Kandi Technologies Group, Inc F-4, filed Sep 29, 2021

Kandi Technologies Group, Inc. (KNDI)

F-4 2021-09-29

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British Virgin Islands		3714		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Amount to be registered^{(1) (6)}			Proposed maximum offering price per unit⁽²⁾		Proposed maximum aggregate offering price				Amount of registration fee
Ordinary Shares, par value $0.001 per share		77,462,516	$		4.40	$	388,691,211.04	⁽²⁾⁽³⁾	$		37,185.11
Ordinary Shares, par value $0.001 per share		8,131,332	$		4.40	$	35,777,860.80	⁽⁴⁾	$		3,903.36
Ordinary Shares, par value $0.001 per share		900,000	$		4.40	$	3,960,000.00	⁽⁵⁾	$		432.04
Total		86,493,848				$	388,691,211.04		$		42,406.21

(1)	Based upon the maximum number of ordinary shares of the registrant, or Kandi BVI, that may be issued and distributed to the holders of the common stock of Kandi Technologies Group, Inc., a Delaware corporation (“Kandi”), on a share-for-share basis upon consummation of the merger of Kandi Technologies Mergerco Inc., a Delaware corporation and a wholly owned subsidiary of the registrant, with and into Kandi, as described in the prospectus included in this registration statement.

(2)	Reflects the market price of the common stock of Kandi, computed in accordance with Rule 457(c) and Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices of the common stock of Kandi as reported on the NASDAQ Global Select Market on September 29, 2021, and is estimated solely to determine the registration fee. Although there is no present market for the securities of the registrant, upon consummation of the merger, the ordinary shares of the registrant will be listed on the NASDAQ Global Select Market.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(4)	Pursuant to Rule 457 under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of $4.40 (the average high and low price of common stock of Kandi on September 29, 2021) and 8,131,332 ordinary shares representing the maximum number of shares of common stock of Kandi issuable upon the exercise of outstanding warrants prior to the effective time of the merger.

(5)	Pursuant to Rule 457 under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of $4.40 (the average high and low price of common stock of Kandi on September 29, 2021) and 900,000 ordinary shares representing the maximum number of shares of common stock of Kandi issuable upon the exercise of outstanding options prior to the effective time of the merger.

(6)	Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

	1.	To approve the Company’s reincorporation from the State of Delaware to the country of the British Virgin Islands;

	2.	To elect seven directors, each to serve until the 2021 Annual Meeting of Shareholders;

	3.	To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditor for the fiscal year ended December 31, 2021;

	4.	To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 shares to 1,000,000,000 shares, and to correspondingly increase the number of authorized shares of preferred stock from 10,000,000 to 100,000,000 shares;

	5.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), any future adjustments of exercise prices of the warrants below their floor prices in accordance with the terms of such warrants;

	6.	To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and

	7.	To transact such other business as properly may come before the annual meeting or any adjournments thereof.

	By Order of the Board of Directors

	Hu Xiaoming
	Chief Executive Officer and
	Chairman of the Board of Directors

		Not Applicable
		(Translation of Registrant’s Name into English)

	Sincerely,

	Hu Xiaoming
	Chairman of the Board of Directors, President and Chief Executive Officer

CONVENTIONS		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
ABOUT THIS PROXY STATEMENT/PROSPECTUS		iii
ADDITIONAL INFORMATION		iii
INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS		1
PROPOSAL 1: REINCORPORATION FROM DELAWARE TO THE BRITISH VIRGIN ISLANDS		6
INFORMATION ABOUT THE MERGER		7
SUMMARY		11
RISK FACTORS		14
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA/MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		23
SUMMARY PRO FORMA FINANCIAL INFORMATION		23
BUSINESS / PROPERTIES LEGAL PROCEEDINGS		23
MERGER		24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		30
DESCRIPTION OF SHARE CAPITAL OF KANDI BVI		35
DIFFERENCES IN CORPORATE LAW		37
ENFORCEABILITY OF CIVIL LIABILITIES		44
LEGAL MATTERS		45
EXPERTS		45
PROPOSAL 2: ELECTION OF DIRECTORS		46
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR		49
PROPOSAL 4: AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK		50
PROPOSAL 5: 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		52
PROPOSAL 6: ADVISORY VOTE ON EXECUTIVE COMPENSATION		54
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS		55
CORPORATE GOVERNANCE		56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		61
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		62
EXECUTIVE COMPENSATION		62
RELATED PARTY TRANSACTIONS		65
AUDIT COMMITTEE REPORT		66
SUBMISSION OF SHAREHOLDER PROPOSALS		67
WHERE YOU CAN FIND MORE INFORMATION		67
Annex A		A-1
Annex B		B-1

