UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULESchedule 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

CBAK ENERGY TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

 (Name

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 10, 2021on December 23, 2022

To the Stockholders of CBAK ENERGY TECHNOLOGY, INC.:

You are cordially invited to attend a Specialthe 2022 Annual Meeting of Stockholders (the “Special“Annual Meeting”) of CBAK Energy Technology, Inc., a Nevada corporation (the “Company”) that will be held on May 10, 2021,Friday, December 23, 2022, at 9:00 a.m., local time, at BAK Industrial Park, Meigui Street, Huayuankou Economic Zone, Dalian City, 116450, China.

We are now filing this proxy statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”) in order to provide the disclosures required by the rules and regulations of the SEC in connection with the SpecialAnnual Meeting, which will be held for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice or made available over the Internet. We are not aware of any other business to come before the SpecialAnnual Meeting.

Only stockholders of record at the close of business on March 12, 2021October 25, 2022 (the “Record Date”) are entitled to notice and to vote at the SpecialAnnual Meeting and any adjournment or postponement thereof.

It is important that your shares are represented at the SpecialAnnual Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the SpecialAnnual Meeting in person, please vote your shares promptly by casting your vote via the Internet or, if you receive a full set of proxy materials by mail or request one be mailed to you, and prefer to mail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the Internet or by mail before the SpecialAnnual Meeting, or by voting in person at the SpecialAnnual Meeting.

If you plan to attend the SpecialAnnual Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the SpecialAnnual Meeting, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials that is being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the SpecialAnnual Meeting and vote in person.

March 15, 2021October 28, 2022

TABLE OF CONTENTS

CBAK ENERGY TECHNOLOGY, INC.

BAK Industrial Park,

Meigui Street, Huayuankou Economic Zone,

Dalian City, 116450, China

PROXY STATEMENT

This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors of CBAK Energy Technology, Inc., a Nevada corporation (the “Company” or “we”), for the Company’s SpecialAnnual Meeting of Stockholders (the “Special“Annual Meeting”). The SpecialAnnual Meeting is to be held at 9:00 a.m., local time, on May 10, 2021,Friday, December 23, 2022, and at any adjournment(s) or postponement(s) thereof, at the principal executive offices of the Company, located at BAK Industrial Park, Meigui Street, Huayuankou Economic Zone, Dalian City, 116450, China.

The approximate date on which the Proxy Statement and the accompanying notice and form of proxy are intended to be sent or made available to stockholders is on or about March 15, 2021.October 28, 2022.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIALANNUAL MEETING

Why am I receiving these materials?

Our records indicate that you owned your shares of Company common stock, par value $0.001 per share (the “Common Stock”) at the close of business on March 12, 2021October 25, 2022 (the “Record Date”). You have been sent this Proxy Statement and the enclosed proxy because the Company is soliciting your proxy to vote your shares of Common Stock at the SpecialAnnual Meeting on the proposals described in this Proxy Statement.

What proposals will be voted on at the SpecialAnnual Meeting?

The following proposals will be voted on at the SpecialAnnual Meeting:

We will also consider any other business that properly comes before the SpecialAnnual Meeting or at any postponement or adjournment of the Annual Meeting. If any other matters are properly brought before the SpecialAnnual Meeting, the persons named in the enclosed proxy card or voter instruction card will vote the shares they represent using their judgment.

What are the recommendations of the Board of Directors?

Our Board of Directors unanimously recommends that you vote:

Will there be any other items of business on the agenda?

The Board of Directors knows of no other matters that will be presented for consideration at the SpecialAnnual Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the SpecialAnnual Meeting or at any postponement or adjournment of the SpecialAnnual Meeting. Those persons intend to vote that proxy in accordance with their judgment. If for any reason any of the nominees are not available as candidates for director, and our Board of Directors has not reduced the authorized number of directors on our Board of Directors, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors.

Who is entitled to vote at the SpecialAnnual Meeting?

All owners of our Common Stock as of the close of business on the Record Date are entitled to vote their shares of Common Stock at the SpecialAnnual Meeting and any adjournment or postponement thereof. As of the Record Date, a total of 88,106,01988,990,858 shares of Common Stock are outstanding and eligible to vote at the SpecialAnnual Meeting. Each share of Common Stock is entitled to one vote on each matter properly brought before the SpecialAnnual Meeting. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the SpecialAnnual Meeting.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares were registered directly in your name with the Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the SpecialAnnual Meeting or vote by proxy. Whether or not you plan to attend the SpecialAnnual Meeting, to ensure your vote is counted, we encourage you to vote either by Internet or by filling out and returning the enclosed proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the SpecialAnnual Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as a proposal to ratify an independent registered public accounting firm (Proposal 2). However, since you areabsent instructions from the beneficial owners of such shares, a broker is not the stockholder of record, you may notentitled to vote your shares in person at the Special Meeting unless you request and obtainheld for a legal proxy issued in your name from your broker, bank or other agent.beneficial owner on “non-routine” matters, such as Proposal 1. We strongly encourage you to vote.

How do I vote?

Your shares may only be voted at the SpecialAnnual Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the SpecialAnnual Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.

You may vote using any of the following methods:

Can I change my vote or revoke my proxy?

You may revoke your proxy or change your vote at any time before the closing of the polls at the Special Meeting. If you are a stockholder of record, at the Record Date, you canmay revoke your proxy or change yourat any time prior to the vote by:

at the Annual Meeting. If you holdsubmitted your shares in “street name” throughproxy by mail, you must file with our Secretary a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. If you submitted your proxy by the Internet, you may revoke your proxy with a later Internet proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the Annual Meeting. If you are a beneficial owner, you may vote by submitting new voting instructions to your broker, bank or other nominee, holder of record,or, if you must contacthave obtained a legal proxy from your brokerage firm,broker, bank or other nominee holder of record to change your vote or obtain a written legal proxygiving you the right to vote your shares, if you wish to cast your voteby attending the meeting and voting in person at the Special Meeting.person.

Who may attend the SpecialAnnual Meeting?

