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SEC Company Response from CBAK Energy Technology, Inc. (CBAT) (CIK 0001117171) (CBAT) — Jun 22, 2005

CBAK Energy Technology, Inc. (CBAT) (CIK 0001117171)
Date: June 22, 2005 · CIK: 0001117171 · Accession: 0001010549-05-000457

AI Filing Summary & Sentiment

File numbers found in text: 333-122209

Referenced dates: February 11, 2005

Date
June 22, 2005
Author
Not clearly detected
Form
CORRESP
Company
CBAK Energy Technology, Inc. (CBAT) (CIK 0001117171)

Letter

VIA FACSIMILE AND FEDERAL EXPRESS June 22, 2005 Mr. Edward M. Kelly Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Mail Stop 0510 Rm. 5215

Re: China BAK Battery, Inc. f/k/a Medina Coffee, Inc. Amendment No. 1 to Form SB-2 filed January 21, 2005 (the "Amended SB-2") File No. 333-122209

Dear Mr. Kelly:

On behalf of China BAK Battery, Inc. (the "Company"), this letter is in response to the comments contained in the Staff's letter (the "Comment Letter") dated February 11, 2005, regarding the Amended SB-2.

The following responses indicate, where applicable, the additions or revisions that have been included in the Amended SB-2 and other Company filings in response to the Staff's comments. The responses are numbered to correspond to the numbers assigned in the Comment Letter. Capitalized terms used in this response letter but not defined herein have the meanings assigned to such terms in the Amended SB-2, and page references below are to pages in the Amended SB-2. Three marked copies of the Amended SB-2 (reflecting changes from the filing made on January 21, 2005) are enclosed herewith.

SB-2 ----

1. The Staff is supplementally advised that the Company acknowledges that the comments contained in the Comment Letter are comments that are applicable to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and subsequent Exchange Act filings.

<PAGE>

Edward M. Kelly June 22, 2005 Page 2

Registration Statement's Cover Page

2. The Staff is supplementally advised that a box has been added to the cover page of the Amended SB-2 to evidence that the Company is relying on Rule 415 of Regulation C under the Securities Act.

Special Note Regarding Forward-Looking Statements, page 2

3. The Staff is supplementally advised that the "Special Note Regarding Forward-Looking Statements" disclosure has been moved to p. 12 of the Amended SB-2 following the "Risk Factors" section.

Risk Factors, page 7

4. The Staff is supplementally advised that each of the identified risk factors has been updated to include information necessary to assess the risk, including its magnitude.

5. The Staff is supplementally advised that the risk factors have been updated to avoid generic conclusions in the risk factors' headings and in the risk factors' discussions.

6. The Staff is supplementally advised that the risk factors including language like "We cannot assure," "There can be no assurance," "We cannot guarantee," and "There is no assurance" have been revised to reflect the fact that the risk is the situation described and not the Company's inability to assure or guarantee.

7. The Staff is supplementally advised that the subject risk factor has been updated to reflect the fact that there is no established trading market for the Company's common stock and that the Company's common stock may never be included for trading on any stock exchange or through any other quotation system (including, without limitation, the NASDAQ Stock Market).

8. The Company has considered the Staff's comment and hereby supplementally advises the Staff that, after a review of its Amended and Restated Bylaws, additional risk factor disclosure has been added beginning on p. 11 of the Amended SB-2.

Market for Common Equity, Related Stockholder Matters and Dividend Policy, page

9. The Staff is supplementally advised that the section entitled "Market for Common Equity, Related Stockholder Matters and Dividend Policy", as found on p. 12 of the Amended SB-2, has been revised to clarify that the range of closing high and low bid prices of the Company's common stock reflects interdealer prices without retail markup, markdown, or commission and may not represent actual transactions.

10. The Staff is supplementally advised that the columns under the tables set forth under the heading "Market for Common Equity, Related Stockholder Matters and Dividend Policy" on p. 12 of the Amended SB-2 have been revised to properly reflect the referenced high and low bid prices of the Company's common stock for the noted periods.

<PAGE>

Edward M. Kelly June 22, 2005 Page 3

Management's Discussion and Analysis of Plan of Operations, page 17

11. The Staff is supplementally advised that p. 24 of the Amended SB-2 has been revised to disclose the financial ratio test that is now a part of the Comprehensive Credit Facility with Agricultural Bank of China. Other than that credit facility, none of the Company's credit facilities or other financial instruments require it or its operating subsidiaries to satisfy specified financial ratios and tests.