	1.	You may submit another properly completed proxy bearing a later date.

	2.	You may send a written notice that you are revoking your proxy to Board Secretary, Kandi Technologies Group, Inc., located in Jinhua New Energy Vehicle Town, Jinhua, Zhejiang Province, China, 321016 or to Kewa Luo located at Kandi Technologies Group, Inc., The Hemsley Building, 230 Park Avenue, 3rd/4th Floor West, New York, NY 10169.

	3.	You may attend the Annual Meeting and vote in person. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.

Q:	*What is the Merger?*

A:	Under the Merger Agreement, Merger Sub will merge with and into Kandi, with Kandi surviving the Merger as a wholly-owned subsidiary of Kandi BVI. Upon consummation of the Merger, each issued and outstanding share of Kandi’s common stock will be converted into the right to receive one ordinary share in the capital of Kandi BVI, which shares will be issued by Kandi BVI in connection with the Merger. Following the Merger, Kandi BVI, together with its subsidiaries, will own and continue to conduct our business in substantially the same manner as it is currently being conducted by Kandi and its subsidiaries. Kandi BVI will also be managed by the same Board of Directors and executive officers that manage Kandi today.

Q:	*Why does Kandi want to engage in the Merger?*

A:	The Merger is part of a reorganization of Kandi’s corporate structure approved by our Board of Directors that we expect will, among other things, result in a reduction in operational, administrative, legal and accounting costs over the long term and provide us with flexibility to pursue corporate development including mergers and acquisitions, spin-off and separate listing. Please see the section entitled “Reorganization Merger—Background and Reasons for the Merger.” However, there can be no assurance that following the Merger we will be able to realize these expected benefits for the reasons discussed in the section entitled “Risk Factors—Risks Relating to the Merger and Reorganization—The expected benefits of the Merger and reorganization may not be realized.” We also have incurred and will continue to incur transaction costs.

Q:	*Will the Merger affect current or future operations?*

A:	The Merger is not expected to have a material impact on how we conduct day-to-day operations. While the new corporate structure would not change our future operational plans to grow our business, including our focus on our Chinese business, it may improve our ability to expand internationally. The location of future operations will depend on the needs of the business, which will be determined without regard to Kandi BVI’s jurisdiction of incorporation. Please see the section entitled “Reorganization Merger—Background and Reasons for the Merger.”

Q:	*Is the Merger taxable to me?*

A:	The Merger should be characterized for U.S. federal income tax purposes as either a “reorganization” within the meaning of Section 368(a) of the Code, or as a transaction qualifying under Section 351 of the Code. In either case, U.S. holders will not recognize gain or loss for U.S. federal income tax purposes upon receipt of Kandi BVI ordinary shares in exchange for Kandi common stock. The aggregate tax basis in the ordinary shares of Kandi BVI received in the Merger will equal each such U.S. holder’s aggregate tax basis in the Kandi common stock surrendered. A U.S. holder’s holding period for the ordinary shares of Kandi BVI that are received in the Merger will include such U.S. holder’s holding period for the common stock of Kandi surrendered, provided the surrendered Kandi common stock is held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Please see the section entitled “Material U.S. Federal Income Tax Considerations.”
	THE TAX TREATMENT OF THE MERGER UNDER STATE OR LOCAL LAW WILL DEPEND ON THE RELEVANT JURISDICTION. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU.

