Exhibit 10.1


 


CANCELLATION
AGREEMENT


 


THIS
CANCELLATION AGREEMENT (this “Agreement”), is entered into effective as of April 27, 2020, by and between
CBAK Energy Technology, Inc., a Nevada corporation (the “Company”) and each of the persons listed on the Schedule
of Creditors attached hereto as Exhibit A(individually, a “Creditor” and collectively, the “Creditors”).


 


RECITALS


 


WHEREAS,
from time to time, the Creditors have provided financing to the Company or its subsidiaries, and, as of the date hereof, each
of the Creditors holds outstanding debt in the Company, including both principals and accrued interests, as is set forth opposite
such Creditor’s name on the Schedule of Creditors (collectively, the “Debts”);


 


WHEREAS,
the Company desires to reduce its debt load in order to improve its balance sheet and to enhance its ability to secure additional
financing; and


 


WHEREAS,
each of the Creditors agrees to cancel all of its respective amount of the Debts in exchange for certain amount of shares of common
stock of the Company, calculated at the price of $0.48 per share (the “Exchange Price”), on the terms set forth
herein, and the Company is willing and able to issue shares of common stock to the Creditors on the terms described herein.


 


NOW
THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, and agreements set forth herein,
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto hereby covenant and agree as follows:


 


1. Cancellation
of the Debts; Issuance of the Shares. At the Closing (as defined in Section 2 hereof) and subject to the terms and
conditions of this Agreement, all of the Debts shall be cancelled and the Company shall issue an aggregate of 8,928,193 shares
of common stock, par value $0.001 per share (the “Shares”), calculated at the Exchange Price, to the Creditors
as is set forth opposite such Creditor’s name on the Schedule of Creditors.


 


2. Closing;
Delivery of Shares.


 


(a).
The closing of the cancellation of Debts and the issuance of the Shares shall occur as soon as practicable after the execution
of this Agreement, but in no event later than thirty (30) calendar days from the execution of this Agreement (the “Outside
Date”), at the offices of the Company, or such other place, date and time as set forth in this Agreement or as the parties
hereto may otherwise agree (the “Closing”).


 


(b).At
the Closing, the Company shall use its best efforts to cause the Company’s transfer agent to deliver to each of the Creditors,
by courier or FedEx, stock certificate, or certificates, registered in the name of such Creditor and representing the amount of
Shares as is set forth opposite such Creditor’s name on the Schedule of Creditors.


 






     


     


    

 


3. Representations
and Warranties of Creditor. Each Creditor, severally and not jointly, represents and warrants to the Company with respect
to only itself that, as of the date hereof and as of the date of Closing:


 


(a). Qualification,
Authorization and Enforcement. This Agreement has been duly executed by such Creditor, and when delivered by such
Creditor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Creditor,
enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of,
creditors’ rights and remedies or by other equitable principles of general application.


 


(b). No
Conflict. The execution, delivery, and performance of this Agreement do not and will not: (i) conflict with or violate
any law or governmental order applicable to the Creditor; or (ii) conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time or both would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or
result in the creation of any encumbrance on any of the assets or properties of the Creditor pursuant to, any contract to
which the Creditor is a party or by which any of such assets or properties is bound or affected.


 


(c). Governmental
Consents and Approvals. The execution, delivery, and performance of this Agreement by the Creditor do not and will not
require any consent, approval, authorization, or other order of, action by, filing with, or notification to, any governmental
authority.


 


(d). Purchase
Entirely for Own Account. Creditor is acquiring the Shares for Creditor’s own account for investment purposes only,
not as nominee or agent, and not with a view to, or for sale in connection with, a distribution of the Shares within the
meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Creditor has no present
intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act
without prejudice; however, Creditor has a right at all times to sell or otherwise dispose of all or any part of such Shares
in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or
warranty by Creditor to hold Shares for any period of time.


 


(e). Investor
Status. Creditor is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or an entity engaged in a business that would require it to be so registered. Creditor has
such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in
the Shares. Creditor acknowledges that an investment in the Shares is speculative and involves a high degree of risk. If such
Creditor is a U.S. Person (as such term is defined in Rule 902(k) of Regulation S), at the time such Creditor was offered the
Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the
Securities Act, and such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this
Agreement.


