UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
(Amendment No. ____)
Filed by the Registrant [X] Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a 12
KANDI TECHNOLOGIES GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per
Exchange Act Rules 14a6(i)(1) and 011. |
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Title of each class of securities to which transaction
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computed pursuant to Exchange Act Rule 011 (set forth the amount on which
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Proposed maximum aggregate value of
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Total fee paid: |
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 011(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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KANDI TECHNOLOGIES GROUP, INC.
Jinhua City
Industrial Zone
Jinhua, Zhejiang Province
Peoples
Republic of China 321016
November 19, 2014
Dear Stockholder:
You are cordially invited to
attend the 2014 Annual Meeting of Stockholders of Kandi Technologies Group,
Inc., a Delaware corporation, to be held at our executive office, located at 5F,
Tower 3, Xixixinzuo, No. 550 Xixi Road, Xihu District, Hangzhou City, Zhejiang
Province, China 310013 on December 30, 2014, at 9:00 p.m. local time (8:00 a.m.
E.T.).
The Notice of Annual Meeting of
Stockholders and Proxy Statement describe the formal business to be transacted
at the annual meeting. Our directors and officers will be present to respond to
appropriate questions from stockholders. We are providing our stockholders
access to our proxy materials and our Annual Report on Form 10-K, for fiscal
year ended December 31, 2013 over the Internet. This allows us to provide you
with information relating to our 2014 Annual Meeting of Stockholders in a fast
and efficient manner. On or about November 19, 2014, we will mail to our
stockholders a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy materials and Annual Report on Form
10-K, for fiscal year ended December 31, 2013 online and how to vote online. If
you receive this notice by mail, you will not receive a printed copy of the
materials unless you specifically request one. Included within this notice will
be instructions on how to request and receive printed copies of these materials
and a proxy card by mail.
Whether or not you plan to attend
the meeting, please vote as soon as possible. If you request a printed copy of
the proxy materials, please complete, sign, date, and return the proxy card you
will receive in response to your request as soon as possible or you can vote via
the Internet or by telephone. This will ensure that your shares will be
represented and voted at the meeting, even if you do not attend. If you attend
the meeting, you may revoke your proxy and personally cast your vote. Attendance
at the meeting does not of itself revoke your proxy.
Sincerely,
Hu Xiaoming
Chief Executive
Officer and
Chairman of the Board of Directors
1
KANDI TECHNOLOGIES GROUP, INC.
Jinhua City
Industrial Zone
Jinhua, Zhejiang Province
Peoples
Republic of China 321016
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 30, 2014
NOTICE HEREBY IS GIVEN that the
2014 Annual Meeting of Stockholders of Kandi Technologies Group, Inc., a
Delaware corporation, will be held at our principal executive office, located at
5F, Tower 3, Xixixinzuo, No. 550 Xixi Road, Xihu District, Hangzhou City,
Zhejiang Province, China 310013 on December 30, 2014, at 9:00 p.m. local time
(8:00 a.m. E.T.), to consider and act upon the following:
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To elect seven directors, each to serve until the 2015
Annual Meeting of Stockholders; |
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To conduct an advisory vote on the compensation of our
named executive officers; and |
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To transact such other business as properly may come
before the annual meeting or any adjournments thereof. The Board of
Directors is not aware of any other business to be presented to a vote of
the stockholders at the annual meeting. |
Stockholders of record at the
close of business on November 3, 2014 are entitled to receive notice of and to
vote at the 2014 Annual Meeting and any adjournments thereof. We are furnishing
proxy materials to our stockholders on the Internet, rather than mailing printed
copies of those materials to each stockholder. If you received a Notice of
Internet Availability of Proxy Materials by mail, you will not receive a printed
copy of the proxy materials unless you request them. Instead, the Notice of
Internet Availability of Proxy Materials will instruct you as to how you may
access and review the proxy materials, and vote your proxy, on the Internet or
by telephone.
By Order of the Board of Directors
Hu Xiaoming
Chief Executive Officer and
Chairman of the Board of Directors
Jinhua, Zhejiang Province, China
November 19, 2014
Important Notice Regarding the Availability of Proxy
Materials for the
Annual Meeting of Stockholders to be held on
December 30, 2014:
WHETHER OR NOT YOU PLAN TO
ATTEND OUR 2014 ANNUAL MEETING OF STOCKHOLDERS, YOUR VOTE IS IMPORTANT. PLEASE
FOLLOW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIALS TO VOTE YOUR PROXY VIA THE INTERNET OR BY TELEPHONE OR REQUEST AND
PROMPTLY COMPLETE, EXECUTE AND RETURN THE PROXY CARD BY FOLLOWING THE
INSTRUCTIONS ON THE PROXY CARD. IF YOU ATTEND OUR 2014 ANNUAL MEETING OF
STOCKHOLDERS, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
2
KANDI TECHNOLOGIES GROUP, INC.
Jinhua City
Industrial Zone
Jinhua, Zhejiang Province
Peoples
Republic of China 321016
PROXY STATEMENT
FOR THE ANNUAL
MEETING OF STOCKHOLDERS
To Be Held December 30, 2014
We are furnishing this Proxy
Statement to the stockholders of Kandi Technologies Group, Inc., a Delaware
corporation in connection with the solicitation, by the Board of Directors of
Kandi Technologies Group, Inc. (the Board), of proxies to be voted at our 2014
Annual Meeting of Stockholders to be held at our executive office, located at
5F, Tower 3, Xixixinzuo, No. 550 Xixi Road, Xihu District, Hangzhou City,
Zhejiang Province, China 310013 on December 30, 2014, at 9:00 p.m. local time,
and at any adjournments or postponements of the meeting.
When used in this Proxy
Statement, the terms we, us, our, the Company and Kandi refer to Kandi
Technologies Group, Inc., a Delaware corporation, and its wholly-owned
subsidiaries. China and the PRC refer to the Peoples Republic of China.
On or about November 19, 2014, we
will mail to our stockholders a Notice of Internet Availability of Proxy
Materials containing instructions on how to access our proxy materials and
Annual Report on Form 10-K, for fiscal year ended December 31, 2013 online and
how to vote online. You will be eligible to vote your shares electronically via
the Internet, by telephone or by mail by following the instructions on the
Notice of Internet Availability of Proxy Materials. If you receive Notice of
Internet Availability of Proxy Materials by mail, you will not receive a printed
copy of the materials unless you specifically request one. Included within this
notice will be instructions on how to request and receive printed copies of
these materials and a proxy card by mail.
This Proxy Statement, our Annual
Report on Form 10-K, for fiscal year ended December 31, 2013, and other proxy
materials, including the Proxy Card and the Notice of Annual Meeting, are
available free of charge online at www.proxyvote.com. Directions to our
2014 Annual Meeting of Stockholders are available by calling +86-579-8223-9856
or by written request to Zhu Xiaoying, our Chief Financial Officer, at the
Jinhua City Industrial Zone, Jinhua, Zhejiang Province, China, 321016.
ABOUT THE 2014 ANNUAL MEETING
General: Date, Time and Place
We are providing this Proxy
Statement to you in connection with the solicitation, on behalf of our Board, of
proxies to be voted at our 2014 Annual Meeting of Stockholders (the 2014 Annual
Meeting) or any postponement or adjournment of that meeting. The 2014 Annual
Meeting will held on December 30, 2014, at 9:00 p.m. local time (8:00 a.m. E.T.)
at our executive office, located at 5F, Tower 3, Xixixinzuo, No. 550 Xixi Road,
Xihu District, Hangzhou City, Zhejiang Province, China 310013.
Matters to be Considered and Voted Upon
At the 2014 Annual Meeting,
stockholders will be asked to consider and vote to elect the nominees named
herein as directors. The Board does not know of any matters to be brought before
the meeting other than as set forth in the notice of meeting. If any other
matters properly come before the meeting, the persons named in the form of proxy
or their substitutes will vote in accordance with their best judgment on such
matters.
Record Date; Stock Outstanding and Entitled to Vote
Our Board established November 3,
2014 as the record date. Only holders of shares of the Companys common stock,
par value $0.001 per share, as of the record date, are entitled to notice of,
and to vote at, the 2014 Annual Meeting. Each share of common stock entitles the
holder thereof to one vote per share on each matter presented to our
stockholders for approval at the 2014 Annual Meeting. At the close of business on the record
date, we had 46,274,855 shares of our common stock outstanding.
3
Internet Availability of Proxy Materials and Annual Report
These proxy solicitation
materials are available at www.proxyvote.com on or about November 20,
2014 to all stockholders entitled to vote at the 2014 Annual Meeting. A copy of
the Companys Annual Report on Form 10-K will be made available at
www.proxyvote.com concurrently with these proxy solicitation
materials.