All stockholders that were stockholders of the Company as of the Record Date, or their authorized representatives, may attend the SpecialAnnual Meeting. Admission to the SpecialAnnual Meeting will be on a first-come, first-served basis. If your shares are held in the name of a brokerage firm, bank, dealer or other similar organization that holds your shares in “street name” and you plan to attend the SpecialAnnual Meeting, you should obtain a legal proxy from the broker, bank or nominee that holds your shares to ensure your admission.

What constitutes a quorum and how will votes be counted?

The SpecialAnnual Meeting will be held if a quorum, consisting of thirty-three and one-third percent (33-1/3%) of the outstanding shares of Common Stock entitled to vote as of the Record Date, is represented in person or by proxy. Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum.

A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange, absent instructions from the beneficial owners, banks and brokers who hold shares in street name for beneficial owners have the authority to vote only on routine corporate matters, such as the ratification of the appointment of Centurion ZD CPA & Co. as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal 2) without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on certain “non-routine” matters. Eachmatters, such as the uncontested election of the proposals to be considered at this Special Meeting as described in this proxy statement is considered non-routine. Therefore, brokers, banks and other nominee holders of record do not have discretionary authority to vote on any of these proposals.our directors (Proposal 1).

Broker non-votes are counted for purposes of determining whether or not a quorum exists for the transaction of business at the SpecialAnnual Meeting or any postponement or adjournment of the SpecialAnnual Meeting, but will not be counted for purposes of determining the number of shares represented and voted with respect to an individual proposal, and therefore will have no effect on the outcome of the vote on an individual proposal. Thus, if you do not give your broker specific voting instructions, your shares may not be voted on these “non-routine” matters and will not be counted in determining the numbereffect of shares necessary for approval.a broker non-vote varies depending on the vote required with respect to an individual proposal.

How are proxies being solicited and who will pay for the solicitation of proxies?

This proxy solicitation is being made by the Company on behalf of the Board of Directors of the Company and will be paid for by the Company. We will reimburse brokerage firms, banks and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of our directors, officers and regular employees personally or by telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for such services.

How many votes are needed to approve each proposal?

Approval of Proposal 1 will require the affirmative vote of the majority of the votes cast on this proposal (meaning the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Approval of Proposal 2 will require the affirmative vote of the majority of the votes cast, whether or not a quorum exists. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

I am a stockholder, and I only received a copy of the Notice of Internet Availability of Proxy Materials (“Notice”) in the mail. How may I obtain a full set of the proxy materials?

In accordance with the “notice and access” rules of the SEC, we may furnish proxy materials, including this Proxy Statement, to our stockholders of record and beneficial owners of shares by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, these proxy materials, stockholders may contact:

Corporate Secretary

CBAK Energy Technology, Inc.

BAK Industrial Park,

Meigui Street, Huayuankou Economic Zone,

Dalian City, 116450, China

Telephone: 86-411-39185985; Fax: 86-411-39185980

E-mail: ir@cbak.com.cn

Stockholders who hold shares in street name (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Whom should I contact with other questions?

You may obtain information from us by making a request by telephone or in writing at the address of our Corporate Secretary set forth above.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Securities Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to us with respect to the beneficial ownership of our Common Stock as of the close of business on the Record Date for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each named executive officer, (iii) each of our directors and nominees, and (iv) all of our named executive officers and directors as a group:

Includes 20,000 options vested on May 30, 2022 and 20,000 options to vest on November 30, 2022. On November 29, 2021, pursuant to the 2015 Plan, the Company granted Mr. Li an aggregate of 200,000 performance-based stock options to purchase the Company’s common stock. Subject to continued service and attainment of the performance goals relating to the Company’s operating results for each of the fiscal years ending December 31, 2021, 2022, 2023, 2024 and 2025, the options will vest semi-annually in 10 equal installments over a 5-year period with the first vesting on May 30, 2022. The options will expire on the 70-month anniversary of the grant date. The performance goals for 2021 were met, resulting in vesting of 20,000 options on May 30 and November 30, 2022, respectively.

Changes in Control

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

PROPOSAL 1. – approval, for purposes of complying with Nasdaq Listing Rule
5635(d), of any future adjustments of exercise prices of the Warrants below
their floor prices in accordance with the terms of such warrants- ELECTION OF DIRECTORS

The information set forth in this Proposal 1 is qualified in its entirety by reference to the full text of certain Securities Purchase Agreement and the forms of certain Warrants attached as Exhibits 10.1, 4.1 and 4.2, respectively, to our Current Report on Form 8-K filed with the SEC on February 9, 2021. Stockholders are urged to carefully read these documents.

Background

On February 8, 2021, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors, pursuant to which we issued and sold, in a registered direct offering, an aggregate of 8,939,976 shares (the “Shares”) of Common Stock at a per share purchase price of $7.83. In addition, under the Securities Purchase Agreement, 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 (the “Series A-1 Warrants”); (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 (the “Series B Warrants”); 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 (the “Series A-2 Warrants,” and together with the Series A-1 Warrants, the Series A-2 Warrants and the Series B Warrants, the “Investor Warrants.”). In connection with this offering, we also issued, as additional compensation, to FT Global Capital, Inc., our exclusive placement agent, warrants to purchase up to 5% of the Shares placed in this offering, or 446,999 shares of our Common Stock, at an exercise price of $9.204 per share, which warrants were offered in the concurrent private placement (the “Placement Agent Warrants,” and together with the Investor Warrants, the “Warrants”).

The actual number of Series A-2 Warrants available for exercise is contingent on the amount of shares of Common Stock issued upon the investors’ exercises of Series B Warrants. In particular, the maximum shares of Common Stock into which Series A-2 Warrants are exercisable shall increase, on a share-by-share basis, by 50% of the aggregate number of shares of Common Stock issued to the investors in each exercise of Series B Warrants by the investors. If none of the Series B Warrants has been exercised within the term of the Series B Warrants (i.e., 90 days of the issuance date), all of the Series A-2 Warrants will expire on the same date as the Series B Warrants. Series B Warrants can only be exercised for cash while holders of the Series A-1 Warrants and Series A-2 Warrants have the right to exercise these warrants on a cashless basis if the registration statement or prospectus contained therein is not available for the issuance of all shares of Common Stock issuable upon exercise of the Series A-1 Warrants and Series A-2 Warrants.

