media inquiries, please contact:
In China:
CBAK Energy Technology, Inc.
Investor Relations Department
Mr. Thierry Jiewei Li
Phone: 86-411-39185985
Email: ir@cbak.com.cn
The Blueshirt Group
Ms. Feifei Shen
Phone: +86 13466566136
Email: feifei@blueshirtgroup.com
The Blueshirt Group
Ms. Suwen Feng
Phone: +86 13917110134
Email: suwen@blueshirtgroup.com
In the United States:
The Blueshirt Group
Ms. Julia Qian
Phone: +1 973-619-3227
Email: Julia@blueshirtgroup.com
SOURCE CBAK Energy Technology, Inc.
Related Links
https://ir.cbak.com.cn/
Cover |
Nov. 26, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Nov. 26, 2021 |
Entity File Number | 001-32898 |
Entity Registrant Name | CBAK ENERGY TECHNOLOGY, INC. |
Entity Central Index Key | 0001117171 |
Entity Tax Identification Number | 86-0442833 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | BAK Industrial Park |
Entity Address, Address Line Two | Meigui Street |
Entity Address, Address Line Three | Huayuankou Economic Zone |
Entity Address, City or Town | Dalian |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 116450 |
City Area Code | (86)(411) |
Local Phone Number | 3918-5985 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | CBAT |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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