The Company is furnishing proxy
materials to our stockholders primarily via the Internet, rather than mailing
printed copies of these materials to each stockholder. We believe that this
process should expedite stockholders receipt of proxy materials, lower the
costs incurred by us for the 2014 Annual Meeting and help to conserve natural
resources. On or about November 19, 2014, we mailed to each stockholder of
record and beneficial owners (other than those who previously requested
electronic or paper delivery) a Notice of Internet Availability of Proxy
Materials, in the form of a mailing titled Important Notice Regarding the
Availability of Proxy Materials, that contains instructions on how to access
and review the proxy materials, including this proxy statement and the Companys
Annual Report on Form 10-K, on a website referred to in such notice and how to
access a proxy card to vote on the Internet or by telephone. The Notice of
Internet Availability of Proxy Materials also contains instructions on how to
receive a paper copy of the proxy materials. If you receive a Notice of Internet
Availability of Proxy Materials by mail, you should not expect to receive a
printed copy of the proxy materials unless you request one. If you received a
Notice of Internet Availability of Proxy Materials by mail and would like to
receive a printed copy of our proxy materials, currently or on an ongoing basis,
please follow the instructions included in the Notice of Internet Availability
of Proxy Materials.
Quorum; Required Vote
A quorum of stockholders is
required for the transaction of business at the 2014 Annual Meeting. The
presence of at least a majority of all of our shares of common stock issued and
outstanding and entitled to vote at the meeting, present in person or
represented by proxy, will constitute a quorum at the meeting. Votes cast by
proxy or in person at the 2014 Annual Meeting will be tabulated by an election
inspector appointed for the meeting and will be taken into account in
determining whether or not a quorum is present. Abstentions and broker
non-votes, which occur when a broker has not received customer instructions and
indicates that it does not have the discretionary authority to vote on a
particular matter on the proxy card, will be included in determining the
presence of a quorum at the 2014 Annual Meeting.
Assuming that a quorum is
present, our stockholders may take action at the annual meeting with the votes
described below.
Election of Directors.
Under Delaware law and the Amended and Restated Bylaws of the Company
(Bylaws), the affirmative vote of a plurality of the votes cast by the holders
of our shares of common stock is required to elect each director. Consequently,
only shares that are voted in favor of a particular nominee will be counted
toward such nominees achievement of a plurality. Stockholders do not have any
rights to cumulate their votes in the election of directors. Abstentions and
broker non-votes will not be counted toward a nominee's total.
Abstentions and Broker Non-Votes
Under applicable regulations, if
a broker holds shares on your behalf, and you do not instruct your broker how to
vote those shares on a matter considered routine, the broker may generally
vote your shares for you. A broker non-vote occurs when a broker has not
received voting instructions from you on a non-routine matter, in which case
the broker does not have authority to vote your shares with respect to such
matter. Rules that govern how brokers vote your shares have recently changed.
Unless you provide voting instructions to a broker holding shares on your
behalf, your broker may no longer use discretionary authority to vote your
shares on any of the matters to be considered at the 2014 Annual Meeting other
than the ratification of our independent registered public accounting firm.
Please vote your proxy so your vote can be counted.
Voting Procedure; Voting of Proxies; Revocation of Proxies
Stockholders of Record
If your shares are registered
directly in your name with our transfer agent, Corporate Stock Transfer, you are
considered the stockholder of record with respect to those shares. As
the stockholder of record, you may vote in person at the 2014 Annual Meeting or
vote, most conveniently vote by telephone, Internet or mail. Whether or not you
plan to attend the annual meeting, we urge you to vote by proxy to ensure your
vote is counted. You may still attend the 2014 Annual Meeting and vote in person
even if you have already voted by proxy.
4
By Internet stockholders may
vote on the internet by logging on to www.proxyvote.com and following the
instructions given.
By Telephone stockholders may
vote by calling 1-800-690-6903 (toll-free) with a touch tone telephone and
following the recorded instructions.
By Mail stockholders must
request a paper copy of the proxy materials to receive a proxy card and follow
the instructions given for mailing. A paper copy of the proxy materials may be
obtained by logging to www.proxyvote.com and following the instructions
given. To vote using the proxy card, simply print the proxy card, complete, sign
and date it and return it promptly to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, New York 11717. In the alternative, the proxy card can
be mailed directly to the Company: Zhu Xiaoying, our Chief Financial Officer,
located in the Jinhua City Industrial Zone, Jinhua, Zhejiang Province, China,
321016 or to Kewa Luo at Kandi Technologies Group, Inc., 230 Park Avenue,
10th Floor, New York, NY 10169. Our Board has selected each of Hu Xiaoming and
Zhu Xiaoying to serve as proxies.
If you vote by telephone or via
the Internet, you do not need to return your proxy card. Telephone and Internet
voting are available 24 hours a day and will close at 11:59 P.M. Eastern Time on
Monday, December 29, 2014.
In Person - stockholders may vote
in person at the 2014 Annual Meeting. To vote in person, come to the 2014 Annual
Meeting and we will give you a ballot when you arrive.
The Board recommends that you
vote using one of the other voting methods, since it is not practical for most
stockholders to attend the 2014 Annual Meeting.
Shares of our common stock
represented by proxies properly voted that are received by us and are not
revoked will be voted at the 2014 Annual Meeting in accordance with the
instructions contained therein. If instructions are not given, such proxies will
be voted FOR election of each nominee for director named herein, and FOR
approval of the compensation of our named executive officers described in this
Proxy Statement. In addition, we reserve the
right to exercise discretionary authority to vote proxies, in the manner
determined by us, in our sole discretion, on any matters brought before the 2014
Annual Meeting for which we did not receive adequate notice under the proxy
rules promulgated by the Securities and Exchange Commission (SEC).
Street Name Stockholders
If you hold your shares in
street name through a stockbroker, bank or other nominee rather than directly
in your own name, you are considered the beneficial owner of such shares.
Because a beneficial owner is not a stockholder of record, you may not vote
these shares in person at the 2014 Annual Meeting unless you obtain a legal
proxy from the broker, bank or nominee that holds your shares, giving you the
right to vote those shares at the meeting. The Board recommends that you vote
using one of the other voting methods, since it is not practical for most
stockholders to attend the 2014 Annual Meeting.
If you hold your shares in
street name through a stockbroker, bank or other nominee rather than directly
in your own name, you can most conveniently vote by telephone, Internet or mail.
Please review the voting instructions on your voting instruction form.
Your proxy is revocable at any
time before it is voted at the 2014 Annual Meeting in any of the following three
ways:
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You may submit another properly completed proxy bearing a
later date. |
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You may send a written notice that you are revoking your
proxy to Zhu Xiaoying, our Chief Financial Officer, located in the Jinhua
City Industrial Zone, Jinhua, Zhejiang Province, China, 321016 or
to Kewa Luo located at Kandi Technologies Group, Inc., 230 Park Avenue, 10th
Floor, New York, NY 10169. |
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You may attend the 2014 Annual Meeting and vote in
person. However, simply attending the 2014 Annual Meeting will not, by
itself, revoke your proxy. |
Dissenters Right of Appraisal
Under Delaware General
Corporation Law and the Companys Certificate of Incorporation, stockholders are
not entitled to any appraisal or similar rights of dissenters with respect to
any of the proposals to be acted upon at the 2014 Annual Meeting.
Proxy Solicitation
We will pay for the entire cost
of soliciting proxies. In addition to these proxy materials, our directors and
employees may also solicit proxies in person, by telephone or by other means of
communication. Directors and employees will not be paid any additional
compensation for soliciting proxies. We may also reimburse brokerage firms,
banks and other agents for the cost of forwarding proxy materials to beneficial
owners.
Householding
SEC rules permit us to deliver a
single Notice of Internet Availability of Proxy Materials or, if applicable, a
paper copy of our annual report and proxy statement, to one address shared by
two or more of our stockholders. This delivery method is referred to as
householding and can result in significant cost savings. To take advantage of
this opportunity, we have delivered only one Notice of Internet Availability of
Proxy Materials or, if applicable, a paper copy of the annual report and proxy
statement, to multiple stockholders who share an address, unless we received
contrary instructions from the impacted stockholders prior to the mailing date.
If you received a householded mailing this year and you would like to have
additional copies of our Notice of Internet Availability of Proxy Materials or,
if applicable, additional copies of our annual report and proxy statement mailed
to you or you would like to opt out of this practice for future mailings,
contact Zhu Xiaoying, our Chief Financial Officer, at the Jinhua City Industrial
Zone, Jinhua, Zhejiang Province, China, 321016 or to Kewa Luo located at
Kandi Technologies Group, Inc., 230 Park Avenue, 10th Floor, New York, NY 10169.
We agree to deliver promptly, upon written or oral request, a separate copy of
this Proxy Statement and annual report to any stockholder at the shared address
to which a single copy of those documents were delivered.