Q:	*Has the U.S. Internal Revenue Service rendered a ruling on any aspects of the Merger?*

A:	No ruling has been requested from the U.S. Internal Revenue Service, or the IRS, in connection with the Merger.

Q:	*When do you expect to complete the Merger?*

A:	If the adoption of the Merger Agreement is approved by our shareholders, we anticipate that the Merger will become effective on or about _________, 2021, although the Merger may be abandoned by our Board of Directors prior to its completion. Please see the section entitled “Risk Factors—Risks Relating to the Merger and Reorganization—Our Board of Directors may choose to defer or abandon the Merger.”

Q:	*What types of information and reports will Kandi BVI make available to shareholders following the Merger?*

A:	The term foreign private issuer under the rules and regulations of the SEC means any foreign issuer other than a foreign government except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (i) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (ii) Any of the following: (a) The majority of the executive officers or directors are United States citizens or residents; (b) More than 50 percent of the assets of the issuer are located in the United States; or (c) The business of the issuer is administered principally in the United States. While we believe Kandi BVI qualifies as a “foreign private issuer” as of the date of this proxy statement/prospectus, Kandi BVI will remain subject to the mandates of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and, as long as the Kandi BVI’s ordinary shares are listed on the NASDAQ Stock Market, or NASDAQ, the governance and disclosure rules of that stock exchange. However, as a foreign private issuer, Kandi BVI will be exempt from certain rules under the Exchange Act that would otherwise apply if Kandi BVI were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. For example:

	Kandi BVI may include in its SEC filings financial statements prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, or with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, without reconciliation to U.S. GAAP.

	Kandi BVI will not be required to provide as many Exchange Act reports, or as frequently or as promptly, as U.S. companies with securities registered under the Exchange Act. For example, Kandi BVI will not be required to file current reports on Form 8-K within four business days from the occurrence of specific material events. Instead, Kandi BVI will need to promptly furnish reports on Form 6-K any information that Kandi BVI (a) makes or is required to make public under the laws of the British Virgin Islands, (b) files or is required to file under the rules of any stock exchange or (iii) otherwise distributes or is required to distribute to its shareholders. Unlike Form 8-K, there is no precise deadline by which Form 6-K must be furnished. In addition, Kandi BVI will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a foreign private issuer, Kandi BVI will be required to file an annual report on Form 20-F within four months after its fiscal year end.

Q:	*Do I have to take any action to exchange my Kandi common stock and receive Kandi BVI ordinary shares?*

A:	The Kandi common stock registered in your name or which you beneficially own through your broker will be converted into the right to receive an equal number of Kandi BVI ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in Kandi BVI’s register of members upon completion of the Merger, without any further action on your part. Upon completion of the Merger, only registered shareholders reflected in Kandi BVI’s register of members will have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon Kandi BVI ordinary shares registered in their respective names. Any attempted transfer of Kandi stock prior to the Merger that is not properly documented and reflected in the stock records maintained by Kandi’s transfer agent as of immediately prior to the time that the Merger become effective, or the Effective Time, will not be reflected in Kandi BVI’s register of members upon completion of the Merger. Registered holders of Kandi BVI’s ordinary shares seeking to transfer Kandi BVI ordinary shares following the Merger will be required to provide customary transfer documents required by Kandi BVI’s transfer agent to complete the transfer.

	If you hold Kandi common stock in uncertificated book-entry form (for example, if you hold your shares through a broker), at the Effective Time the Kandi common stock registered in your name or which you beneficially own through your broker will be converted into the right to receive an equal number of Kandi BVI ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in book-entry form without any action on your part.

	If you hold Kandi common stock in certificated form, you may exchange your Kandi stock certificates for new Kandi BVI share certificates promptly following the Merger. We will request that all Kandi stock certificates be returned to Kandi BVI’s transfer agent following the Merger. Soon after the closing of the Merger, you will be sent a letter of transmittal from our transfer agent. It is expected that, prior to the Effective Time, Equiniti Trust Company will be appointed as our transfer agent for the Merger. The letter of transmittal will contain instructions explaining the procedure for surrendering your Kandi stock certificates for new Kandi BVI share certificates.

