United States securities and exchange commission logo
October 27, 2022
Xiangyu Pei
Interim Chief Financial Officer
CBAK Energy Technology, Inc.
CBAK Industrial Park, Meigui Street
Huayuankou Economic Zone
Dalian City, Liaoning Province
People's Republic of China, 116450
Re: CBAK Energy
Technology, Inc.
Form 10-K for the
Year Ended December 31, 2021
Filed April 15,
2022
File No. 001-32898
Dear Xiangyu Pei:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Disclosures Related to Our China-Based Operations, page iii
1. Please enhance your
disclosure to also disclose whether you have been or expect to be
identified by the
Commission under the Holding Foreign Companies Accountable Act.
2. Please disclose the
risks that your corporate structure and being based in or having the
majority of the company
s operations in China poses to investors. In particular, describe
the significant
regulatory, liquidity, and enforcement risks with cross-references to the
more detailed
discussion of these risks in the prospectus. For example, specifically
discuss risks arising
from the legal system in China, including risks and uncertainties
regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
Xiangyu Pei
FirstName LastNameXiangyu Pei
CBAK Energy Technology, Inc.
Comapany
October 27,NameCBAK
2022 Energy Technology, Inc.
October
Page 2 27, 2022 Page 2
FirstName LastName
or influence your operations at any time, or may exert more control
over offerings
conducted overseas and/or foreign investment in China-based issuers,
which could result
in a material change in your operations and/or the value of your
securities. Acknowledge
any risks that any actions by the Chinese government to exert more
oversight and control
over offerings that are conducted overseas and/or foreign investment
in China-based
issuers could significantly limit or completely hinder your ability to
offer or continue to
offer securities to investors and cause the value of such securities
to significantly decline
or be worthless.
3. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your operations, and state affirmatively whether
you have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
4. Please enhance your disclosure to provide a clear description of how
cash is transferred
through your organization. Quantify any cash flows and transfers of
other assets by type
that have occurred between the holding company and its subsidiaries,
and direction of
transfer. Quantify any dividends or distributions that a subsidiary
has made to the holding
company and which entity made such transfer, and their tax
consequences. Similarly
quantify dividends or distributions made to U.S. investors, the
source, and their tax
consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries, to the parent company and U.S.
investors.
Item 1A. Risk Factors, page 14
5. Revise your risk factors to acknowledge that if PRC regulations change
or are interpreted
differently in the future, the securities you have registered may
decline in value or become
worthless if the changes, or interpretations result in your inability
to assert contractual
control over the assets of your PRC subsidiaries.
6. We note your disclosure about the Holding Foreign Companies
Accountable Act on page
15. Please enhance your disclosure to also disclose whether you have
been or expect to be
identified by the Commission under the HFCAA and what impact this may
have on your
ability to continue to offer your securities.
Xiangyu Pei
CBAK Energy Technology, Inc.
October 27, 2022
Page 3
7. We note your risk factor on page 19 that most of your officers and
directors are nationals
or residents of China. As such, please revise to include a separate
Enforceability section
to disclose the difficulty of bringing actions and enforcing
judgements against these
individuals. Refer to Item 101(g) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeffrey Gordon at 202-551-3866 or Jean Yu at
202-551-3305 with any
questions.
FirstName LastNameXiangyu Pei Sincerely,
Comapany NameCBAK Energy Technology, Inc.
Division of
Corporation Finance
October 27, 2022 Page 3 Office of
Manufacturing
FirstName LastName