The exercise price of each series of the Warrants is also subject to customary adjustment in case of stock splits, stock dividends, stock combinations and similar recapitalization transactions. In addition, if we make certain dilutive issuances (with limited exceptions), the exercise price of the Investor Warrants would be lowered to the per share price for the dilutive issuances. However, without stockholder approval, the Warrants’ exercise price may not be adjusted to be less than $7.67, which is the average closing price of the Common Stock for the five trading days immediately prior to the date of the Securities Purchase Agreement (the “Floor Price”). In addition, without stockholder approval, the Company may not raise additional funds in the future by issuing additional shares at a price less than the Floor Price during the term of the Warrants. The exercisability of the Warrants may also be limited if, upon exercise, the holder and its affiliates would in aggregate beneficially own more than 4.99% or 9.99% of the Common Stock, which percentage shall be elected by the holder on or prior to the issuance date.

The closing of the above offering (the “Offering”) occurred on February 10, 2021. As of the date of this proxy statement, none of the Warrants have been exercised.

Reasons for Requesting Stockholder Approval

Our Common Stock is listed on the Nasdaq Capital Market and trades under the symbol “CBAT.” Nasdaq Listing Rule 5635(d) requires stockholder approval in connection with a transaction other than a public offering involving the sale or issuance by the issuer of common stock (or securities convertible into or exchangeable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of: (i) the closing price of the common stock immediately preceding the signing of the binding agreement for the issuance of such securities; or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities (the “Minimum Price”).

The offering of the Shares, the Warrants and the underlying Common Stock of the Warrants did not constitute a public offering under the Nasdaq Listing Rules. As a result, in order to comply with the Nasdaq Listing Rule 5635(d), the per share offering price of the Shares and the exercise price of each series of Warrants were at or above the Minimum Price. In addition, without stockholder approval, the exercise price of each series of Warrants may not be reduced to be less than the Floor Price, or $7.67 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). As a result, the Offering was not subject to the stockholder approval requirement provided in Nasdaq Listing Rule 5635(d), and we were able to issue an aggregate number of the Shares, together with the shares of Common Stock issuable upon exercise of the Warrants, in excess of 20% of the outstanding shares of our Common Stock and the voting power thereof prior to the issuance without obtaining the prior stockholder approval.

Under the Securities Purchase Agreement, for so long as any Warrants remain outstanding, unless we have obtained the stockholder approval, we may not, in any manner, enter into or affect any issuance of additional shares at a price lower than the Floor Price. In the Securities Purchase Agreement, we agreed to solicit stockholder approval to allow issuances below the Floor Price for the Warrants, and this approval is being sought at the Special Meeting pursuant to this Proposal 1. We are required under the Securities Purchase Agreement to call and hold a stockholder meeting no later than May 31, 2021 to seek such approval from our stockholders.

The stockholder approval will not increase the number of shares of Common Stock issuable upon exercise of the Warrants. With your approval, we may reduce the exercise price of the Warrants if and only if during the term of Warrants, we consummate a transaction in which we issue shares of Common Stock or securities convertible into or exercisable for shares of Common Stock at a consideration per share less than the then applicable exercise price of the Warrants, subject to certain exceptions.

Possible Effects of Disapproval of this Proposal

Our Board of Directors is not seekingresponsible for establishing broad corporate policies and monitoring the approvaloverall performance of the Company. It selects the Company’s executive officers, delegates authority for the conduct of the Company’s day-to-day operations to those officers, and monitors their performance. Members of the Board of Directors are kept informed of the Company’s business by participating in Board of Directors and Committee meetings, by reviewing analyses and reports, and through discussions with the Chairman and other officers.

Effective December 8, 2006, Article V of our articles of incorporation was amended so that the number of our directors shall be determined in accordance with our Bylaws instead of in accordance with provisions contained in our articles of incorporation. At the Annual Meeting, five (5) directors will be elected, each to hold office until the next annual meeting of stockholders or his or her earlier death or resignation or until his or her successor, if any, is elected or appointed. The individuals who have been nominated for election to authorize our entry into the Securities Purchase Agreement. The issuance and saleBoard of Directors at the Annual Meeting are listed in the table below. Each of the Shares and Warrants have already occurred and the Securities Purchase Agreement and related transaction documents are binding obligations on us. The Shares and the Warrants will continue to be outstanding, and the termsnominees is a current director of the Warrants will remain outstanding obligationsCompany.

If, as a result of ours in favorcircumstances not now known or foreseen, any of the nominees is unavailable to serve as a nominee for the office of Director at the time of the Annual Meeting, the holders of the proxies solicited by this Proxy Statement may vote those proxies either (i) for the election of a substitute nominee who will be duly designated by the proxy holders or by the present Board of Directors or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board of Directors has no reason to believe that any of the nominees will be unwilling or unable to serve, if elected as a Director. To be elected, each of the five nominees proposed for election as directors at the Annual Meeting must receive at least a plurality of the votes cast at the Annual Meeting.

Director Selection

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors since such Warrants. In addition,procedures were last disclosed. As provided in its Charter, the Nominating and Corporate Governance Committee of the Company’s Board of Directors is responsible for identifying individuals qualified to become Board members and recommending to the Board nominees for election as directors. The Nominating and Corporate Governance Committee considers recommendations for director nominees, including those submitted by the Company’s stockholders, on the bases described above,below. Stockholders may recommend nominees by writing to the stockholder approvalNominating and Corporate Governance Committee c/o the Secretary at BAK Industrial Park, Meigui Street, Huayuankou Economic Zone, Dalian City, 116450, China; via email at IR@cbak.com.cn; or via fax at (86)411-39185980. Stockholder recommendations will not resultbe promptly provided to the chairman of the Nominating and Corporate Governance Committee. To be considered by the Nominating and Corporate Governance Committee for inclusion in the increaseproxy for the 2023 annual meeting, recommendations must be received by the Secretary of numberthe Company not later than the close of sharesbusiness on December 31, 2022.