Liquidity and Capital Resources, page 23

12. The Staff is supplementally advised that the "Management's Discussion and Analysis of Plan of Operation - Liquidity and Capital Resources" section of the Amended SB-2 has been revised on pp. 23 and 24 to make the requested distinction.

13. The Staff is supplementally advised that disclosure has been added to the "Management's Discussion and Analysis of Plan of Operation - Liquidity and Capital Resources" section on p. 23 of the Amended SB-2 discussing the potential impact of rising raw material prices on the Company's operations and liquidity.

14. The Staff is supplementally advised that additional disclosure regarding the Company's new production facility can be found on p. 23 of the Amended SB-2 under the section entitled "Management's Discussion and Analysis of Plan of Operation - Liquidity and Capital Resources."

15. The Staff is supplementally advised that additional disclosure regarding the time frame within which the Company expects to receive feedback from its potential OEM partners and the potential impact such OEM relationships will have on its operations has been included on p. 25 of the Amended SB-2 under the section entitled "Management's Discussion and Analysis of Plan of Operation - Liquidity and Capital Resources."

16. The Staff is supplementally advised that disclosure has been added on p. 25 of the Amended SB-2 under "Management's Discussion and Analysis" discussing the Company's critical accounting policies and management's methodology in making the estimates and the trends that could have an impact on those estimates.

17. The Staff is supplementally advised that the loan from Changzhou Lihai Investment Consulting Co., Ltd. was made to Shenzhen BAK Battery Co., Ltd. ("BAK Battery") for the purpose of satisfying a debt obligation to an unaffiliated party. Management believes that even though the referenced loan was not in compliance with applicable PRC law, the risk to the Company is nominal as the US $1,812,316 loan has been paid in full.

Business

Our Business Strategy, page 26

18. The Staff is supplementally advised that disclosure regarding the preparations the Company has made and what additional preparations are required in connection with its OEM certification has been added on p. 28 of the Amended SB-2 under the heading "Business - Our Business Strategy." In addition, the Staff is supplementally advised that disclosure regarding when the Company believes it will earn income from its OEM business can also be found on p. 28 of the Amended SB-2.

<PAGE>

Edward M. Kelly June 22, 2005 Page 4

19. The Staff is supplementally advised that the Amended SB-2 has been revised on p. 28 and elsewhere to clarify that, although not yet in production, a prototype for a lithium polymer battery cell is in existence. The Company is still coordinating manufacturing and distribution capability for the prototype and as such is unable to state with certainty when this product will be offered to the marketplace. The Company is currently producing for sale high power lithium ion batteries.

Directors and Executive Officers, page 32

20. The Staff is supplementally advised that Dr. Mao's biographical data on p. 33 of the Amended SB-2 has been revised to identify that Dr. Mao received his doctorate from Memorial University of Newfoundland, Canada.

21. The Staff is supplementally advised that disclosure regarding when the Company intends to expand its board of directors has been added on p. 33 of the Amended SB-2.

Principal Stockholders, page 34

22. The Staff is supplementally advised that the requested clarification has been added in footnote (4) to the Principal Stockholders table on p. 36 of the Amended SB-2.

Certain Relationships and Related Party Transactions, page 35

23. The Staff is supplementally advised that all references to an independent appraisal firm have been deleted in the Amended SB-2.

24. The Staff is supplementally advised that disclosure has been added on p. 37 of the Amended SB-2 to indicate the Company's belief that its agreement with HFG International, Ltd. was on terms at least as favorable as those that BAK Battery would have expected to negotiate with an unaffiliated party providing similar services. A copy of the agreement with HFG International, Ltd. has been filed as Exhibit 10.20 to the Amended SB-2.

Selling Stockholders, page 36

25. The Staff is supplementally advised that the requested disclosure is set forth in the initial paragraph under the section entitled "Selling Stockholders" commencing on p. 38 of the Amended SB-2 and the footnotes to the selling stockholders table found therein.

26. The Staff is supplementally advised that the requested disclosure is set forth in the footnotes to the selling stockholders table found under the section entitled "Selling Stockholders" commencing on p. 38 of the Amended SB-2.

<PAGE>

Edward M. Kelly June 22, 2005 Page 5

27. The Staff is supplementally advised that, to the extent the requested information is applicable, disclosure is set forth in the footnotes to the selling stockholders table found under the section entitled "Selling Stockholders" commencing on p. 38 of the Amended SB-2.