Stockholder List
For at least ten days prior to
the meeting, a list of stockholders entitled to vote at the 2014 Annual Meeting,
arranged in alphabetical order, showing the address of and number of shares
registered in the name of each stockholder, will be open for examination by any
stockholder, for any purpose related to the 2014 Annual Meeting, during ordinary
business hours at our principal executive office. The list will also be
available for examination at the 2014 Annual Meeting.
Other Business
The Board is not aware of any
other matters to be presented at the 2014 Annual Meeting other than those
mentioned in this Proxy Statement and our accompanying Notice of Annual Meeting
of Stockholders. If, however, any other matters properly come before the 2014
Annual Meeting, the persons named in the accompanying proxy will vote in
accordance with their best judgment.
Proposals of Stockholders for 2015 Annual Meeting
Stockholder proposals will be
considered for inclusion in the Proxy Statement for the 2015 Annual Meeting in
accordance with Rule 14a-8 under Securities Exchange Act of 1934, as amended
(the Exchange Act), if they are received by the Company, on or before July 23,
2015.
Stockholders who intend to
present a proposal at the 2015 Annual Meeting of Stockholders without inclusion
of such proposal in our proxy materials for the 2015 Annual Meeting are required
to provide notice of such proposal not less than ninety (90) days nor more than
one hundred twenty (120) days prior to the one-year anniversary of the preceding
years annual meeting; provided, however, that if the date of the annual meeting
is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to
be timely must be so delivered, or mailed and received, not earlier than the one
hundred and twentieth (120th) day prior to such annual meeting, and not later
than the ninetieth (90th) day prior to such meeting or tenth (10th) day
following the day on which public disclosure of the date of such annual meeting
was first made. Therefore, stockholder proposals must be received by us no
earlier than September 1, 2015, but no later than October 1, 2015, and must
otherwise comply with the notice requirements set forth under all applicable
Exchange Act and SEC rules. The chairman of our 2015 Annual Meeting may refuse
to allow the transaction of any business or acknowledge the nomination of any
person not made in compliance with the requisite procedures.
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Stockholder notice shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on our books, of the
stockholder proposing such business, (iii) the class and number of shares of
Kandi, which are beneficially owned by the stockholder, (iv) any material
interest of the stockholder in such business and (v) any other information that
is required to be provided by the stockholder pursuant to Regulation 14A under
the Exchange Act, in his capacity as a proponent to a stockholder proposal.
A stockholders notice relating
to nomination for directors shall set forth as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a director: (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Kandi, which are beneficially owned by such person, (iv) a description
of all arrangements or understandings between the stockholder and each nominee
and any other person(s) (naming such person(s)) pursuant to which the
nominations are to be made by the stockholder and (v) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including without limitation
such persons written consent to being named in our Proxy Statement, if any, as
a nominee and to serving as a director if elected).
Proposals and notices of
intention to present proposals at the 2015 Annual Meeting should be addressed to
Zhu Xiaoying, our Chief Financial Officer, at the Jinhua City Industrial Zone,
Jinhua, Zhejiang Province, China, 321016.
Voting Results of 2014 Annual Meeting
Voting results will be published
in a Current Report on Form 8-K issued by us within four (4) business days
following the 2014 Annual Meeting.
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PROPOSAL 1 ELECTION OF DIRECTORS
Nominees
Our Bylaws provide that the Board
shall consist of not less than one (1) nor more than eleven (11) directors.
Vacancies on the Board may be filled only by persons elected by a majority of
the remaining directors. A director elected by the Board to fill a vacancy
(including a vacancy created by an increase in the Board) will serve for the
remainder of the one year term in which the vacancy occurred and until the
directors successor is elected and qualified. This includes vacancies created
by an increase in the number of directors.
Our Board currently consists of
seven (7) members. Each of our current directors will stand for re-election at
the 2014 Annual Meeting. All the nominees were previously elected by our
stockholders at the 2014 Annual Meeting.
If elected as a director at the
2014 Annual Meeting, each of the nominees will serve a one-year term expiring at
the 2015 Annual Meeting of Stockholders and until his successor has been duly
elected and qualified. Biographical information regarding each of the nominees
is set forth below. No family relationships exist among any of our director
nominees or executive officers.
Each of the nominees has
consented to serve as a director if elected. If any nominee should be
unavailable to serve for any reason (which is not anticipated), the Board may
designate a substitute nominee or nominees (in which event the persons named on
the enclosed proxy card will vote the shares represented by all valid proxy
cards for the election of such substitute nominee or nominees), allow the
vacancies to remain open until a suitable candidate or candidates are located,
or by resolution provide for a lesser number of directors.
Executive Officers and Directors
The following table sets forth
certain information regarding our executive officers and directors as of
November 14, 2014:
Name |
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Age |
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Position |
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Served From |
Hu Xiaoming |
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57 |
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Chairman of the Board,
President and Chief Executive Officer |
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June 2007 |
Zhu Xiaoying |
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43 |
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Chief Financial Officer,
Director |
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June 2007 |
Chen Liming (1), (2), (3) |
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77 |
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Director (Independent) |
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May 2012 |
Qian Jingsong |
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53 |
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Director |
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January 2011
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Ni Guangzheng (2), (3) |
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75 |
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Director (Independent) |
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November 2010
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Jerry Lewin (1) |
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59 |
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Director (Independent) |
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November 2010
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Henry Yu (1),(2),(3) |
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60 |
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Director (Independent) |
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July 2011
|
_________________________
(1) |
Member of Audit Committee |
(2) |
Member of Compensation Committee |
(3) |
Member of Nominating and Corporate Governance
Committee |
Biographical Information
Hu Xiaoming was appointed
as our Chief Executive Officer, President and Chairman of the Board in June
2007. Prior to joining the Company, from October 2003 to April 2005, Mr. Hu
served as the Project Manager (Chief Scientist) in the WX Pure Electric Vehicle
Development Important Project of Electro-vehicle in the State 863 Plan. From
October 1984 to March 2003, Mr. Hu served as: (i) Factory Director of the
Yongkang Instrument Factory, (ii) Factory Director of the Yongkang Mini Car
Factory, (iii) Chairman and General Manager of the Yongkang Vehicle Company,
(iv) General Manager of the Wan Xiang Electric Vehicle Developing Center and (v)
the General Manager of the Wan Xiang Battery Company. Mr. Hu personally owned 4
invention patents and 7 utility model patents, which he transferred to the
Company in fiscal year 2012. Mr. Hus experience as our Chief Executive Officer
and President, as well as Chairman of the Board, and extensive scientific and operational knowledge and expertise qualifies him to serve as
Chairman of the Board and led the Board to conclude that he should be nominated
to serve another term as a director.
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Zhu Xiaoying was appointed
as our Chief Financial Officer and a director of the Company in June 2007. In
addition, since September 2003, Ms. Zhu has served as Chief Financial Officer of
Zhejiang Kandi Vehicles Co., Ltd., our wholly-owned operating subsidiary. From
January 2000 to September 2003, Ms. Zhu served as the Accounting Manager for
Zhejiang Yonkang Automobile Manufacture Co. Ms. Zhu graduated from Hangzhou
Electronic Engineering University. Ms. Zhu acquired CIA certificate in 2010 and
EMBA certificate from Hong Kong Polytechnic University in 2011. Ms. Zhus
experience as our Chief Financial Officer and knowledge of current corporate
finance and accounting techniques and market activities qualifies her to serve
on our Board and led the Board to conclude that she should be nominated to serve
another term as a director.
Qian Jingsong was
appointed as a director of the Company on January 31, 2011. In addition, since
October 2009, Mr. Qian has served as Deputy General Manager of Zhejiang Kandi
Vehicles Co. Ltd., our wholly-owned operating subsidiary. Prior to joining the
Company, from October 2006 to October 2009, Mr. Qian served in multiple
capacities for Chery Karry Automobile, including Head of the Engineering
Construction Group (2006-2007), Vice Manager of the Q21 Project (2007),
Assistant General Manager of the Production Management and Integrated Management
Departments (2007-2009). During his tenure at Chery Karry Automobile, Mr. Qian
was in charge of quality assurance and participated in strategy, planning and
product development work for Chery mini-cars. From August 1999 to September
2006, Mr. Qian served as Deputy General Manager and Executive General Manager of
Anhui Huayang Auto Manufacturing Co., LTD, where he oversaw technical
improvement, product development, administrative personnel, and external
affairs. Mr. Qian received a degree in Professional Ordnance from the Aerospace
Staff University in Nanjing, China in 1983. Mr. Qians experience in the
automobile and mini-car industries and his expertise in quality assurance and
planning and product development qualifies him to serve on our Board and led the
Board to conclude that he should be nominated to serve another term as a
director.