In identifying and evaluating nominees, the Nominating and Corporate Governance Committee may consult with the other Board members, management, consultants, and other individuals likely to possess an understanding of Common Stockthe Company’s business and knowledge of suitable candidates. In making its recommendations, the Nominating and Corporate Governance Committee assesses the requisite skills and qualifications of nominees and the composition of the Board as a whole in the context of the Board’s criteria and needs. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee may take into account many factors, including general understanding of marketing, finance and other disciplines relevant to be issued or issuable uponthe success of a publicly traded company in today’s business environment; understanding of the Company’s business and technology; the international nature of the Company’s operations; educational and professional background; and personal accomplishment. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent stockholder interests through the exercise of the Warrants. It may reduce the exercise pricesound judgment, using its diversity of Warrants if in the future we issue sharesexperience. The Nominating and Corporate Governance Committee also ensures that a majority of Common Stock at a per share price less than the then applicable exercise price of Warrants. However, if Proposal 1 is not approved by our stockholders, as required by the Securities Purchase Agreement we would not be able to raise additional funds by issuing shares of Common Stock or other securities in a dilutive issuance at a per share price less than the Floor Price. Our ability to successfully implement our business plans and ultimately generate value for our stockholders is dependent on our ability to maximize capital raising opportunities. If we were unsuccessful in raising additional capital, wenominees would be required to curtail our plans to expand our manufacturing“independent directors” as defined under the applicable rules of the SEC and sales capabilitiesThe NASDAQ Stock Market LLC (“NASDAQ”). For a description of the qualifications that the Nominating and instead reduce operating expenses, dispose of assets, as well as seek extended terms on our obligations, the effect of which would adversely impact future operating results. While we will not necessarily issue any shares of Common Stock or other securities below the Floor PriceCorporate Governance Committee seeks in the near future, we need the approval of stockholders in order to maintain maximum flexibility in our capital raising abilities.potential nominees, please see “Director Qualifications” below.

In addition, our failure to receiveThe names, the stockholder approval of this proposal would result in our inability to issue shares at a price belowpositions with the Floor PriceCompany and accordingly may prevent holders from exercising the Warrants on a cash basis to the extent the exercise priceages as of the Warrants exceeds the then applicable market price of our Common Stock. We do not expect that holdersRecord Date of the Warrants will exercise the Warrants in that case, and,individuals who are our nominees for election as a result, we would not receive any additional funds.directors are:

Director Qualifications

If we failQualifications, Attributes, Skills and Experience to obtainbe Represented on the stockholder approvalBoard of Directors as a Whole

In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Corporate Governance Committee considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the Nominating and Corporate Governance Committee determines are pertinent in light of the current needs of the Board of Directors. The Nominating and Corporate Governance Committee also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board of Directors and the Nominating and Corporate Governance Committee require that each Director be a recognized person of high integrity with a proven record of success in his or her field. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all Directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities. The Company’s services are performed in various countries and in significant areas of future growth located outside of the United States. Accordingly, the Board believes that international experience or specific knowledge of key geographic growth areas and diversity of professional experiences should be represented on the Board. In addition, the Company’s business is multifaceted and involves complex financial transactions. Therefore, the Board believes that the Board should include some Directors with a high level of financial literacy and some Directors who possess relevant business experience as a Chief Executive Officer or President. Our business involves complex technologies in a highly specialized industry. Therefore, the Board believes that extensive knowledge of the Company’s business and industry should be represented on the Board.

Board Diversity Matrix

The matrix below summarizes the gender and ethnic diverse attributes on our Board.

Biographical Information and Summary of Qualifications of Nominees for Director

Yunfei Li has served as the chairman of our board, our president and chief executive officer since March 1, 2016. Mr. Li has more than 20 years of management experience in industries of real estate development, battery and new energy. Since May 31, 2021, we agreed2014, he has been Vice President of the Company’s subsidiary, CBAK Power in charge of the company’s construction of manufacturing facilities, government relationship and development of new customers. From May 2010 to May 2014, Mr. Li held management positions of various new energy development and real estate development companies in China. Prior to that, he was Director of Construction Department, Director of Comprehensive Management Department and Assistant to President of Shenzhen BAK Battery Co., Ltd., a former subsidiary of the Company, from March 2003 to May 2010. Mr. Li holds a bachelor’s degree in Civil Engineering from Liao Yuan Vocational Technical College.

Director Qualifications: Mr. Li has extensive senior management experience in the Securities Purchase Agreementindustry in which we operate and has held management positions of various new energy development and real estate development companies in China.

Jianjun He has served as our director since November 4, 2013. Mr. He has more than 16 years of experience in accounting and finance and is an associate member of the Chinese Institute of Certificate Public Accounts. Mr. He has been the Managing Director of Jilin Cybernaut Lvke Investment and Management Co., Ltd., an investment consulting firm in China, since January 1, 2013. From June 30, 2009 to cause additional stockholder meetingsDecember 31, 2012, Mr. He served as the Chief Financial Officer of THT Heat Transfer Technology, Inc. (Nasdaq: THTI) (“THT Heat”), a provider of heat exchangers and heat exchange solutions in China. Mr. He was the Chief Financial Officer of Siping City Juyuan Hanyang Plate Heat Exchanger Co. Ltd, a wholly owned subsidiary of THT Heat from 2007 to beDecember 2012. From 1999 to 2007, Mr. He worked as senior financial officer in Jilin Grain Group, a state-owned enterprise engaged in the grain processing and trading business. Mr. He graduated from Changchun Taxation College in 1995 with a Bachelor’s degree in Auditing and obtained a Master’s degree from Jilin University in 2005.