	Kandi’s current transfer agent is Equiniti Trust Company, which will continue to serve as the transfer agent for Kandi BVI ordinary shares after the Effective Time.

Q:	*Can I trade my Kandi common stock before the Merger is completed?*

A:	Yes. Kandi common stock will continue trading on NASDAQ through the last trading day prior to the date of completion of the Merger, which date of completion is expected to be on or about________, 2021 (ET).

Q:	*After the Merger, where can I trade my Kandi BVI ordinary shares?*

A:	We expect that as of the Effective Time, the Kandi BVI ordinary shares will be authorized for listing on NASDAQ, and we expect such shares will be traded on the exchange under the symbol “KNDI.”, which is the same symbol under which shares of Kandi common stock are currently listed.

Q:	*How will my rights as a shareholder of Kandi BVI change after the Merger relative to my rights as a shareholder of Kandi prior to the Merger?*

A:	Because of differences between Delaware law and British Virgin Islands law and differences between the governing documents of Kandi and Kandi BVI, we are unable to adopt governing documents for Kandi BVI that are identical to the governing documents for Kandi, but we have attempted to preserve in the memorandum and articles of association of Kandi BVI the same allocation of material rights and powers between the shareholders and our Board of Directors that exists under Kandi’s bylaws and certificate of incorporation.

	Nevertheless, Kandi BVI’s proposed memorandum and articles of association differ from Kandi’s bylaws and certificate of incorporation, both in form and substance, and your rights as a shareholder of Kandi BVI will change relative to your rights as a shareholder of Kandi as a result of the Merger and you may not be afforded as many rights as a shareholder of Kandi BVI under applicable laws and the Kandi BVI memorandum and articles of association as you were as a shareholder of Kandi under applicable laws and the Kandi certificate of incorporation and bylaws. Please see the sections entitled “Risk Factors—Risks Relating to the Merger and Reorganization—Your rights as a shareholder of Kandi will change as a result of the Merger and you may not be afforded as many rights as a shareholder of Kandi BVI under applicable laws and the Kandi BVI memorandum and articles of association as you were as a shareholder of Kandi under applicable laws and the Kandi certificate of incorporation and bylaws,” “Description of Share Capital of Kandi BVI” and “Differences in Corporate Law.”

	Notwithstanding the foregoing, the changes above may not change your rights as a shareholder significantly in practice because Kandi has a concentrated ownership structure with at least two shareholders each holding more than five percent of Kandi’s common stock. For further details on the security ownership of certain beneficial owners of Kandi, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

	Additionally, as a foreign private issuer, Kandi BVI will be permitted to follow corporate governance practices in accordance with British Virgin Islands laws in lieu of certain NASDAQ corporate governance standards. Please see the sections entitled “Reorganization Merger—Background and Reasons for the Merger.”

1.	the Merger Agreement has been adopted by the requisite vote of shareholders of Kandi;

2.	none of the parties to the Merger Agreement is subject to any decree, order or injunction that prohibits the consummation of the Merger;

3.	the registration statement of which this proxy statement/prospectus is a part has been declared effective by the SEC and no stop order is in effect;

4.	the Kandi BVI ordinary shares to be issued pursuant to the Merger have been authorized for listing on NASDAQ, subject to official notice of issuance and satisfaction of other standard conditions;

5.	all material consents and authorizations of, filings or registrations with, and notices to, any governmental or regulatory authority required of Kandi, Kandi BVI or their subsidiaries to consummate the Merger have been obtained or made; and

6.	the representations and warranties of the parties to the Merger Agreement set forth in the Merger Agreement are true and correct in all material respects, and the covenants of the parties set forth in the Merger Agreement (other than those to be performed after the Effective Time) have been performed in all material respects.

	●	independence of committees

	●	regularly scheduled executive sessions with only independent directors

	●	adopt and disclose a code of ethics for directors, officers and employees.