Ni Guangzheng was
appointed as a director of the Company in November 2010. Mr. Ni is a permanent
member of the Chinese Society of Electrical Engineering, and, since 1998, has
served as the Deputy Director of Technical Committee & Director of EV
Research Institute of National ERC of Power Electronic Technology. Mr. Ni has
extensive experience in the areas of electro-technical and electrical
engineering. Mr. Ni has served as: Head of Department of Electrical Engineering
at Zhejiang University (1994 to 1998), Deputy Director of Electro-technical
Theory Committee of China Electro-Technical Society (1989 to 1993), Director of
the National ERC of Power Electronic Technology (1996 to 1998) and Deputy
Director of the Large Electrical Machine Committee of Chinese Society of
Electrical Engineering (1997 to 1999). Mr. Ni received his bachelor degree in
electrical machine and a masters degree in Electro-technology theory from Xian
Jiaotong University. Mr. Nis leadership skills and extensive engineering
experience, as well as his electrical and technical expertise, qualifies him to
serve on our Board and led the Board to conclude that he should be nominated to
serve another term as a director.
Jerry Lewin was appointed
as a director of the Company in November 2010. Jerry Lewin currently serves as
Senior Vice President of Field Operations for Hyatt Hotels Corporation and is
responsible for managing 35 hotels throughout the North American continent. Mr.
Lewin has been with Hyatt since 1987. In his capacity as Senior Vice President,
Mr. Lewin supervises a number of areas, including finance, sales and marketing,
public relations, customer service, engineering, and human resources. Mr. Lewin
serves as a member of the Hyatt Hotels Corporations Managing Committee and sits
on the board of directors of the New York City Hotel Association. Since July
2009, Mr. Lewin has served as a director of EFT Biotech Holdings, Inc. Mr. Lewin
currently serves as the President of the New York Law Enforcement Foundation and
as the President of the NY State Troopers PBA Signal 30 Fund. Mr. Lewin has
served in various management capacities for several hotel companies in San
Francisco, Oakland, Los Angeles, San Diego and Las Vegas. Mr. Lewin received his
Bachelor of Science degree from Cornell University and completed the Executive
Development Program at J.L. Kellogg Graduate School of Management at
Northwestern University. Mr. Lewins leadership skills and extensive management
experience qualifies him to serve on our Board and led the Board to conclude
that he should be nominated to serve another term as a director.
Henry Yu was appointed as
a director of the Company on July 1, 2011. Mr. Yu serves as a Managing Director
& Regional Manager of Global Financial Institutions (Asia) of Fifth Third
Bank. Prior to his current position, Mr. Yu served as Senior Vice President of
the East West Bank from July 2011 to September 2012. Prior to that, Mr. Yu
served as the President of Shanghai Bosun Capital Advisors in Shanghai, China
from January to June 2011. From January 2008 to December 2010, Mr. Yu served as
Head of Business Development at Standard Chartered Bank in China. From November
1999 to December 2007, Mr. Yu served as Managing Director of Global Trade
Solutions of SunTrust Bank in Atlanta, Georgia. From January 1995 to November
1999, Mr. Yu served as Group Vice President of Comerica Bank in Chicago,
Illinois. Mr. Yu started his banking career in 1981 with Bank of America in HK.
Currently, Mr. Yu serves as Chair of the Advisory Board of the National
Association of Chinese-Americans and serves as an Advisor to Chinas Federation
of Overseas Chinese. Mr. Yu is currently a member of the Foundation Board Trustees of Georgia Perimeter
College, board member of Georgia State Universitys China Task Force, and member
of the Asian Studies Board of the Kennesaw State University. From 2003 to 2007,
Mr. Yu held Series 7 and 62 Certifications from the Financial Industry
Regulatory Authority. Mr. Yu received his Bachelor of Arts degree in Economics
from the University of Michigan in 1978 and his MBA in Finance from the
University of Detroit in 1980. Mr. Yus leadership skills and extensive
financial experience qualifies him to serve on our Board and led the Board to
conclude that he should be nominated to serve another term as a director.
9
Chen Liming was appointed
as a director of the Company on May 1, 2012. Mr. Chen serves as an advisor to AA
Wind & Solar Energy Development Group, LLC. Prior to his current position,
from February 2009 to October 2010, Mr. Chen participated in a joint venture
with Mr. Qiu Youmin, the former designer of Geely Automobile Co., Ltd., and
assisted in the development of super mini three seat pure electric vehicles.
From June 2008 to July 2009, he participated in the development of Lithium Iron
Phosphate Battery with Shanghai Yuankai Group. Mr. Chen served as a Professor of
Electrical Engineering at Zhejiang University from 1983 to 1997. In addition,
Mr. Chen served as a visiting scholar in the Electrical Engineering Department
at Columbia University in New York City from 1981 to 1983 and as a professor in
Electrical Engineering at Zhejiang University from 1960 to 1981. Mr. Chen
received his bachelor degree from Southeast University in Jiangsu, China in
1960. Mr. Chens experience in the automobile and mini-car industries, extensive
electrical engineering experience and knowledge, and knowledge of current
corporate finance and accounting techniques and market activities qualifies him
to serve on our Board and led the Board to conclude that that he should be
nominated to serve another term as a director.
All directors hold office until
the next annual meeting of stockholders and until their successors have been
duly elected and qualified. There are no membership qualifications for
directors. There are no arrangements or understandings pursuant to which our
directors are selected or nominated.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
10
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank
Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) requires
that we provide our stockholders a non-binding, advisory vote to approve the
compensation of our named executive officers. This vote is sometimes referred to
as a say-on-pay vote. Although this advisory vote is nonbinding, the
Compensation Committee of our Board will review and consider the voting results
when making future decisions regarding our named executive officer compensation
and related executive compensation programs.
As described in more detail below
and in our Annual Report on Form 10-K, our executive compensation program is
comprised principally of salary, equity and performance-based cash compensation,
designed to: (i) attract, motivate and retain key executives who are critical to
our success, (ii) align the interests of our executives with stockholder value
and our financial performance and (iii) achieve a balanced package that would
attract and retain highly qualified senior officers and appropriately reflect
each such officers individual performance and contributions. In addition, the
Company regularly reviews its compensation program and the overall compensation
package paid to each of its senior executives to assess risk and to confirm that
the structure is still aligned with the Company's long-term strategic goals.
Before you vote on the resolution
below, please read the entire Executive Compensation section, including the
tables, together with the related narrative disclosure and footnotes, beginning
on page 17 of this Proxy Statement as well as the disclosures in our Annual
Report on Form 10-K.
For the reasons provided, the
Board is asking stockholders to cast a non-binding, advisory vote FOR the
following resolution:
RESOLVED, that stockholders
approve the compensation paid to our named executive officers as disclosed this
Proxy Statement pursuant to Item 402 of Regulation S-K (which includes the
Compensation Discussion and Analysis, compensation tables and related narrative
discussion).
THE BOARD RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS
DESCRIBED IN THIS PROXY STATEMENT.
11
CORPORATE GOVERNANCE
Leadership Structure and Role in Risk Oversight
Mr. Hu has served as Chairman of
the Board, President and Chief Executive Officer of the Company since June 2007.
Our Board continues to believe there are important advantages to Mr. Hu serving
in both roles at this time. Mr. Hu is the director most familiar with our
business and industry and is best situated to propose Board agendas and lead
Board discussions on important matters. Mr. Hu provides a strong link between
management and the Board, which promotes clear communication and enhances
strategic planning and implementation of corporate strategies. Another advantage
is the clarity of leadership provided by one person representing us to
employees, stockholders and other stakeholders. Further, four of our seven
current Board members have been deemed to be independent by our Board;
therefore, we believe our board structure provides sufficient independent
oversight of our management.
Our Board is responsible for
oversight of the Companys risk management practices while management is
responsible for the day-to-day risk management processes. In the Boards
opinion, this division of responsibilities is the most effective approach for
addressing the risks facing the Company. The Board receives periodic reports
from management regarding the most significant risks facing the Company. In
addition, the Audit Committee assists the Board in its oversight of our risk
assessment and risk management policies. Our Audit Committee is empowered to
appoint and oversee our independent registered public accounting firm, monitor
the integrity of our financial reporting processes and systems of internal
controls and provide an avenue of communication among our independent auditors,
management, our internal auditing department and our Board.
The Board has not named a lead
independent director.
Diversity
The Board does not have a formal
policy with respect to Board nominee diversity. However, in recommending
proposed nominees to the full Board, the Nominating and Corporate Governance
Committee considers diversity in the context of the Board as a whole and
considers personal characteristics (gender, ethnicity and age), skills and
experiences, qualifications and the background of current and prospective
directors as important factors in identifying and evaluating potential director
nominees, so that the Board, as a whole, will possess what the Board believes
are the appropriate skills, talent, expertise and backgrounds necessary to meet
the long-term interests of our stockholders and the goals and objectives of the
Company.