Director Qualifications: Mr. He, Chair of the Nominating and Corporate Governance Committee, has more than 15 years of experience in accounting and finance and is an associate member of the Chinese Institute of Certificate Public Accounts. He also has more than three years’ experience acting as CFO of a Nasdaq listed company.

J. Simon Xue has served as our director since February 1, 2016. Dr. Xue has approximately 40 years of experience in nuclear chemistry, solid state chemistry, superconductivity and materials for Lithium ion batteries. Within his research career, he has spent 21 years in the research and development of Lithium ion battery. Dr. Xue is retired but remains a member of energy storage strategic division of the Expert Committee for “Chinese Industrial Association of Power Sources”, energy storage strategic division. Prior to that, Dr. Xue was a director of Altair Nanotechnologies Inc., a Delaware company, between August 2011 and April 2012. From 2010 to 2011, he served as the chief executive officer of Yintong Energy Co., Ltd., a subsidiary of Canon Investment Holdings Ltd. Dr. Xue has also held bypositions at Ultralife, Duracell, B&K Electronics Co., Ltd., Valence Energy-Tech (Suzhou) Co., A123 Systems Inc. and International Battery Inc. He enjoys an extensive reputation in the whole product chain of lithium ion battery in China, including materials, equipment, cell manufacturing and testing. He has authored or co-authored over 50 scientific articles, 12 patents relevant to battery chemistry and materials and participated, presented and hosted more than 30 battery or material related international conferences. Dr. Xue completed his Ph.D. program in Solid State Chemistry in McMaster University in 1992.

Director Qualifications: Dr. Xue, Chair of the Compensation Committee, has approximately 40 years of experience in nuclear chemistry, solid state chemistry, superconductivity and materials for Lithium ion batteries. Within his research career, he has spent 21 years in the research and development of Lithium ion battery.

Martha C. Agee has served as our director since November 15, 2012. Since 1997, Ms. Agee has been a senior lecturer of business law at Hankamer School of Business of Baylor University where she teaches courses in the Legal Environment of Business, International Business Law, and Healthcare Law & Ethics for graduate and undergraduate students. Prior to that, Ms. Agee practiced law from 1988 to 1996. Ms. Agee obtained her bachelor’s degree in Accounting in 1976 and Juris Doctorate degree in 1988 from Baylor University.

Director Qualifications: Ms. Agee, Chair of the Audit Committee, was previously Certified Public Accountant, worked as Chief Accountant for a political sub-division for five and a half years and worked as Supervisor of Accounting for a large retail chain with the responsibilities included hiring, training, and supervision of accounting staff; preparation and analysis of 17 monthly financial statements and quarterly consolidated financial statements; budgeting, and internal auditing.

Xiangyu Pei has served as our Interim Chief Financial Officer since August 31, 202123, 2019. Prior to that, Ms. Pei has been the secretary of the Company since 2017. She has also served as the financial controller of the Company’s subsidiary, CBAK Power since 2017. She has been responsible for the auditing, accounting and semi-annually thereafter seeking stockholder approvalinvestor relationship of this proposalCBAK Power, as well as assisting in consolidation and financial reporting of the Company. Ms. Pei received a PhD in World Economics from Jilin University in China.

Director Qualifications: Having served at the Company since 2017, Ms. Pei brings to the Board of Directors substantial experience in various aspects of our business and industry and strong management skills.

Each director holds office until the stockholder approvalearlier of his or her death, resignation, removal from office by the stockholders, or his or her respective successor is obtained,duly elected and qualified. There are no arrangements or the Warrants expireunderstandings between any of our nominees or are exercised in fulldirectors and any other person pursuant to which any of our nominees or directors have been selected for their terms. As such, our failurerespective positions. No nominee or director is related to receive stockholder approval of this proposal will require us to incur the costs of holding oneany executive officer or more additional stockholder meetings until we receive such approval.any other nominee or director.

Required VoteNo director of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no family relationships among our directors or officers.

Approval of Proposal 1 requiresOther than as described above, no director has held any directorship during the affirmative vote of a majority ofpast five years with any other public company.

For information as to the shares of the Common Stock presentheld by each nominee, see “Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Ownership of Certain Beneficial Owners and Management.”

Involvement in personCertain Legal Proceedings

To the best of our knowledge, none of our directors or representedexecutive officers has been the subject of the follow events, during the past ten years:

Director Independence

Our Board of Directors has determined that each of our non-employee directors, Mr. Xue, Ms. Agee and Mr. He, is an “independent director” as defined by proxythe applicable rules of the SEC and entitled to vote that are actually votedNASDAQ. Each of our non-employee directors serves on the matterBoard’s committees, and therefore all of the members of our board committees are independent as defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. There were and are no transactions, relationships or arrangements not otherwise disclosed in this Proxy Statement that were considered by the Board of Directors under the applicable independence definitions in determining that each of these directors is independent.

Governance Structure

Currently, our Chief Executive Officer is also our Chairman. The Board of Directors believes that, at this time, having a combined Chief Executive Officer and Chairman is the appropriate leadership structure for the Company. In making this determination, the Board of Directors considered, among other matters, Mr. Yunfei Li’s experience and tenure of having been officers of the Company since 2003, and believed that Mr. Li is highly qualified to act as both Chairman and Chief Executive Officer due to his experience, knowledge, and personality. Among the benefits of a combined Chief Executive Officer/Chairman considered by the Board of Directors is that such structure promotes clearer leadership and direction for our Company and allows for a single, focused chain of command to execute our strategic initiatives and business plans.

The Board of Directors’ Role in Risk Oversight

The Board of Directors oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board of Directors seeks to understand and oversee critical business risks. The Board of Directors does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board of Directors. The Board of Directors and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board of Directors, Board Committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

The Board implements its risk oversight function both as a whole and through Committees. Much of the work is delegated to various Committees, which meet regularly and report back to the full Board. All Committees play significant roles in carrying out the risk oversight function. In particular:

Required Vote

To be elected, each nominee for director must receive at least a plurality of the votes cast at the Annual Meeting (assuming a quorum is present). with respect to that nominee’s election. Abstentions and broker non-votes are“non-votes” will not considered votesbe counted as a vote cast for the foregoing purpose, and will have no effect on the vote for this proposal.with respect to a nominee.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the approval,election of the nominees set forth in Proposal 1.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

Meetings and Committees

Our Board of Directors currently has three standing Committees which, pursuant to delegated authority, perform various duties on behalf of and report to the Board: (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee. Each of the three standing Committees is comprised entirely of independent directors as that term is defined under the NASDAQ listing standards applicable to each of these committees. From time to time, the Board may establish other committees.