 






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(f). Regulation
S. If such Creditor is not a U.S. Person, such Creditor (i) acknowledges that the certificate(s) representing or
evidencing the Shares contain a customary restrictive legend restricting the offer, sale or transfer of any Shares except in
accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration, (ii) agrees that all offers and sales by such Creditor of Shares shall be made
pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or a transaction
not subject to the registration requirements of, the Securities Act, (iii) represents that the offer to purchase the Shares
was made to such Creditor outside of the United States, and such Creditor was, at the time of the offer and will be, at the
time of the sale and is now, outside the United States, (iv) has not engaged in or directed any unsolicited offers to
purchase Shares in the United States, (v) is neither a U.S. Person nor a Distributor (as such terms are defined in Rule
902(k) and 902(d), respectively, of Regulation S), (vi) has purchased the Shares for its own account and not for the account
or benefit of any U.S. Person, (vii) is the sole beneficial owner of the Shares specified on signature pages hereto opposite
its name and has not pre-arranged any sale with an investor in the United States, and (ix) is familiar with and understands
the terms and conditions and requirements contained in Regulation S, specifically, without limitation, each Creditor
understands that the statutory basis for the exemption claimed for the sale of the Shares would not be present if the sale,
although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the
Securities Act. Such Creditor has completed and executed the Creditor Questionnaire attached as Exhibit B to this
Agreement.


 


(g). Access
to Information. Creditor has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to
receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the
merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense
that is necessary to make an informed investment decision with respect to the investment.


 


(h). Independent
Investment Decision. Creditor has independently evaluated the merits of its decision to purchase the Shares pursuant to
the this Agreement, and such Creditor confirms that it has not relied on the advice of any other Creditor’s business
and/or legal counsel in making such decision. Creditor understands that nothing in the Agreement or any other materials
presented to Creditor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice.
Creditor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the Shares.


 


(i). Restricted
Securities. Creditor understands and acknowledges that:


 


i. the
Shares are characterized as “restricted securities” under the U.S. federal securities laws and will bear a customary
restrictive legend inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in
certain limited circumstances;


 






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ii. the
Shares have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance
upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and the Company is
relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, covenants, agreements,
acknowledgments and understandings of Creditor contained in this Agreement in order to determine the availability of such exemptions
and the eligibility of Creditor to acquire the Shares; and


 


iii. the
Shares must be held indefinitely unless such Shares are registered under the Securities Act or applicable state securities laws,
or an exemption from registration is available.


 


(j). No
Registration Rights. Creditor further understands that there are no registration rights associated with the Shares being
acquired pursuant to this Agreement.


 


4. Representations
and Warranties of the Company. The Company hereby represents and warrants to each of the Creditors that, as of the date hereof
and as of the date of Closing:


 


(a). Qualification,
Authorization and Enforcement. The Company is duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its
obligations there under. The execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and
no further action is required by the Company in connection therewith. This Agreement has been duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


(b). No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the
Company’s articles of incorporation, bylaws or other organizational or charter documents as in effect on the date
hereof, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise)
or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected,
or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses
(ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a material
adverse effect.


 






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(c). Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any United States or People’s Republic of China court or other
federal, state, local or other governmental authority or other person in connection with the execution, delivery and
performance by the Company of this Agreement, other than (i) filings if required by state securities laws, (ii) if required,
the filing with NASDAQ of an applicable additional shares listing application or notification relating to the Shares issuable
hereunder, (iii) if required, the filing of a Notice of Sale of Securities on Form D with the Securities and Exchange
Commission under Regulation D of the Securities Act, (iv) the filings required in accordance with the Exchange Act and (v)
those that have been made or obtained prior to the date of this Agreement.


 


(d). Issuance
of Shares. The Shares are duly authorized and, when issued and paid for in accordance with the terms and conditions of
this Agreement, will be validly issued, fully paid and non assessable, free and clear of all liens imposed by the Company.
There are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options
exercisable with respect to, the Shares. The Shares are not the subject of any present or, to the Company’s knowledge,
threatened suit, action, arbitration, administrative or other proceeding, and the Company knows of no reasonable grounds for
the institution of any such proceedings.