Director Independence
Our Board reviews each nominees
relationship with the Company in order to determine whether a director nominee
is independent pursuant to the listing rules of NASDAQ. Our Board has determined
that each of Jerry Lewin, Chen Liming, Henry Yu and Ni Guangzheng meets the
independence requirements and standards currently established by NASDAQ. All of
the members of each of the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee are independent as defined in
NASDAQ Rule 5605(a)(2).
As required under applicable
NASDAQ listing standards, in the 2013 fiscal year, our independent directors met
3 times in regularly scheduled executive sessions at which only our independent
directors were present.
Board Meetings and Committee Meeting; Annual Meeting
Attendance
During the year ended December
31, 2013, the Board held 4 meetings and acted through unanimous consent on 6
different occasions. In addition, the Audit Committee held 4 meetings; the
Nominating and Corporate Governance Committee held 1 meeting; and the
Compensation Committee held 1 meeting. During the year ended December 31, 2013,
each of the directors attended, in person or by telephone, more than 75% of the
meetings of the Board and the committees on which he or she served. We encourage
our Board members to attend our Annual Meetings, but we do not have a formal
policy requiring attendance. All of our then sitting Board members all attended
the 2013 Annual Meeting.
Audit Committee
The Audit Committee currently
consists of Henry Yu, Jerry Lewin and Chen Liming, each of whom is independent
under NASDAQ listing standards. Mr. Yu serves as Chairman of our
Audit Committee. The Board determined that each of Mr. Yu and Mr. Lewin
qualifies as an audit committee financial expert, as defined by Item 407 of
Regulation S-K and NASDAQ Rule 5605(a)(2). In reaching this determination, the
Board made a qualitative assessment of Mr. Yus and Mr. Lewins level of
knowledge and experience based on a number of factors, including formal
education and business experience.
12
The Audit Committee has been
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
Audit Committee is responsible for assisting the Board in fulfilling its
oversight responsibilities with respect to: (i) the financial reports and other
financial information provided by us to the public or any governmental body;
(ii) our compliance with legal and regulatory requirements; (iii) our systems of
internal controls regarding finance, accounting and legal compliance that have
been established by management and the Board; and (iv) our auditing, accounting
and financial reporting processes generally. In addition, the Audit Committee is
responsible for the appointment, retention, compensation and oversight of the
work of any registered public accounting firm employed by the Company (including
resolution of disagreements between management and the accounting firm regarding
financial reporting) for the purpose of preparing or issuing an audit report or
related work or performing other audit, review or other services. Any such
registered public accounting firm must report directly to the Audit Committee.
The Audit Committee has the ultimate authority and responsibility to evaluate
and, where appropriate, replace the registered public accounting firm. The Audit
Committees policy is to pre-approve all audit and non-audit services by
category, including audit-related services, tax services, and other permitted
non-audit services. In accordance with the policy, the Audit Committee regularly
reviews and receives updates on specific services provided by our independent
registered public accounting firm. All services rendered by Albert Wong &
Co. to the Company are permissible under applicable laws and regulations. During
fiscal year 2013, all services requiring pre-approval and performed by Albert
Wong & Co. were approved in advance by the Audit Committee in accordance
with the pre-approval policy. The Audit Committee operates under a written
charter, a copy of which is available on our website at
www.en.kandivehicle.com under the link Investor Relations.
Independent Public Accountants
The Audit Committee, in accordance with its charter and
authority delegated to it by the Board, has appointed Albert Wong & Co. to serve
as our independent registered public accounting firm for the fiscal year ending
December 31, 2014. Albert Wong & Co. has served as our independent registered
public accounting firm since June 26, 2009 and is considered by our Audit
Committee to be well qualified. Representatives of Albert Wong & Co. will be
present, by phone or in person, at the 2014 Annual Meeting. They will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
Principal Accounting Fees and Services
The following table represents
the aggregate fees from our principal accountant, Albert Wong & Co., and
other accounting related service providers for the years ended December 31, 2013
and 2012 respectively.
|
|
2013 |
|
|
2012 |
|
Audit Fees |
|
261,000 |
|
|
160,000 |
|
Audit Related Fees |
|
- |
|
|
20,000 |
|
All Other Fees |
|
9,330 |
|
|
7,700 |
|
TOTAL FEES |
|
270,330 |
|
|
187,700 |
|
Fees for audit services include
fees associated with the annual audit and reviews of our quarterly reports.
Audit-related fees mainly include the fees associated with the financial
instruments and assets evaluation, while all other fees include fees incurred
for services performed in connection with filing of tax returns and overhead
costs.
Compensation Committee
The Compensation Committee
currently consists of Chen Liming (Chairman), Henry Yu and Ni Guangzheng, each
of whom is independent under NASDAQ listing standards. Mr. Chen currently serves
as Chairman of our Compensation Committee. The Compensation Committee is
responsible for the administration of all salary, bonus and incentive
compensation plans for our officers and key employees. The Compensation
Committee reviews and, as it deems appropriate, recommends to the Board
policies, practices and procedures relating to the compensation of the officers
and other managerial employees and the establishment and administration of
employee benefit plans. It advises and consults with the officers of the Company
as may be requested regarding managerial personnel policies. The Compensation
Committee has the authority to engage independent advisors to assist it in
carrying out its duties. During fiscal year 2013, the Compensation Committee did
not engage the services of any independent advisors, experts or other third
parties. We believe that the functioning of our Compensation Committee complies
with, any applicable requirements of the NASDAQ Global Select Market and SEC
rules and regulations. The Compensation Committee operates under a written
charter, which is available on our website at www.en.kandivehicle.com
under the link Investor Relations.
Compensation Committee Interlocks and Insider Participation
in Compensation Decisions
All members of the Compensation
Committee are independent directors. No member of our Compensation Committee is
a current or former officer or employee of the Company or any of its
subsidiaries, and no director or executive officer of the Company is a director
or executive officer of any other corporation that has a director or executive
officer who is also a director of the Company.
13
Compensation Committee Report on Executive Compensation
The following report has been
submitted by the Compensation Committee of our Board of Directors:
The Compensation Committee of our
Board of Directors has reviewed and discussed our Compensation Discussion and
Analysis with management. Based on this review and discussion, the Compensation
Committee recommended to our Board of Directors that the Compensation Discussion
and Analysis be included in our definitive proxy statement on Schedule 14A for
our 2014 annual meeting, as filed with the Commission.
Compensation Committee of the Board of
Directors
Respectfully submitted,
Chen Liming
Henry Yu
Ni Guangzheng
The foregoing Compensation Committee Report does not
constitute soliciting material and shall not be deemed filed or incorporated by
reference into any other filing of our company under the Securities Act or the
Exchange Act, except to the extent we specifically incorporate this Compensation
Committee Report by reference therein.
Nominating and Governance Committee
The Nominating and Corporate
Governance Committee (the Nominating Committee) currently consists of Ni
Guangzheng (Chairman), Henry Yu and Chen Liming, each of whom is independent
under NASDAQ listing standards. During fiscal year ended 2013, Mr. Ni served as
Chairman of the Nominating Committee. The responsibilities of the Nominating
Committee include: (i) identifying individuals qualified to serve as directors
or fill any interim vacancies; (ii) recommending to the Board the selection of
director nominees for each meeting of the stockholders at which directors are
elected; (iii) advising the Board with respect to the composition, procedures
and committees of the Board; and (iv) considering any other corporate governance
issues that may arise from time to time, and developing appropriate
recommendations for the Board. In recommending nominees to the Board, the
Nominating Committee considers various criteria, including the ability of the
individual to meet the NASDAQ independence requirements, general business
experience, general financial experience, knowledge of the Companys industry
(including past industry experience), education, and demonstrated character and
judgment. The Nominating Committee uses its, as well as the entire Boards,
network of contacts when compiling a list of potential director candidates and
has the authority to engage outside consultants. The Nominating Committee will
consider director nominees recommended by a stockholder if the stockholder mails
timely notice to the Secretary of the Company at its principal offices, which
notice includes (i) the name, age and business address of such nominee, (ii) the
principal occupation of such nominee, (iii) a brief statement as to such
nominees qualifications, (iv) a statement that such nominee consents to his or
her nomination and will serve as a director if elected, (v) whether such nominee
meets the definition of an independent director under the NASDAQ listing
standards and (vi) the name, address, class and number of shares of capital
stock of the Company held by the nominating stockholder. Any person nominated by
a stockholder for election to the Board will be evaluated based on the same
criteria as all other nominees. The Nominating Committee operates under a
written charter, a copy of which was filed as an exhibit to a Current Report on
a Form 8-K, filed November 5, 2007 and is available on our website at
www.en.kandivehicle.com under the link Investor Relations.