During the fiscal year ended December 31, 2021, the Board held four (4) meetings and took action by unanimous written consent eight (8) times. Each of our directors serving on the Board during 2021 attended at least 75% of the meetings held by the Board and by the committees on which such director served during 2021. We do not have a policy requiring Board members to attend the annual meeting of our stockholders. Two members of the Board attended our 2021 annual meeting of stockholders.

Each committee acts pursuant to written charters approved by the Board. Each of the charters for our Audit, Compensation and Nominating and Corporate Governance Committees contains a definition for determining whether members of the respective Committee are independent for purposes of complying with Nasdaq Listing Rule 5635(d),that committee. Current copies of any future adjustmentsthese charters are posted on our Internet website at www.cbak.com.cn.

Audit Committee

Our Audit Committee consists of exercise pricesthree members: Martha C. Agee, J. Simon Xue and Jianjun He. Pursuant to the determination of our Board of Directors, Ms. Agee serves as the chair of the Warrants belowAudit Committee and as our Audit Committee financial expert as that term is defined by the applicable SEC rules. Each director who has served or is serving on our Audit Committee was or is “independent” as that term is defined under the NASDAQ listing rules for Audit Committee members at all times during their floor pricesservice on such Committee.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, oversees our accounting and financial reporting processes and the audits of the financial statements of our company. During the fiscal year ended December 31, 2021, the Audit Committee held one (1) meeting and took action by unanimous written consent three (3) times. The Audit Committee is responsible for, among other things:

Compensation Committee

Our Compensation Committee consists of three members: Martha C. Agee, J. Simon Xue and Jianjun He, with Mr. Xue serving as chair. Each director who has served or is serving on our Compensation Committee was or is “independent” as that term is defined under the NASDAQ listing rules at all times during their service on such Committee. The Compensation Committee hold one (1) meeting during the fiscal year ended December 31, 2021 and took action by unanimous written consent one (1) time during the fiscal year ended December 31, 2021.

The purpose of our Compensation Committee is to discharge the responsibilities of the Company’s Board of Directors relating to compensation of the Company’s executives, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, if required, and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans. Our chief executive officer may not be present at any Compensation Committee meeting during which his compensation is deliberated. The Compensation Committee is responsible for, among other things:

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of three members: Martha C. Agee, J. Simon Xue and Jianjun He, with Mr. He serving as chair. Each director who has served or is serving on our Nominating and Corporate Governance Committee was or is “independent” as that term is defined under the NASDAQ listing rules at all times during their service on such Committee. The Nominating and Corporate Governance Committee did not hold meetings during the fiscal year ended December 31, 2021 and took action by unanimous written consent one (1) time during the fiscal year ended December 31, 2021.

The purpose of the Nominating and Corporate Governance Committee is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its members. The Nominating and Corporate Governance Committee is responsible for, among other things:

Code of Business Ethics and Conduct

We have adopted a Code of Business Ethics and Conduct relating to the conduct of our business by our employees, officers and directors. We intend to maintain the highest standards of ethical business practices and compliance with all laws and regulations applicable to our business, including those relating to doing business outside the United States. A copy of the Code of Business Conduct and Ethics has been filed as Exhibit 14.1 to our Quarterly Report on Form 10-Q filed on August 22, 2006 and is hereby incorporated by reference into this proxy statement. The Code of Business Conduct and Ethics is also available on our website at www.cbak.com.cn. During the fiscal year ended December 31, 2021, there were no amendments to or waivers of our Code of Business Ethics and Conduct. If we effect an amendment to, or waiver from, a provision of our Code of Business Ethics and Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver on our Internet website at www.cbak.com.cn or via a current report on Form 8-K.

REPORT OF THE AUDIT COMMITTEE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

The Audit Committee of the Board is comprised of three non-employee Directors, each of whom has been determined by the Board to be “independent” meeting the independence requirements of the Listing Rules of NASDAQ and the SEC. The Board has determined, based upon an interview of Martha Agee and a review of Ms. Agee’s responses to a questionnaire designed to elicit information regarding her experience in accounting and financial matters, that Ms. Agee shall be designated as an “Audit Committee financial expert” within the meaning of SEC Regulation S-K, as Ms. Agee has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in her financial sophistication. The Audit Committee assists the Board’s oversight of the integrity of the Company’s financial reports, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accounting firm, the audit process, and internal controls. The Audit Committee operates pursuant to a written charter adopted by the Board. The Audit Committee is responsible for overseeing the corporate accounting and financing reporting practices, recommending the selection of the Company’s registered public accounting firm, reviewing the extent of non-audit services to be performed by the auditors, and reviewing the disclosures made in the Company’s periodic financial reports. The Audit Committee also reviews and recommends to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

Within this framework, the Audit Committee has reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended December 31, 2021. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, has discussed with the independent registered public accounting firm, Centurion ZD CPA & Co., the independence of that firm and has considered whether the provision of non-audit services was compatible with maintaining the independence of that firm.

Based on the review and discussions referred to above, the Audit Committee had recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

Summary of Employment Agreements

The base salary shown in the Summary Compensation Table is described in each named executive officer’s respective employment agreement. The material terms of those employment agreements are summarized below.

We entered into employment agreements with three-year initial terms with our named executive officers with standard employment agreements. We entered into the employment agreement with Mr. Yunfei Li on March 1, 2016. On August 23, 2019, the Board of Directors appointed Ms. Xiangyu Pei as the Interim Chief Financial Officer, and we entered into the employment agreement with Ms. Xiangyu Pei for a three-year term. Each of our standard employment agreements is automatically extended by a year at the expiration of the initial term and at the expiration of every one-year extension, until terminated in accordance with the termstermination provisions of the agreements, which are described below.