28. The Staff is supplementally advised that, to the extent the requested information is applicable, disclosure is set forth in the footnotes to the selling stockholders table found under the section entitled "Selling Stockholders" commencing on p. 38 of the Amended SB-2.

29. The Staff is supplementally advised that none of the selling stockholders are broker/dealers. However, certain of the footnoted selling stockholders are affiliates of broker/dealers, and those selling stockholders have been identified as such in the notes to the selling stockholders table commencing on p. 38.

30. The Staff is supplementally advised that as none of the selling stockholders are broker/ dealers the requested disclosure is not applicable.

31. The Staff is supplementally advised that for those broker/dealer affiliates identified in the Amended SB-2, disclosure has been added in the notes to the selling stockholders table commencing on p. 38 to reflect that said parties purchased the securities listed in the selling stockholders table in the ordinary course of business and that they had no arrangements or understandings, directly or indirectly, with any person to distribute the securities at the time of their purchase.

32. The Staff is supplementally advised that the requested disclosure has been made on p. 38 of the Amended SB-2.

Legal Matters, page 40

33. The Staff is supplementally advised that the address for Jackson Walker L.L.P. has been provided under "Legal Matters" on p. 44 of the Amended SB-2 as requested.

Report of Independent Registered Public Accounting Firm, page F-1

34. The Staff is supplementally advised that the issues raised in this comment were addressed through direct correspondence between the Staff and the Company's independent audit firm. Please advise if the Staff requires additional information regarding the issues set forth in the comment.

Financial Statements

35. The Staff is supplementally advised that the shareholders of BAK International, Ltd. ("BAK International") just before the transaction with BAK Battery were: Xiangqian Li (21,233,437 / $7,820,000), Jinghui Wang (3,600,035 / $1,322,500), Fenghua Li (2,498,051 / $908,500), Yunfei Li (1,405,154 / $517,500), Xuechun Zhang (379,673 / $138,000),

<PAGE>

Edward M. Kelly June 22, 2005 Page 6

Jimin Li (343,482 / $126,500), Yongbin Han (312,256 / $115,000), Shumin Li (312,256 / $115,000), Huanyu Mao (249,805 / $80,500), Xiaohui Wang (224,825 / $80,500), Shuquan Zhang (132,709 / $46,000), Yanlong Zou (124,903 / $46,000), Jianjun Huang (124,903 / $46,000), Baicheng Zhou (124,903 / $46,000), Yuxin Zhang (74,942 / $34,500), Feng Li (67,135 / $23,000), Ge Shao (9,368 / $3,450) and Yunqing Lin (7,806 / $2,300). Each of the forgoing were shareholders of BAK Battery, with Xiangqian Li, Yongbin Han and Huanyu Mao serving as executive officers of BAK Battery. Following each listed person are the number of shares of BAK International they held immediately prior to the transaction with BAK Battery and the approximate consideration paid for such shares. BAK International was created as a holding company and as such the minimum capitalization required by Hong Kong law was in place immediately prior to the transaction. The shareholders of BAK Battery received an aggregate of 31,225,642 shares of BAK International by investing U.S. $11.5 million based on their pro rata ownership of BAK Battery. The Staff is supplementally advised that attached hereto as Appendix "A" the Company has provided the summarized balance sheet of BAK International just before the transaction with BAK Battery. Each of the original BAK International shareholders contributed cash for their ownership interest in said company, which cash was then used to acquire the share capital of BAK Battery in accordance with applicable PRC law.

The Staff is supplementally advised that th

Show Raw Text
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<TYPE>CORRESP
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<TEXT>

George L. Diamond
(214) 953-6119
gdiamond@jw.com

VIA FACSIMILE AND FEDERAL EXPRESS

June 22, 2005

Mr. Edward M. Kelly
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 0510 Rm. 5215

Re:     China BAK Battery, Inc.
        f/k/a Medina Coffee, Inc.
        Amendment No. 1 to Form SB-2 filed January 21, 2005 (the "Amended SB-2")
        File No. 333-122209

Dear Mr. Kelly:

On behalf of China BAK Battery, Inc. (the "Company"), this letter is in response
to the comments  contained in the Staff's  letter (the "Comment  Letter")  dated
February 11, 2005, regarding the Amended SB-2.