Provision	Kandi	Kandi BVI

Authorized Capital/Shares	100,000,000 shares of common stock authorized, par value $0.001 per share	1,000,000,000 shares of common stock authorized, par value $0.001 per share (Immediately prior to the Merger)

Par Value	Stated in U.S. dollars

	Changes in capital generally require shareholder approval	Changes in the number of shares the company may issue, pursuant to the Charter Documents, may be made by resolution of shareholders or resolution of directors

Preferred Shares	Directors may fix the designations, powers, preferences, rights, qualifications, limitations and restrictions by resolution	Preferred shares must be authorized in the Charter Documents and the rights attaching to such shares set out in the memorandum of Association

Registered Shares	Shares of capital stock of Kandi to be registered shares	Same as Kandi

Purpose of Corporation	To engage in any lawful act not prohibited by law	To carry on or undertake any business activity irrespective of corporate benefit and not prohibited by law

Amended and Restated Certificate of Incorporation/memorandum and articles of association	Requires shareholder vote and, except in limited circumstances, by the board of directors	Requires vote of the shareholders or, as permitted by the Act and the Charter Documents, by resolution of the board of directors only where such amendment is required to provide for the rights conferred by preferred shares on their holders pursuant to the Charter Documents

Registered Office	c/o Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808	Vistra Corporate Services Centre located at Wikhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

Transfer Agent	Equiniti Trust Company	Same as Kandi

Voting Rights	Common stock: one share, one vote on all matters before the holders of the common stock	Ordinary shares: one share, one vote on all matters before the holders of the ordinary shares

	Other classes of equity may have voting rights as assigned to them by the board of directors or as approved by shareholders

	Directors elected by plurality, all other matters either by majority of issued and outstanding or majority of those present and entitled to vote as specified by law	Directors elected by plurality as provided in Charter Documents; all other matters by a majority of those shares present and entitled to vote

Redemption of Equity	Shares may be repurchased or otherwise acquired, provided the capital of the company will not be impaired by the Merger	Shares may be repurchased or otherwise acquired, provided the company will remain solvent after the Merger

	Company may hold or sell treasury shares	Same as Kandi

Shareholder consent	Permitted as required for a vote at a meeting	Same as Kandi

Notice Requirements for Shareholder Nominations and Other Proposals	In general, to bring a matter before an annual meeting or to nominate a candidate for director, a shareholder must give notice of the proposed matter or nomination not less than 90 days and not more than 120 days prior to public disclosure of the date of annual meeting	The Charter Documents do not contain an express right for shareholders to bring a matter before an annual meeting or nominate a director candidate

	In the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholder, to be timely, the notice must be received by the company no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or public disclosure was made, whichever first occurs

Meetings of Shareholders - Presence	In person or by proxy or other appropriate electronic means	In person or by proxy or by telephone or other electronic means and all shareholders can hear one another

Meeting of Shareholder - Notice	Not less than 10 days or more than 60 days	Not less than seven days; no maximum limit

Meeting of Shareholders - Call of Meeting	Regular and annual meetings shall be called by the directors. Special meetings may be called only by majority of board of directors, chief executive officer or by a majority of the issued and outstanding capital stock entitled to vote	Meetings may be called by the directors or by shareholders holding 30% of the outstanding votes. The articles require an annual meeting of the members for the election of directors to be called by the directors

		Meetings on short notice may be called upon waiver or presence of all the members holding shares entitled to vote or 90% of the total number of shares entitled to vote agree to short notice

Meeting of Shareholders - Place	Within or outside Delaware	Within or outside the BVI as the directors consider necessary or desirable

Meeting of Shareholders - Quorum	Majority of the capital stock issued and outstanding and entitled to vote at meeting. Meeting may be adjourned for up to 30 days without additional notice to shareholders.	Not less than 50% of the votes of the shares entitled to vote. Adjournment to the next business day at the same time and the same place if quorum is not present.

Meeting of Shareholders - Record Date	As fixed by the directors, no more than 60 days and no less than 10 days before the meeting. If not fixed, the day before notice of meeting is given	As fixed by the directors, may be the date on which notice of the meeting is given to the shareholders or such later date as specified in the notice, being a date not earlier than the date of the notice.