 


5. Amounts
Repaid in Full. For and in consideration of the issuance of the Shares to the Creditors, the Debts shall be deemed to be repaid
in full, and the Company shall have no further obligations in connection with the Debts.


 


6. Release
by the Creditors. Upon receipt of the Shares, each Creditor releases and discharges the Company, the Company’s subsidiaries,
Company’s and each of its subsidiaries’ officers, directors, principals, control persons, past and present employees,
insurers, successors, and assigns (“Company Parties”) from all actions, cause of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against
Company Parties such Creditor ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause
or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this release relating
to the Debts. Each of the Creditors represents and warrants that no other person or entity has any interest in the matters released
herein, and that it has not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion
of the matters released herein.


 






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7. Fees,
Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery
of any Shares to the Creditors.


 


8. General
Provisions.


 


(a). Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of
New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of
Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction
contemplated hereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b). Termination.
This Agreement may be terminated prior to Closing:


 


i. by
written agreement of the Creditors and the Company; or


 


ii. by
either the Company or an Creditor (as to itself but no other Creditor) upon written notice to the other, if the Closing shall
not have taken place by 6:30 p.m. Eastern time on the Outside Date; provided, that the right to terminate this Agreement
under this Section 8(b) shall not be available to any person whose failure to comply with its obligations under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or before such time.


 


Upon
a termination in accordance with this Section 8(b), the Company and terminating Creditor(s) shall not have any further obligation
or liability (including as arising from such termination) to the other and no Creditor will have any liability to any other Creditor
under this Agreement as a result here from and there from.


 


(c). Notices.
All notices or other communications required or permitted by this Agreement shall be writing and shall be deemed to have been
duly received:


 


i. if
given by facsimile or electronic version, when transmitted and the appropriate telephonic or electronic confirmation received
if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following
transmission;


 






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ii. if
given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in
the U.S. mails; and


 


iii. if
given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein,
or to such other addresses as may be specified by any such party to the other party pursuant to notice given by such party in
accordance with the provisions of this Section.


 


(d). Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other
actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of
the agreements herein contained.


 


(e). Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.


 


(f). No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other
person, except as otherwise set forth in Section 6.


 


(g). Modification
and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company
and the Creditor(s) holding a majority of the Shares. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such right.


 


(h). Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties
will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing,
shall incorporate such substitute provision in this Agreement.


 


(i). Entire
Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


(j). Headings.
The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or
in any way affect the interpretation of any provision of this Agreement.


 


(k). Survival.
The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the
Shares, until the second anniversary of the date hereof.


 


(l). Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. A facsimile or PDF copy of this Agreement shall be deemed an
original.


 


[Signature
Page Follows]





 






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IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement
as of the date first above written.


 


	 	


 COMPANY:
	 	 	 
	 	CBAK ENERGY TECHNOLOGY, INC.



	 	 	 
	 	By:	/s/ Xiangyu Pei
	 	 	Name: Xiangyu Pei
	 	 	Title: Interim Chief Financial Officer




  


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR CREDITORS FOLLOWS]


 






     


     


    

 





IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement
as of the date first above written.


 





	 	CREDITORS
	 	 
	 	/s/ Yunfei Li
	 	Name: Yunfei Li




 





	 	Asia EVK New Energy Auto Limited



	 	 	 
	 	By:	/s/ Mu Li
	 	 	Name: Mu Li
	 	 	Title: Director




 





	 	 	/s/ Ping Shen
	 	 	Name: Ping Shen




 









     


     


    

 


Exhibit
A


Schedule
of Creditors


 


	Name	 	Debt  Amount ($)	 	 	Number of Shares	 
	YUNFEI LI	 		990,057.00	 	 		2,062,619	 
	ASIA EVK NEW ENERGY AUTO LIMITED	 	 	1,032,488.01	 	 	 	2,151,017	 
	PING SHEN	 	 	2,262,987.43	 	 	 	4,714,557	 
	Total	 	 	4,285,532.44	 	 	 	8,928,193	 







 






     


     


    

 


EXHIBIT
B


Regulation
S Representation Letter


 


Date:
April 27, 2020


 


Re:
Company Name: CBAK Energy Technology, Inc. (the “Company”)


 


Ladies
and Gentlemen:


 


Pursuant
to certain Cancellation Agreement between the undersigned and the Company, dated as of April 27, 2020, the undersigned hereby
represents, warrants and covenants to the Company as follows:


 


		1.	The
                                         undersigned is not a “U.S. Person,” as such term is defined in Regulation
                                         S (“Regulation S”) promulgated under the Securities Act of 1933, as
                                         amended (the “Securities Act”).