The following responses indicate,  where applicable,  the additions or revisions
that  have been  included  in the  Amended  SB-2 and other  Company  filings  in
response to the Staff's  comments.  The  responses are numbered to correspond to
the  numbers  assigned  in the Comment  Letter.  Capitalized  terms used in this
response letter but not defined herein have the meanings  assigned to such terms
in the Amended SB-2, and page references below are to pages in the Amended SB-2.
Three marked copies of the Amended SB-2 (reflecting changes from the filing made
on January 21, 2005) are enclosed herewith.

                                      SB-2
                                      ----

1.       The Staff is supplementally  advised that the Company acknowledges that
         the  comments  contained in the Comment  Letter are  comments  that are
         applicable  to its Annual  Report on Form  10-KSB  for the fiscal  year
         ended December 31, 2003 and subsequent Exchange Act filings.

<PAGE>

Edward M. Kelly
June 22, 2005
Page 2

Registration Statement's Cover Page

2.       The Staff is  supplementally  advised  that a box has been added to the
         cover page of the Amended SB-2 to evidence  that the Company is relying
         on Rule 415 of Regulation C under the Securities Act.

Special Note Regarding Forward-Looking Statements, page 2

3.       The Staff is  supplementally  advised that the "Special Note  Regarding
         Forward-Looking  Statements"  disclosure has been moved to p. 12 of the
         Amended SB-2 following the "Risk Factors" section.

Risk Factors, page 7

4.       The Staff is  supplementally  advised that each of the identified  risk
         factors has been updated to include information necessary to assess the
         risk, including its magnitude.

5.       The Staff is  supplementally  advised  that the risk  factors have been
         updated to avoid generic  conclusions in the risk factors' headings and
         in the risk factors' discussions.

6.       The Staff is  supplementally  advised that the risk  factors  including
         language  like "We cannot  assure,"  "There can be no  assurance,"  "We
         cannot  guarantee,"  and "There is no  assurance"  have been revised to
         reflect the fact that the risk is the  situation  described and not the
         Company's inability to assure or guarantee.

7.       The Staff is  supplementally  advised  that the subject risk factor has
         been updated to reflect the fact that there is no  established  trading
         market for the  Company's  common stock and that the  Company's  common
         stock may never be  included  for  trading  on any  stock  exchange  or
         through any other quotation system (including,  without limitation, the
         NASDAQ Stock Market).

8.       The   Company   has   considered   the   Staff's   comment  and  hereby
         supplementally  advises the Staff  that,  after a review of its Amended
         and Restated Bylaws,  additional risk factor  disclosure has been added
         beginning on p. 11 of the Amended SB-2.

Market for Common Equity,  Related Stockholder Matters and Dividend Policy, page
16

9.       The Staff is  supplementally  advised that the section entitled "Market
         for Common Equity, Related Stockholder Matters and Dividend Policy", as
         found on p. 12 of the Amended  SB-2,  has been  revised to clarify that
         the range of closing  high and low bid prices of the  Company's  common
         stock reflects interdealer prices without retail markup,  markdown,  or
         commission and may not represent actual transactions.

10.      The Staff is  supplementally  advised that the columns under the tables
         set  forth  under  the  heading  "Market  for  Common  Equity,  Related
         Stockholder  Matters and Dividend  Policy" on p. 12 of the Amended SB-2
         have been revised to properly  reflect the referenced  high and low bid
         prices of the Company's common stock for the noted periods.

<PAGE>

Edward M. Kelly
June 22, 2005
Page 3

Management's Discussion and Analysis of Plan of Operations, page 17

11.      The Staff is supplementally  advised that p. 24 of the Amended SB-2 has
         been revised to disclose the financial ratio test that is now a part of
         the  Comprehensive  Credit  Facility with  Agricultural  Bank of China.
         Other  than  that  credit  facility,   none  of  the  Company's  credit
         facilities or other financial  instruments  require it or its operating
         subsidiaries to satisfy specified financial ratios and tests.

Liquidity and Capital Resources, page 23

12.      The Staff is supplementally  advised that the "Management's  Discussion
         and  Analysis of Plan of Operation - Liquidity  and Capital  Resources"
         section of the Amended  SB-2 has been  revised on pp. 23 and 24 to make
         the requested distinction.

13.      The Staff is  supplementally  advised that disclosure has been added to
         the  "Management's  Discussion  and  Analysis  of Plan of  Operation  -
         Liquidity and Capital  Resources"  section on p. 23 of the Amended SB-2
         discussing  the potential  impact of rising raw material  prices on the
         Company's operations and liquidity.

