Material Agreement (Form 8-K)

1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement and Plan of Merger

On September 23, 2025, CBAK Energy Technology, Inc., a Nevada corporation (the "Company") and CBAK Energy Technology Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company ("CBAT Cayman") entered into an agreement and plan of merger (the "Merger Agreement") related to a proposed merger transaction. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into CBAT Cayman, with CBAT Cayman continuing as the surviving company resulting from the merger (the "Redomicile Merger"). Following the Redomicile Merger, CBAT Cayman, together with its subsidiaries, will own and continue to conduct the Company's business in substantially the same manner as is currently being conducted by the Company and its subsidiaries.

Subject to the terms and conditions of the Merger Agreement, upon completion of the Redomicile Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Redomicile Merger (the "Effective Time") will be converted into the right to receive one ordinary share of CBAT Cayman.

The consolidated assets and liabilities of CBAT Cayman will be the same as those of the Company immediately prior to the Redomicile Merger.

Additionally, at the Effective Time, all existing equity compensation plans of the Company, as may be amended, will be adopted and assumed by CBAT Cayman. Each outstanding restricted share unit and other equity award issued under our equity compensation plans for the purchase or receipt of, or payment based on, each share of the Company's common stock will represent the right to purchase or receive, or receive payment based on, one ordinary share in the share capital of CBAT Cayman on substantially the same terms. At the Effective Time, CBAT Cayman also will adopt and assume the obligations of the Company under or with respect to certain contracts or agreements as described in the Merger Agreement. The contracts and agreements will become the obligations of CBAT Cayman and will be performed in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated.

The Merger Agreement contains customary closing conditions, including, among others, approval of the Redomicile Merger by the Company's stockholders, the effectiveness of the registration statement on Form F-4 filed by CBAT Cayman related to the Redomicile Merger and receipt of required regulatory approvals.

The consent of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote is required to approve and adopt the Merger Agreement. The Board of Directors of the Company believes that the Redomicile Merger, to be effected by the Merger Agreement, is advisable and in the best interests of the Company and its stockholders.

Pursuant to the Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the Merger Agreement, and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption of the Merger Agreement by the Company's stockholders.

Immediately prior to the Effective Time, the directors and officers of the Company at such time will be elected or appointed as the directors and officers of CBAT Cayman (to the extent the directors and officers of CBAT Cayman and the Company are not already identical), each such person to have the same office(s) with CBAT Cayman (and the same class designations and committee memberships in the case of directors) as he or she held with the Company, with the directors to serve until the earlier of the next meeting of CBAT Cayman, until their successors are elected or appointed (or their earlier death, disability or retirement).