Directors - Election	By the shareholders as entitled by their terms, including the holders of common stock	By the shareholders, including the holders of ordinary shares, or by the directors who have the power to appoint additional directors and the filling of any vacancy in that connection.

Directors - Removal	By the shareholders for cause	By resolution of shareholders, passed by a majority vote or by resolution of directors passed by majority vote, in either case with or without cause.

Directors - Vacancy	May be filled by majority of remaining directors (unless they are the result of the action of shareholders) and newly created vacancies may be filled by majority of remaining directors	Same as Kandi

Directors - Number	Unless established by the amended and restated certificate of incorporation, as determined by board of directors, but not less than one	There is no minimum or maximum number of directors

Directors - Quorum and Vote Requirements	A majority of the entire board. The affirmative vote of a majority of directors present at a meeting at which there is a quorum constitutes action by the board of directors	Not less than one-third of the total number of directors (with a minimum of 2) present in person or by alternate, except if there is only one director, then a quorum will be one director, and a sole director passes resolution by written consent. A resolution is passed at a meeting by the affirmative vote of a majority of the directors or consented to in writing by all directors

Directors - Powers	All powers to govern the corporation not reserved to the shareholders	Same as Kandi

Directors - Committees	Directors may establish one or more committees with the authority that the board determines	Directors may establish one or more committees with the authority that the board determines, subject to certain restrictions under the Act

Directors - Consent Action	Directors may take action by written consent of all directors, in addition to action by meeting	Same as Kandi

Director - Alternates	Not permitted	Directors may, by written instrument, appoint an alternate who need not be a director, who may attend meetings in the absence of the director and vote in the place of the directors

Directors - Appoint Officers	Directors appoint the officers of the corporation, subject to the by-laws, with such powers as they determine	Same as Kandi, subject to the Charter Documents and certain restrictions under the Act

Director - Limitation of Liability	Directors liability is limited, except for (i) breach of loyalty, (ii) act not in good faith or which involves international misconduct or a knowing violation of law, (iii) willful violation of law in respect of payment of dividend or converting shares, or (iv) actions in which director receives improper benefit	Duty to act honestly and in good faith with a view to the best interests of the company and exercise care, diligence and skill that a reasonable director would exercise in the same circumstances, taking the factual circumstances into account. No provisions in the memorandum, articles or agreement may relieve a director from the duty to act in accordance with the memorandum or articles or from personal liability arising from the management of the business or affairs of the company. Further, a director who vacates office remains liable in respect of acts or omissions that occurred while he was a director.

Director - Indemnification Insurance	Company may purchase insurance in relation to any person who is or was a director or officer of the company	Same as Kandi

Amendments to Organizational Documents	Amendments must be approved by the board of directors and by a majority of the outstanding stock entitled to vote on the amendment, and if applicable, by a majority of the outstanding stock of each class or series entitled to vote on the amendment as a class or series. By-laws may be amended by the shareholders entitled to vote at any meeting or, if so provided by the amended and restated certificate of incorporation, by the board of directors	Amendments to the Charter Documents, with certain restrictions, may be made by resolution of the shareholders or by the resolution of the board of directors

Sale of Assets	The sale of all or substantially all the assets of the company requires shareholder approval	The sale of more than 50% of the assets of the company requires shareholder approval, other than in the regular course of business

Dissenters’ Rights	Provision is made under Delaware corporate law to dissent and obtain fair value of shares in connection with certain corporate actions that require shareholder approval or consent	Provision is made under the Act to dissent and obtain fair value of shares in connection with certain corporate actions that require shareholder approval or consent

Name	Age	Position	Served From
Hu Xiaoming	64	Chairman of the Board, President and Chief Executive Officer	June 2007
Chen Liming ^{(1), (2), (3)}	84	Director (Independent)	May 2012
Lin Yi ^{(2), (3)}	68	Director (Independent)	May, 2017
Jerry Lewin ⁽¹⁾	66	Director (Independent)	November 2010
Henry Yu ^(1),(2),(3)	67	Director (Independent)	July 2011
Sun Chenming	57	Director	December 2019
Wang Lin	33	Director	December 2019

	●	The Company makes annual cash compensation decisions based on assessment of our performance against measurable financial goals, as well as each executive’s individual performance.