Director Nomination Procedures
The Nominating Committee is
generally responsible for soliciting recommendations for candidates for the
Board, developing and reviewing background information for such candidates, and
making recommendations to the Board with respect to candidates for directors
proposed by stockholders. The nomination process involves a careful examination
of the performance and qualifications of each incumbent director and
potential nominees before deciding whether such person should be recommended for
nomination by the Nominating Committee and nominated by the Board. The Board
believes that the business experience of its directors has been, and continues
to be, critical to the Companys success. Directors should possess integrity,
independence, energy, forthrightness, analytical skills and commitment to devote
the necessary time and attention to the Companys affairs. Directors must
possess a willingness to challenge and stimulate management and the ability to
work as part of a team in an environment of trust.
14
In selecting candidates for
appointment or re-election to the Board, the Nominating Committee considers the
following criteria: (i) personal and professional ethics and integrity,
including a reputation for integrity and honesty in the business community; (ii)
experience as an executive officer of companies or as a senior leader of complex
organizations, including scientific, government, financial or technological
organizations; (iii) financial knowledge, including an understanding of finance,
accounting, the financial reporting process, and company measures for operating
and strategic performance; (iv) ability to critically and independently evaluate
business issues, contributing a diverse perspectives or viewpoints, and making
practical and mature judgments; (v) a genuine interest in the Company, and the
ability to spend the time required to make substantial contributions as a
director; and (vi) no conflict of interest or legal impediment that would
interfere with the duty of loyalty to the Company and its stockholders. In
addition, the Nominating Committee reviews the qualifications of the directors
to be appointed to serve as members of the Audit Committee to ensure that they
meet the financial literacy and sophistication requirements under the NASDAQ
rules and that at least one of them qualifies as an audit committee financial
expert under the rules of the SEC.
The Board will generally consider
all relevant factors, including, among others, each nominees applicable
expertise and demonstrated excellence in his or her field, the usefulness of
such expertise to the Company, the availability of the nominee to devote
sufficient time and attention to the affairs of the Company, the nominees
reputation for personal integrity and ethics, and the nominees ability to
exercise sound business judgment. Director nominees are reviewed in the context
of the existing membership of the Board (including the qualities and skills of
the existing directors), the operating requirements of the Company and the
long-term interests of its stockholders.
There were no arrangements or
understandings between any of our directors and any other person pursuant to
which any director was to be selected as a director or selected as a
nominee.
Family Relationships
No family relationships exist
among any of our current director nominees or executive officers.
Stockholder Communications
The Board welcomes communications
from our stockholders, and maintains a process for stockholders to communicate
with the Board. Stockholders who wish to communicate with the Board may send a
letter to the Chairman of the Board of Kandi Technologies Group, Inc., at Jinhua
City Industrial Zone, Jinhua, Zhejiang Province, Peoples Republic of China
321016. The mailing envelope must contain a clear notation indicating that the
enclosed letter is a Stockholder-Board Communication. All such letters should
identify the author as a security holder. All such letters will be reviewed by
the Chairman of the Board and submitted to the entire Board no later than the
next regularly scheduled Board meeting.
Code of Ethics
We have adopted a code of
ethics as defined by regulations promulgated under the Securities Act of 1933,
as amended, and the Exchange Act that applies to all of our directors and
employees worldwide, including our principal executive officer, principal
financial officer and principal accounting officer. A current copy of our Code
of Ethics is available on our website
(http://en.kandivehicle.com//default.aspx). A copy of our Code of Ethics
will be provided to you without charge upon written request to Zhu Xiaoying,
Chief Financial Officer, Kandi Technologies Group, Inc., Jinhua City Industrial
Zone, Jinhua, Zhejiang Province, Peoples Republic of China, 321016.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth
certain information provided to us by each of the following as of November 14,
2014 (unless otherwise indicated) regarding their beneficial ownership of our
common stock:
15
|
each person known by us to be the
beneficial owner of more than 5% of our common stock; |
|
|
|
each of our directors and named
executive officers; |
|
|
|
each of our officers and
directors who served in such capacity during 2013, but no longer served in
that capacity at the end of the fiscal year; and |
|
|
|
all of our directors and
executive officers as a group. |
Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting and
investment power with respect to the securities. Except as indicated by
footnote, and subject to applicable community property laws, the persons and
entities named in the table below have sole voting and sole investment power
with respect to the shares set forth opposite each persons or entitys
name.
|
|
Common Stock |
|
|
|
|
|
|
Beneficially Owned |
|
|
|
Number of |
|
|
Percent of |
|
Beneficial Owner |
|
Shares |
|
|
Class |
|
Excelvantage Group Limited
Jinhua City Industrial Zone Jinhua City, Zhejiang Province, China
321016 |
|
12,000,000 |
(1)
|
|
25.9% |
|
Hu Xiaoming |
|
12,938,077 |
(2) |
|
28.0% |
|
Zhu Xiaoying |
|
591,746 |
|
|
1.3% |
|
Henry Yu |
|
30,000 |
|
|
* |
|
Jerry Lewin |
|
30,000 |
|
|
* |
|
Chen Liming |
|
|
|
|
* |
|
Ni Guangzheng |
|
|
|
|
* |
|
Qian Jingsong |
|
4,000 |
|
|
* |
|
All executive officers and
directors as a group (7 persons) |
|
13,593,823 |
|
|
29.4% |
|
______________
* Less than one percent (1%) of outstanding
shares.
(1) |
On March 29, 2010, Hu Xiaoming, the Companys Chief
Executive Officer, President and Chairman of the Board, became the sole
stockholder of Excelvantage Group Limited. Through his position as the
sole stockholder in Excelvantage Group Limited, Mr. Hu has the power to
dispose of or direct the disposition of the shares of common stock he owns
in Excelvantage Group Limited. As a result, Mr. Hu may, under the rules of
the Securities and Exchange Commission, be deemed to be the beneficial
owner of the shares of common stock. |
|
|
(2) |
Includes (i) 938,077 shares owned directly by Mr. Hu and
(ii) 12,000,000 shares owned by Excelvantage Group Limited. As reflected
in note 3, Mr. Hu may be deemed to be the beneficial owner of these
shares. |
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Compensation (excluding Named Executive Officers)
The following table sets forth
certain information regarding the compensation earned by or awarded during the
2013 fiscal year to each of our non-executive directors:
16
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
Fees Earned |
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Deferred |
|
|
All Other |
|
|
|
|
|
|
or Paid in |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Compensation |
|
|
Compensation |
|
|
Total |
|
Name |
|
Cash ($)(2) |
|
|
($) (1)(2) |
|
|
($) |
|
|
($) |
|
|
Earnings |
|
|
($) |
|
|
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ni Guangzheng |
$ |
3,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qian Jingsong |
$ |
48,401 |
|
|
571,580 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
619,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry Yu |
$ |
24,000 |
|
|
31,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
55,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerry Lewin |
$ |
24,000 |
|
|
37,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
61,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chen Liming |
$ |
3,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,872 |
|
fiscal year to each of our non-executive directors:
_____________
(1) |
The amounts in these columns represent the aggregate
grant date fair value of stock awards granted to our non-named executive
officer directors during fiscal year ended December 31, 2013, in
accordance with ASC Topic 718. On December 30, 2013, the Compensation
Committee and the Board of Directors approved the grant of common stock to
certain executive officers and directors of the Company. The stock has
been granted, but not yet issued. The grant date fair value of each share
of common stock awarded was $11.95. |
|
|
(2) |
In setting director compensation, we consider the
significant amount of time that directors spend fulfilling their duties to
the Company, as well as the skill level required to serve as a director
and manage the affairs of the Company. Certain directors receive a monthly
fee as follows: (i) Ni Guangzheng receives a monthly fee of RMB 2,000
(approximately $323); (ii) Jerry Lewin receives a monthly fee of $2,000;
(iii) Henry Yu receives a monthly fee of $2,000; and (iv) Chen Liming
receives a monthly fee of RMB 2,000 (approximately $323). |
|
|
(3) |
As of the date of this report, the stock award listed
above for Mr. Qian Jingsong had been approved and granted, but not yet
issued. |
In connection with his
appointment to the Board of Directors in July 2011, the Board of Directors
authorized the Company to provide Mr. Yu with 5,000 shares of Company's
restricted common stock every six months, par value $0.001. Similarly, in July
2011, the Board of Directors authorized the Company to provide Mr. Lewin with
5,000 shares of Company's restricted common stock every six months, par value
$0.001. As of December 31, 2013, 20,000 shares of restricted common stock have
been issued to Mr. Lewin and Mr. Yu each.
The aggregate number of stock
options and restricted shares outstanding, as of December 31, 2013, for each of
our non-executive officer directors were as follows:
Name |
Options |
Restricted stock |
Qian Jingsong |
0 |
0 |
Henry Yu |
0 |
20,000 |
Chen Liming |
0 |
0 |
Ni Guangzheng |
0 |
0 |
Jerry Lewin |
0 |
20,000 |
EXECUTIVE COMPENSATION
General
Certain information concerning
our executive officers as of the date of this proxy statement is set forth
below. Officers are elected annually by the Board and serve at the discretion of
the Board.