Our standard employment agreement permits us to terminate the executive’s employment for cause, at any time, without notice or remuneration, for certain acts of the executive, including but not limited to a conviction or plea of guilty to a felony, negligence or dishonesty to our detriment and failure to perform agreed duties after a reasonable opportunity to cure the failure. An executive may terminate his employment upon one month’s written notice if there is a material reduction in his authority, duties and responsibilities or if there is a material reduction in his annual salary before the next annual salary review. Furthermore, we may terminate the executive’s employment at any time without cause by giving one month’s advance written notice to the executive officer. If we terminate the executive’s employment without cause, the executive will be entitled to a termination payment of up to three months of his or her then base salary, depending on the length of such warrants.executive’s employment with us. Specifically, the executive will receive salary continuation for: (i) one month following a termination effective prior to the first anniversary of the effective date of the employment agreement; (ii) two months following a termination effective prior to the second anniversary of the effective date; and (iii) three months following a termination effective prior to or any time after the third anniversary of the effective date. The employment agreements provide that the executive will not participate in any severance plan, policy, or program of the Company.

Our standard employment agreement contains customary non-competition, confidentiality, and non-disclosure covenants. Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except as required in the performance of his duties in connection with the employment, any confidential information, technical data, trade secrets and know-how of our company or the confidential information of any third party, including our affiliated entities and our subsidiaries, received by us. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us. In addition, each executive officer has agreed to be bound by non-competition restrictions set forth in his or her employment agreement. Specifically, each executive officer has agreed not to, while employed by us and for a period of one year following the termination or expiration of the employment agreement,

Outstanding Equity Awards at Fiscal Year-End 2021

The following table sets forth the equity awards outstanding at December 31, 2021 for each of our named executive officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 

Compensation of Directors

On August 23, 2019, pursuant to the 2015 Plan, each of our independent directors was granted 20,000 restricted share units of the Company’s common stock. The share units vest semi-annually in 6 equal installments over a three year period with the first vesting on September 30, 2019.

The following table sets forth the total compensation earned by our non-employee directors during our fiscal year ended December 31, 2021:

We do not maintain a medical, dental or retirement benefits plan for the directors.

Except as otherwise disclosed herein, we have not compensated, and will not compensate, our non-independent directors, Mr. Yunfei Li and Ms. Xiangyu Pei, for serving as our directors, although they are entitled to reimbursements for reasonable expenses incurred in connection with attending our board meetings.

The directors may determine remuneration to be paid to the directors with interested members of the Board refraining from voting. The Compensation Committee will assist the directors in reviewing and approving the compensation structure for the directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under U.S. securities laws, directors, certain executive officers and persons beneficially owning more than 10% of our Common Stock must report their initial ownership of the Common Stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Based solely on our review of copies of such reports filed with the SEC and written representations of our directors and executive offers, we believe that all persons subject to reporting filed the required reports on time in fiscal year 2021.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Persons

There were no related party transactions during fiscal year 2021 in which we were a participant and the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest (other than compensation described under “Executive Compensation”).

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

PROPOSAL 2. – APPROVALRATIFICATION OF ONE OR MORE ADJOURNMENTSSELECTION OF THE SPECIAL MEETING,
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIESINDEPENDENT AUDITORS

Purpose of Adjournment Proposal

IfThe Audit Committee has selected Centurion ZD CPA & Co. to serve as the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 1, or if there are insufficient votes to constitute a quorum, our proxy holders may move to adjournCompany’s independent auditors for the Special Meeting at that time in order to enable the Board to solicit additional proxies.

In this proposal, wefiscal year ending December 31, 2022. We are asking our stockholders to authorizeratify our company’s selection of Centurion ZD CPA & Co. as our independent registered public accountants at the holder of any proxy solicitedAnnual Meeting. Although ratification is not required by our amended and restated bylaws or otherwise, the Board to vote in favor of adjourningDirectors is submitting the Special Meeting to another time and place, if necessary or appropriate (as determined in good faith by the Board), to solicit additional proxies in the event there are not sufficient votes to approve Proposal 1. If our stockholders approve this Proposal 2, we could adjourn the Special Meeting and any adjourned or postponed sessionselection of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal.

If it is necessary or appropriate (as determined in good faith by the Board) to adjourn the Special Meeting, no notice of the adjourned meeting is required to be givenCenturion ZD CPA & Co. to our stockholders other than an announcement at the Special Meetingfor ratification as a matter of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for thirty (30) days or less and no new record date is fixed for the adjourned meeting.good corporate governance practice. If the adjournmentselection is for more than thirty (30) days,not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

If the Special Meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke themdifferent registered public accounting firm at any time priorduring the year if it determines that such a change would be in the best interests of our company and our stockholders.

We expect representatives of Centurion ZD CPA & Co. to their use. If you signbe present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and return a proxywill be available to respond to appropriate questions from stockholders.

Independent Registered Public Accounting Firm’s Fees and Services

Audit Fees

Centurion ZD CPA & Co. has billed us $265,000 and $309,000 for the fiscal years ended December 31, 2021 and 2020, respectively, for professional services rendered for the audit of our annual financial statements, including reviews of the interim financial statements included in our quarterly reports on Form 10-Q and assistance with the Securities Act filings. 

Audit-Related Fees

The fees for the audit-related services billed and to be billed by Centurion ZD CPA & Co. for the year ended December 31, 2021 and 2020 amounted to $67,500 and $nil, respectively.

Tax Fees

We did not engage our principal accountants to provide tax compliance, tax advice or tax planning services during the last two fiscal years.

All Other Fees

We did not engage our principal accountants to render services to us during the last two fiscal years, other than as reported above.