 


		2.	No
                                         offer or sale of the shares of common stock of the Company (the “Shares”)
                                         was made to the undersigned in the United States.



 


		3.	The
                                         undersigned is not acquiring the Shares for the account or on behalf of any U.S. Person.



 


		4.	The
                                         undersigned has not made any prearrangement to transfer the Shares to a U.S. Person or
                                         to return the Shares to the United States securities markets (which includes short sales
                                         in the United States within the applicable “distribution compliance period,”
                                         as defined in Regulation S (hereinafter referred to as the “restricted period”)
                                         to be covered by delivery of the Company’s Shares) and is not acquiring the Shares
                                         as part of any plan or scheme to evade the registration requirements of the Securities
                                         Act.



 


		5.	All
                                         offers and sales of the Shares by the undersigned in the United States or to U.S. Persons
                                         or otherwise whether prior to the expiration or after the expiration of the applicable
                                         restricted period shall be made only pursuant to a registration of the Shares under the
                                         Securities Act or an exemption from registration, and in compliance with Regulation S.



 


		6.	The
                                         undersigned is not a “distributor,” as defined in Regulation S. However,
                                         if the undersigned should be deemed to be a distributor prior to reselling the Shares
                                         to a non-U.S. Person during the restricted period, the undersigned will send a notice
                                         to each new purchaser of Shares that such new purchaser is subject to the restrictions
                                         of Regulation S during the restricted period.



 


		7.	The
                                         undersigned is not an “underwriter” or “dealer” (as such terms
                                         are defined in the Securities Act), and the acquisition of the Shares by the undersigned
                                         is not a transaction (or part of a series of transactions) that is part of any plan or
                                         scheme to evade the registration provisions of the Securities Act.



 


		8.	The
                                         undersigned does not have a short position in any securities of the Company and will
                                         not have a short position in such securities at any time prior to the expiration of the
                                         restricted period.



 


		9.	If
                                         at any time after the expiration of the restricted period, the undersigned wishes to
                                         transfer or attempts to transfer the Shares to a U.S. Person, the undersigned agrees
                                         to notify the Company if at such time it is an “affiliate” of the Company
                                         or is then acting as an “underwriter,” “dealer,” or “distributor”
                                         as to such securities (as such terms are defined in the Securities Act or the regulations
                                         promulgated thereunder, including but not limited to, Regulation S), or if such transfer
                                         is being made as part of a plan or scheme to evade the registration provisions of the
                                         Securities Act.



 


		10.	The
                                         undersigned acknowledges that the undersigned may only be able to resell the Shares pursuant
                                         to the provisions of Regulation S and otherwise pursuant to the Securities Act, and that
                                         it may not be possible for the undersigned to liquidate its investment in the Shares.
                                         The undersigned is prepared, therefore, to hold its, his or her Shares in the Company
                                         indefinitely.













     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Regulation S Representation Letter as of the date first set forth above.


 





	 	
        CREDITORS

        

	 	 
	 	/s/ Ping Shen
	 	
        Name: Ping Shen

        

	 	Number of Shares: 4,714,557




 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Regulation S Representation Letter as of the date first set forth above.


 





	 	
        CREDITORS

        

	 	 
	 	/s/ Yunfei Li
	 	
        Name: Yunfei Li

        

	 	Number of Shares: 2,062,619










 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Regulation S Representation Letter as of the date first set forth above.


  


	 	CREDITORS
	 	 	 
	 	Asia EVK New Energy Auto Limited
	 	 	 
	 	By:	/s/
    Mu Li
	 	 	Name:
                                         Mu Li




	 	 	Title:
                                         Director





	 	 	Number
    of Shares: 2,151,017