17
Name |
|
Age |
|
Position With Our Company |
Hu Xiaoming |
|
57 |
|
Chairman of the Board,
President and Chief Executive Officer |
Zhu Xiaoying |
|
43 |
|
Chief Financial Officer |
Summary Compensation Table
The following table summarizes
the compensation earned during the years ended December 31, 2013 and 2012, by
those individuals who served as our Chief Executive Officer, or Chief Financial
Officer during any part of fiscal year 2013 or any other executive officer with
total compensation in excess of $100,000 during fiscal year 2013. The
individuals listed in the table below are referred to as the named executive
officers.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
Deferred |
|
|
All |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Plan |
|
|
Compensation |
|
|
Other |
|
|
|
|
|
|
|
|
|
Salary |
|
|
Bonus |
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Earnings |
|
|
Compensation |
|
|
Total |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Name and |
|
Year |
|
|
($) |
|
|
($) |
|
|
($)(3) |
|
|
($)(4) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Position |
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|
Hu Xiaoming (1) CEO,
President and Chairman of the Board |
|
2013 2012 2011 |
|
$ |
32,268 $ 31,646 $
30,895 |
|
|
|
|
$ |
1,428,945 |
|
$ |
$ 5,877 $
79,346 |
|
|
|
|
|
|
|
|
|
|
$ |
1,461,213 $ 37,523
$ 110,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhu Xiaoying (2) CFO
|
|
2013 2012 2011 |
|
$ |
24,201 $ 23,735 $
23,171 |
|
|
|
|
$ |
857,365 |
|
$ |
$ 3,820 $
51,575 |
|
|
|
|
|
|
|
|
|
|
$ |
881,566 $ 27,555
$ 74,746 |
|
(1) |
Mr. Hu was appointed as CEO and President of the Company
on June 29, 2007. |
(2) |
Ms. Zhu was appointed as CFO of the Company on June 29,
2007. |
(3) |
The amounts in this column reflect the aggregate grant
date fair value under FASB ASC Topic 718 of awards made during the
respective year. As of the date of this report, the stock awards to Mr. Hu
and Ms. Zhu had been granted, but not yet issued. |
(4) |
The amounts in this column reflect the aggregate grant
date fair value under FASB ASC Topic 718 of awards made during the
respective year. |
Narrative to Summary Compensation Table
In fiscal 2013, the primary
components of our executive compensation programs were base salary and equity
compensation. We use base salary to fairly and competitively compensate our
executives, including the named executive officers, for the jobs we ask them to
perform. We view base salary as the most stable component of our executive
compensation program, as this amount is not at risk. We believe that the base
salaries of our executives should be targeted at or above the median of base
salaries for executives in similar positions with similar responsibilities at
comparable companies, consistent with our compensation philosophy. At the end of
the year, each executives performance is evaluated by our Compensation
Committee which takes into account the individuals performance,
responsibilities of the position, adherence to our core values, experience, and
external market conditions and practices.
Omnibus Long-Term Incentive Plan (LTIP) Long Term Equity
Compensation
We believe it is a customary and
competitive practice to include an equity-based element of compensation to the
overall compensation package for our named executive officers. We believe that a
significant portion of the compensation paid to our named executive officers
should be performance-based and therefore at risk. Awards made are granted under
the Kandi Technologies Group, Inc. Omnibus Long-Term Incentive Plan (the
Plan). At our 2008 annual meeting of shareholders, our stockholders approved the adoption of the Plan, As of December
31, 2013, 3,410,163 options have been granted under the Plan to the
Company's employees and directors, of which 2,366,672 have been exercised, and
6,668 have been forfeited.
18
The Plan is intended to enhance
the Companys and its affiliates ability to attract and retain highly qualified
officers, directors, key employees and other persons, and to motivate such
officers, directors, key employees and other persons to serve the Company to
expend maximum effort to improve the business results and earnings of the
Company, by providing to such persons an opportunity to acquire or increase a
direct proprietary interest in the operations and future success of the Company.
To this end, the Plan provides for the grant of stock options, stock
appreciation rights, restricted stock, restricted stock units, unrestricted
stock and cash awards. Any of these awards may, but need not, be made as
performance incentives to reward attainment of annual or long-term performance
goals in accordance with the terms hereof. Stock options granted under the Plan
may be non-qualified stock options or incentive stock options. The stock options
vest ratably over three years and expire in ten years from the grant date.
The Compensation Committee, in
its sole discretion, designates who is eligible to receive awards, determines
the form of each award, determines the number of shares of stock subject to each
award, establishes the exercise price of each award and such other terms and
conditions applicable to the award as the Compensation Committee deems
appropriate. Options would become exercisable at such times as may be
established by the Compensation Committee when granting the award. No stock
option may be exercised more than ten years after the date the option is
granted.
Outstanding Equity Awards at 2013 Fiscal Year-End
The following table sets forth information regarding all
unexercised, outstanding equity awards held, as of December 31, 2013.
|
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Option Awards |
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|
Stock Awards |
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Equity |
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Incentive |
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Plan |
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Equity |
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|
Market |
|
|
Awards: |
|
|
Equity Incentive |
|
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|
|
|
|
Incentive Plan |
|
|
|
|
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|
Value of |
|
|
Number of |
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|
Plan Awards: |
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Number of |
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Number of |
|
|
Awards: |
|
|
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|
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|
Shares or |
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Unearned |
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|
Market or |
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|
Payout |
|
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|
Securities |
|
|
Securities |
|
|
Number of |
|
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|
|
|
|
|
Number |
|
|
Units of |
|
|
Shares, |
|
|
Value of |
|
|
|
Underlying |
|
|
Underlying |
|
|
Securities |
|
|
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|
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|
of Shares or |
|
|
Stock |
|
|
Units or |
|
|
Unearned |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Underlying |
|
|
Option |
|
|
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|
|
Units of |
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|
That |
|
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Other |
|
|
Shares, Units or |
|
|
|
Options |
|
|
Options |
|
|
Unexercised |
|
|
Exercise |
|
|
Option |
|
|
Stock That |
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|
Have Not |
|
|
Rights That |
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Other Rights |
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That |
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|
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(#) |
|
|
(#) |
|
|
Unearned |
|
|
Price |
|
|
Expiration |
|
|
Have Not |
|
|
Vested |
|
|
Have Not |
|
|
Have Not Vested |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Options (#) |
|
|
($) |
|
|
Date |
|
|
Vested (#) |
|
|
($) |
|
|
Vested (#) |
|
|
($) |
|
Hu Xiaoming(1)(3) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
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|
Zhu Xiaoying(2)(3) |
|
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|
$ |
|
|
|
|
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|
|
(1) |
Mr. Hu was appointed as CEO and President of the Company
on June 29, 2007. |
(2) |
Ms. Zhu was appointed as CFO of the Company on June 29,
2007. |
(3) |
On December 30, 2013, the Compensation Committee and the
Board approved the grant of common stock for 119,577 shares of common
stock to Mr. Hu and 71,746 to Ms. Zhu. These shares have not yet been
issued by the Company. |
(4) |
The grant date fair value of each share of common stock
awarded is $11.95, calculated in accordance with FASB Topic
718. |
Employment Agreements
We have employment agreements
with our named executive officers. The agreements provide an annual salary of
RMB 360,000 and RMB 240,000 for Mr. Hu and Ms. Zhu, respectively, with bonus to
be decided at the discretion of our Board at the year-end. The employment
agreements for Mr. Hu and Ms. Zhu each have a three (3) year term, ending on
June 9, 2017.
Potential Payments Upon Termination or Change of Control
Under Chinese law, we may only
terminate employment agreements without cause and without penalty by providing notice of non-renewal one month prior to the date on which the
employment agreement is scheduled to expire. If we fail to provide this notice
or if we wish to terminate an employment agreement in the absence of cause, as
defined in the agreement, then we are obligated to pay the employee one months
salary for each year we have employed the employee. We are, however, permitted
to terminate an employee for cause without penalty pursuant to the employment
agreement. If the named executive officer is not terminated for cause, the
Company will pay the executive officers salary as described above. Upon
termination, any unvested options are forfeited.
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as set forth below,
for fiscal year ended December 31, 2013, the Company was not involved in any
related party transactions.
In connection with the share
exchange transaction, which took place on June 29, 2007, between Stone Mountain
Resources, Inc., a Delaware corporation (Stone Mountain), Continental
Development Ltd, a Hong Kong corporation, and Excelvantage Group Limited, a
British Virgin Islands company, certain of the expenses incurred in the United
States in connection with the transaction were paid on behalf of Stone Mountain
by Ever Lotts Investment Limited (ELIL), an entity set up for this purpose by
certain shareholders of Stone Mountain. As of December 31, 2013 and 2012, ELIL
had paid $0 and $841,251, respectively, for expenses in connection with the
share exchange transaction.