Pre-Approval Policies and Procedures

All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent auditor must be approved by the Audit Committee in advance, except non-audit services (other than review and attestation services) if such services fall within exceptions established by the SEC. The Audit Committee will pre-approve any permissible non-audit services to be provided by the Company’s independent auditors on behalf of the Company that do not indicate how you wishfall within any exception to vote onthe pre-approval requirements established by the SEC. The Audit Committee may delegate to one or more members the authority to pre-approve permissible non-audit services, but any proposal,such delegate or if you indicate that you wishdelegates must present their pre-approval decisions to vote in favorthe Audit Committee at its next meeting. All of Proposal 1, but do not indicate a choice on this Proposal 2, your shares will be voted in favor of this proposal. But if you indicate that you wish to vote against Proposal 1, your shares will only be voted in favor of Proposal 2 if you indicate that you wish to vote in favor of this proposal.our accountants’ services described above were pre-approved by the Audit Committee or by one or more members under the delegate authority described above.

Required Vote Required

ApprovalRatification of Proposal 2Centurion ZD CPA & Co. as our Company’s independent registered public accountant for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast (meaning the number of shares of the Common Stock present in person or represented by proxy and entitled to vote that are actually voted on“for” this proposal must exceed the matter.number of shares of Common Stock voted “against” this proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on thethis proposal because an abstention does not count as a vote cast. There will be no broker “non-votes” for this proposal.proposal because brokers have discretion to vote the shares held for the beneficial owners.

Recommendation of the Board

The Board of Directors recommends a vote “FOR” approval of one or more adjournmentsratification of the Special Meeting, if necessary, to solicit additional proxies.

STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETINGselection of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

As previously stated in the Company’s proxy statement filed with SEC on October 29, 2020 for our annual meeting held on December 22, 2020, pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), a stockholder who intended to present a proposal at our next annual meeting of stockholders and who wished to include such proposal to be included in the proxy statement for that meeting was required to submit the proposal in writing no later than December 31, 2020, after which date such stockholder proposal will be considered untimely. The deadline to submit such proposal has passed and a stockholder may no longer submit a proposal under Rule 14a-8 for our 2021 annual meeting in the absence of further notice from the Company. If we change the date of the 2021 annual meeting by more than 30 days from the anniversary of the 2020 annual meeting, stockholder proposals must be received a reasonable time before we begin to print and send our proxy materials for the 2021 annual meeting in order to be considered for inclusion in our proxy statement.

OTHER MATTERS

Our Board of Directors is not aware of any business to come before the SpecialAnnual Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the SpecialAnnual Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.

STOCKHOLDER COMMUNICATIONS

The Company has a process for stockholders who wish to communicate with the Board of Directors. Stockholders who wish to communicate with the Board of Directors may write to it at the Company’s address given above. These communications will be reviewed by one or more employees of the Company designated by the Board of Directors, who will determine whether they should be presented to the Board of Directors. The purpose of this screening is to allow the Board of Directors to avoid having to consider irrelevant or inappropriate communications.

STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING

If you wish to have a proposal included in our proxy statement for next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act, your proposal must be received by the Secretary of the Company at BAK Industrial Park, Meigui Street, Huayuankou Economic Zone, Dalian City, 116450, China, no later than December 31, 2022. A proposal which is received after the applicable date or which otherwise fails to meet the requirements for stockholder proposals established by the SEC will not be included. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement.

ANNUAL REPORT ON FORM 10-K

We will furnish without charge to each person solicited by this Proxy Statement, on the written request of such person, a copy of our Annual Report on Form 10-K with any amendments, including the financial statements and financial statement schedules, as filed with the SEC for our most recent fiscal year. Such written requests should be directed to the Secretary of the Company, at our address listed on the top of page one of this Proxy Statement. A copy of our Annual Report on Form 10-K, with any amendments, is also made available on our website at www.cbak.com.cn after it is filed with the SEC.

CBAK ENERGY TECHNOLOGY, INC.

SPECIALANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 10, 2021DECEMBER 23, 2022

SpecialAnnual Meeting Proxy Card

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned stockholder of CBAK ENERGY TECHNOLOGY, INC., a Nevada corporation (the “Company”), acknowledges receipt of the Notice of SpecialAnnual Meeting of Stockholders and Proxy Statement, dated March 15, 2021,October 28, 2022, and hereby constitutes and appoints Mr. Yunfei Li, the Company’s Chairman, President and Chief Executive Officer, and Ms. Xiangyu Pei, the Company’s Interim Chief Financial Officer and a director, or either of them acting singly in the absence of the other, with full power of substitution in either of them, the proxies of the undersigned to vote with the same force and effect as the undersigned all shares of the Company’s Common Stock which the undersigned is entitled to vote at the SpecialAnnual Meeting of Stockholders to be held on May 10, 2021December 23, 2022 (the “Special“Annual Meeting”), and at any adjournment or adjournments thereof, hereby revoking any proxy or proxies heretofore given and ratifying and confirming all that said proxies may do or cause to be done by virtue thereof with respect to the following matters:

The undersigned hereby instructs said proxies or their substitutes:

The Board of Directors recommends that you vote FOR the following:

The Board of Directors recommends that you vote FOR the following:

The Board of Directors recommends that you vote FOR the following:

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the SpecialAnnual Meeting, and any adjournment or adjournments thereof.

IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES OF COMMON STOCK COVERED HEREBY WILL BE VOTED AS SPECIFIED HEREIN. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED “FOR” PROPOSALS 1THE ELECTION OF ALL NOMINATED DIRECTORS (PROPOSAL 1), AND 2“For” the ratification of the appointment of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2). IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.ANNUAL MEETING and any adjournment or adjournments thereof.

I (we) acknowledge receipt of the Notice of SpecialAnnual Meeting of Stockholders and the Proxy Statement dated March 15, 2021,October 28, 2022, and ratify all that the proxies, or either of them, or their substitutes may lawfully do or cause to be done by virtue hereof and revoke all former proxies.

If you are voting by mail, please sign, date and mail this proxy immediately in the enclosed envelope. You are also permitted and encouraged to vote online by following the instructions on the Notice of Internet Availability of Proxy Materials that was separately mailed to you.