14.      The  Staff  is  supplementally   advised  that  additional   disclosure
         regarding the Company's new  production  facility can be found on p. 23
         of the Amended SB-2 under the section entitled "Management's Discussion
         and Analysis of Plan of Operation - Liquidity and Capital Resources."

15.      The  Staff  is  supplementally   advised  that  additional   disclosure
         regarding  the time frame within  which the Company  expects to receive
         feedback from its potential OEM partners and the potential  impact such
         OEM  relationships  will have on its operations has been included on p.
         25 of  the  Amended  SB-2  under  the  section  entitled  "Management's
         Discussion  and Analysis of Plan of  Operation - Liquidity  and Capital
         Resources."

16.      The Staff is  supplementally  advised that disclosure has been added on
         p. 25 of the Amended SB-2 under "Management's  Discussion and Analysis"
         discussing the Company's critical  accounting policies and management's
         methodology  in making the  estimates and the trends that could have an
         impact on those estimates.

17.      The Staff is supplementally  advised that the loan from Changzhou Lihai
         Investment  Consulting  Co., Ltd. was made to Shenzhen BAK Battery Co.,
         Ltd. ("BAK Battery") for the purpose of satisfying a debt obligation to
         an  unaffiliated  party.  Management  believes  that  even  though  the
         referenced loan was not in compliance with applicable PRC law, the risk
         to the  Company is nominal as the US  $1,812,316  loan has been paid in
         full.

Business

         Our Business Strategy, page 26

18.      The Staff is  supplementally  advised  that  disclosure  regarding  the
         preparations the Company has made and what additional  preparations are
         required in connection with its OEM  certification has been added on p.
         28 of the  Amended  SB-2 under the  heading  "Business  - Our  Business
         Strategy."  In  addition,  the  Staff is  supplementally  advised  that
         disclosure regarding when the Company believes it will earn income from
         its OEM business can also be found on p. 28 of the Amended SB-2.

<PAGE>

Edward M. Kelly
June 22, 2005
Page 4

19.      The Staff is  supplementally  advised  that the  Amended  SB-2 has been
         revised on p. 28 and  elsewhere  to clarify  that,  although not yet in
         production,  a  prototype  for a  lithium  polymer  battery  cell is in
         existence.   The  Company  is  still  coordinating   manufacturing  and
         distribution  capability  for the  prototype  and as such is  unable to
         state  with  certainty  when  this  product  will  be  offered  to  the
         marketplace.  The Company is  currently  producing  for sale high power
         lithium ion batteries.

Directors and Executive Officers, page 32

20.      The Staff is supplementally advised that Dr. Mao's biographical data on
         p. 33 of the Amended  SB-2 has been  revised to  identify  that Dr. Mao
         received  his  doctorate  from  Memorial  University  of  Newfoundland,
         Canada.

21.      The Staff is supplementally  advised that disclosure regarding when the
         Company  intends to expand its board of directors  has been added on p.
         33 of the Amended SB-2.

Principal Stockholders, page 34

22.      The Staff is  supplementally  advised that the requested  clarification
         has been added in footnote (4) to the Principal  Stockholders  table on
         p. 36 of the Amended SB-2.

Certain Relationships and Related Party Transactions, page 35

23.      The  Staff  is  supplementally   advised  that  all  references  to  an
         independent appraisal firm have been deleted in the Amended SB-2.

24.      The Staff is  supplementally  advised that disclosure has been added on
         p. 37 of the Amended  SB-2 to indicate  the  Company's  belief that its
         agreement  with  HFG  International,  Ltd.  was on  terms  at  least as
         favorable  as those that BAK Battery  would have  expected to negotiate
         with an unaffiliated  party providing similar  services.  A copy of the
         agreement with HFG International,  Ltd. has been filed as Exhibit 10.20
         to the Amended SB-2.

Selling Stockholders, page 36

25.      The Staff is  supplementally  advised that the requested  disclosure is
         set forth in the initial  paragraph under the section entitled "Selling
         Stockholders" commencing on p. 38 of the Amended SB-2 and the footnotes
         to the selling stockholders table found therein.

26.      The Staff is  supplementally  advised that the requested  disclosure is
         set forth in the  footnotes  to the  selling  stockholders  table found
         under the section entitled "Selling  Stockholders"  commencing on p. 38
         of the Amended SB-2.