The following table lists the
amounts due to ELIL as of December 31, 2013 and 2012.
|
|
2013 |
|
|
2012 |
|
ELIL(a) |
$ |
-- |
|
$ |
841,251 |
|
Total due to ELIL |
$ |
-- |
|
$ |
841,251 |
|
(a) This amount payable represents certain costs during share
exchange transaction, which were orally agreed to be borne by the former
shareholder - Ever Lotts Investment Limited (ELIL). The Company's previous
auditor determined that the amount should be represented as a payable, because
there was no written documentation underlying the oral agreement. However,
consistent with the Company's oral agreement, ELIL has never requested payment.
The Company recently tried to contact ELIL in order to put our oral agreement in
writing to release the Company's obligation for this payment, but we are unable
to reach ELIL. Given the fact that several years have passed since initially
recording the payable, combined with the lack of a payment claim by ELIL, the
Company believes that it is no longer required to record the amount as a
payable, because any potential, future claim would be barred by the applicable
statute of limitations. Therefore, the Company wrote off this amount to
non-operating income at the end of 2013.
PROCEDURES FOR APPROVAL OF RELATED PARTY TRANSACTIONS
In May 2014, we adopted a written
Management Policy of Related-Party Transaction (the Policy). According to the
Policy, a Related Transaction is any transaction, includes, but not limited
to, any financial transaction, arrangement, relationship (including any
indebtedness or guarantee of indebtedness) or any series of similar
transactions, arrangements or relationships, since the beginning of the
Companys last fiscal year, or any currently proposed transaction, and the
amount involved exceeds $120,000, and in which any related party had or will
have a direct or indirect material interest. The Policys definition of a
Related Party is in line with the definition set forth in the instructions to
Item 404(a) of Regulation S-K promulgated by the SEC.
Under the Policy, The Companys
proposed material related transaction with related person shall be submitted to
the Board for consideration and discussion after independent director presents
his/her approval opinion beforehand. The Audit Committee shall conduct audit on
the related transaction and develop a written opinion, and can engage
independent finance advisor to issue a report as a basis of its judgment, then
submit it to the Board. The Policy states that the Board meeting can be held as
long as non-affiliated directors over half of the Board attend, and any
resolution made by the Board must be approved by over half of non-affiliated
directors.
20
The Company should execute
written agreement when it conducts related transaction to specify its pricing
policy. Related transaction pricing of the Company should be fair and performed
according to government-set price, guidance prices of government, comparable
market price or fee standards of independent third party, or reasonable
composition price. Any related transaction between the Company and related
person shall be disclosed in the form of interim report, involving name of the
related person explanation on such related relationship, the related person's
interest in the transaction, including his or her position(s) or
relationship(s), and the approximate amount involved in the related transaction.
For daily related transaction,
the Company should conclude an agreement in writing with related person and
disclose pricing policy and its basis, method to determine range of trading
volume and other main terms, and report to the Audit Committee the total amount
involved in this agreement for its consideration and discussion.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934 requires that the Company's directors and executive
officers and persons who beneficially own more than ten percent (10%) of a
registered class of its equity securities, file with the SEC reports of
ownership and changes in ownership of its common stock and other equity
securities. Executive officers, directors, and greater than ten percent (10%)
beneficial owners are required by SEC regulation to furnish the Company with
copies of all Section 16(a) reports that they file. Based solely upon a review
of the copies of such reports furnished to us or written representations that no
other reports were required, the Company believes that, during fiscal year 2013,
all filing requirements applicable to its executive officers, directors, and
greater than ten percent (10%) beneficial owners were met, except for: (i) a
late Form 4 filing for Mr. Jerry Lewin, a member of our Board and (ii) a late
Form 4 filing for Mr. Henry Yu, a member of our Board. Each delinquent filer set
forth herein filed a Form 4 promptly upon discovery of the inadvertent
error.
21
AUDIT COMMITTEE REPORT
The Audit Committee has furnished
the following report on its activities during the fiscal year ended December 31,
2013. The report is not deemed to be soliciting material or filed with the
SEC or subject to the SECs proxy rules or to the liabilities of Section 18 of
the Exchange Act, and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing under the Securities Act or the
Exchange Act except to the extent that the Company specifically incorporates it
by reference into any such filing. The Audit Committee charter sets forth the
responsibilities of the Audit Committee. A copy of the Audit Committee charter
is available on our website at http://en.kandivehicle.com//default.aspx under
the links Investor RelationsCorporate Governance.
The primary function of the Audit
Committee is to assist the Board in its oversight and monitoring of our
financial reporting and auditing process. Management has primary responsibility
for our financial statements and the overall reporting process, including
maintaining effective internal control over financial reporting and assessing
the effectiveness of our system of internal controls. The independent registered
public accounting firm audits the annual financial statements prepared by
management, expresses an opinion as to whether those financial statements fairly
present our financial position, results of operations and cash flows in
conformity with U.S. generally accepted accounting principles, and discusses
with the Audit Committee any issues they believe should be raised with the Audit
Committee. These discussions include a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements. The Audit
Committee monitors our processes, relying, without independent verification, on
the information provided to it and on the representations made by management and
the independent registered public accounting firm.
The Audit Committee has reviewed
and discussed the audited financial statements with our management and
representatives of Albert Wong & Co., our independent registered public
accounting firm. The Audit Committee has discussed Albert Wong & Co.s
judgments as to the quality, not just the acceptability, of our accounting
principles and such other matters as are required to be discussed with the Audit
Committee by Statement on Auditing Standards No. 114 (which superseded Statement
on Auditing Standards No. 61), other standards of the Public Company Accounting
Oversight Board (United States), rules of the SEC, and other applicable
regulations. The Audit Committee also received the written disclosures and the
letter from Albert Wong & Co. required by applicable requirements of the
Public Company Accounting Oversight Board regarding the firms independence from
our management and has discussed with Albert Wong & Co. its independence.
The members of the Audit Committee considered whether the services provided by
Albert Wong & Co., for the year ended December 31, 2013, are compatible with
maintaining their independence. The Board has delegated to the Audit Committee
the authority to approve the engagement of our independent registered public
accounting firm.
Based upon its reviews and
discussions, the Audit Committee recommended to our Board that the audited
financial statements be included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2013 for filing with the SEC and the Board
approved that recommendation.
Henry Yu (Chairman)
Jerry
Lewin
Chen Liming
November 19, 2014
22
SUBMISSION OF SHAREHOLDER PROPOSALS
If you wish to have a proposal
included in our proxy statement and form of proxy for next years annual meeting
in accordance with Rule 14a-8 under the Exchange Act, your proposal must be
received by us at our principal executive office on or before July 23, 2015. A
proposal which is received after that date or which otherwise fails to meet the
requirements for shareholder proposals established by the SEC will not be
included. The submission of a shareholder proposal does not guarantee that it
will be included in the proxy statement.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed reports, proxy
statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SECs Public Reference Room at 100 F
Street, N.W., Washington, D.C. 20549. You may obtain information on the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website
that contains the reports, proxy statements and other information we file
electronically with the SEC. The address of the SEC website is
www.sec.gov.
You may request, and we will
provide at no cost, a copy of these filings, including any exhibits to such
filings, by writing or telephoning us at the following address: Attn: Zhu
Xiaoying, Chief Financial Officer, at the Jinhua City Industrial Zone, Jinhua,
Zhejiang Province, China, 321016. You may also access these filings at our web
site under the investor relations link at
http://en.kandivehicle.com//default.aspx.
ANNUAL REPORT
A copy of the Companys Annual
Report on Form 10-K for the year ended December 31, 2013, which has been filed
with the SEC pursuant to the 1934 Act, is included with this Proxy Statement.
Additional copies of this Proxy Statement and/or the Annual Report, as well as
copies of any Quarterly Report may be obtained without charge upon written
request to Kandi Technologies Group, Inc., Jinhua City Industrial Zone, Jinhua,
Zhejiang Province, Peoples Republic of China, 321016, or on the SECs internet
website at www.sec.gov.
YOUR VOTE IS IMPORTANT
You are cordially invited to
attend the 2014 Annual Meeting. However, to ensure that your shares are
represented at the meeting, please submit your proxy or voting instructions.
Please see the instructions on the proxy and voting instruction card. Submitting
a proxy or voting instructions will not prevent you from attending the 2014
Annual Meeting and voting in person, if you so desire, but will help the Company
secure a quorum and reduce the expense of additional proxy solicitation.
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
November 19, 2014 |
|
|
Hu Xiaoming |
|
Chairman of the Board, President and |
|
Chief Executive Officer
|
23
FORM OF PROXY
KANDI TECHNOLOGIES GROUP, INC.
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Kandi Technolgies (NASDAQ:KNDI)
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From Mar 2024 to Apr 2024
Kandi Technolgies (NASDAQ:KNDI)
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From Apr 2023 to Apr 2024