	●	The Company emphasizes long-term incentive compensation awards that collectively reward executive officers based on our performance, external and internal peer equity compensation practices, and the executive officer’s job responsibilities.

	●	The Company designs pay practices to retain a highly talented and experienced senior executive team.

	●	The Company encourages stock ownership by our senior executive officers.

	2020		2019
Audit Fees	$	460,000	$	410,000
Audit Related Fees	$	93,800	$	12,300
Tax Fees	$	-	$	-
All other fees	$	715	$	-
TOTAL FEES	$	554,515	$	422,300

	Compensation Committee of the Board of Directors
	Respectfully submitted,

	/s/ Chen Liming (Chairman)

	/s/ Henry Yu

	/s/ Lin Yi

	September 27, 2021

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Named Executive Officers and Directors
Common Stock	Hu Xiaoming		14,326,481	(1)		18.57	%
Common Stock	Jehn Ming Lim		1,500			*
Common Stock	Henry Yu		123,500			*
Common Stock	Jerry Lewin		100,000			*
Common Stock	Chen Liming		-			-
Common Stock	Lin Yi		-			-
Common Stock	Sun Chenming		5,000			*
Common Stock	Wang Lin		7,000			*
All officers and directors			14,563,481			18.88	%
Other 5% Shareholders:
Common Stock	Excelvantage Group Limited(3)		12,821,404	(2)		16.62	%

Name and						Stock		Option		Non-Equity Incentive Plan		Nonqualified Deferred Compensation		All Other
Principal Position	Year	Salary ($)		Bonus ($)		Awards ($)(4)		Awards ($)(4)		Compensation ($)		Earnings ($)		Compensation ($)		Total ($)
Hu Xiaoming (1)	2020	$	52,173		-		168,000		-		-		-		-	$	220,173
CEO, President and	2019	$	52,120		-		264,000		-		-		-		-	$	316,120
Chairman of the Board

Lim Jehn Ming (2)	2020		75,000		7,605		9,270		-		-		-		-	$	91,875
CFO

Zhu Xiaoying (3)	2020		27,174		-		33,600		-		-		-		-	$	60,774
Former CFO	2019	$	72,388		-		52,800		-		-		-		-	$	125,188

Name		Number of Securities underlying Unexercised Exercisable				Number of Securities underlying Unexercised Options(#) Unexercisable				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)(1)				Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Hu Xiaoming			900,000				-				-			$	9.72			5/28/2025			-				-				-				-

Name	Fees Earned or Paid in Cash ($)(2)		Stock Awards ($) (1)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Lin Yi	$	15,942		-		-		-		-		-	$	15,942

Henry Yu	$	44,000		18,100		-		-		-		-	$	62,100

Jerry Lewin	$	44,000		26,500		-		-		-		-	$	70,500

Chen Liming	$	15,942		-		-		-		-		-	$	15,942

Wang Lin	$	37,101		6,720		-		-		-		-	$	43,821

Sun Chenming	$	28,985		16,800		-		-		-		-	$	45,785

Name	Options		Restricted stock
Henry Yu		0		90,000	⁽¹⁾
Chen Liming		0		0
Lin Yi		0		0
Jerry Lewin		0		90,000
Wang Lin		0		0
Sun Chenming		0		0

	KANDI TECHNOLOGIES GROUP, INC.
	a Delaware corporation :

	/s/
	Date: __________, 2021
	Name:
	Title:

	KANDI TECHNOLOGIES GROUP, INC.
	a British Virgin Islands company :

	/s/
	Date: __________, 2021
	Name:
	Title:

	Kandi Technologies Mergerco Inc.
	a Delaware corporation :

	/s/
	Date: __________, 2021
	Name:
	Title:

/s/ Rexella D. Hodge
(Sd.) Rexella D. Hodge
Authorised Signatory
Vistra (BVI) Limited