<PAGE>

Edward M. Kelly
June 22, 2005
Page 5

27.      The Staff is  supplementally  advised that, to the extent the requested
         information is applicable,  disclosure is set forth in the footnotes to
         the  selling  stockholders  table  found  under  the  section  entitled
         "Selling Stockholders" commencing on p. 38 of the Amended SB-2.

28.      The Staff is  supplementally  advised that, to the extent the requested
         information is applicable,  disclosure is set forth in the footnotes to
         the  selling  stockholders  table  found  under  the  section  entitled
         "Selling Stockholders" commencing on p. 38 of the Amended SB-2.

29.      The  Staff  is   supplementally   advised  that  none  of  the  selling
         stockholders  are  broker/dealers.  However,  certain of the  footnoted
         selling  stockholders  are  affiliates  of  broker/dealers,  and  those
         selling  stockholders  have been identified as such in the notes to the
         selling stockholders table commencing on p. 38.

30.      The  Staff  is  supplementally  advised  that as  none  of the  selling
         stockholders  are  broker/  dealers  the  requested  disclosure  is not
         applicable.

31.      The  Staff  is  supplementally  advised  that for  those  broker/dealer
         affiliates identified in the Amended SB-2, disclosure has been added in
         the notes to the  selling  stockholders  table  commencing  on p. 38 to
         reflect  that  said  parties  purchased  the  securities  listed in the
         selling  stockholders table in the ordinary course of business and that
         they had no  arrangements  or  understandings,  directly or indirectly,
         with any  person  to  distribute  the  securities  at the time of their
         purchase.

32.      The Staff is supplementally  advised that the requested  disclosure has
         been made on p. 38 of the Amended SB-2.

Legal Matters, page 40

33.      The Staff is supplementally advised that the address for Jackson Walker
         L.L.P.  has been provided under "Legal Matters" on p. 44 of the Amended
         SB-2 as requested.

Report of Independent Registered Public Accounting Firm, page F-1

34.      The Staff is  supplementally  advised  that the  issues  raised in this
         comment were addressed through direct correspondence  between the Staff
         and the Company's  independent  audit firm.  Please advise if the Staff
         requires additional  information  regarding the issues set forth in the
         comment.

Financial Statements

35.      The  Staff  is  supplementally  advised  that the  shareholders  of BAK
         International,  Ltd. ("BAK  International") just before the transaction
         with BAK Battery were: Xiangqian Li (21,233,437 / $7,820,000),  Jinghui
         Wang  (3,600,035  /  $1,322,500),  Fenghua Li  (2,498,051  / $908,500),
         Yunfei Li (1,405,154 / $517,500),  Xuechun Zhang  (379,673 / $138,000),

<PAGE>

Edward M. Kelly
June 22, 2005
Page 6

         Jimin Li (343,482 / $126,500), Yongbin Han (312,256 / $115,000), Shumin
         Li (312,256 / $115,000),  Huanyu Mao (249,805 / $80,500),  Xiaohui Wang
         (224,825 / $80,500),  Shuquan  Zhang  (132,709 / $46,000),  Yanlong Zou
         (124,903 / $46,000),  Jianjun Huang (124,903 / $46,000),  Baicheng Zhou
         (124,903 / $46,000),  Yuxin Zhang (74,942 / $34,500), Feng Li (67,135 /
         $23,000),  Ge Shao  (9,368 / $3,450)  and Yunqing Lin (7,806 / $2,300).
         Each of the forgoing were  shareholders of BAK Battery,  with Xiangqian
         Li,  Yongbin  Han and Huanyu Mao serving as  executive  officers of BAK
         Battery.  Following  each listed person are the number of shares of BAK
         International  they held immediately  prior to the transaction with BAK
         Battery and the  approximate  consideration  paid for such shares.  BAK
         International  was created as a holding company and as such the minimum
         capitalization required by Hong Kong law was in place immediately prior
         to the  transaction.  The  shareholders  of  BAK  Battery  received  an
         aggregate of 31,225,642  shares of BAK  International by investing U.S.
         $11.5  million  based on their pro rata  ownership of BAK Battery.  The
         Staff is  supplementally  advised that attached  hereto as Appendix "A"
         the  Company  has  provided  the   summarized   balance  sheet  of  BAK
         International just before the transaction with BAK Battery. Each of the
         original  BAK  International  shareholders  contributed  cash for their
         ownership interest in said company, which cash was then used to acquire
         the share capital of BAK Battery in accordance with applicable PRC law.

         The Staff is supplementally  advised that th