SEC Comment Letter for Kandi Technologies Group, Inc. (CIK 0001316517) — Jun 16, 2022
Kandi Technologies Group, Inc. (CIK 0001316517)
Date: June 16, 2022 · CIK: 0001316517 · Accession: 0000000000-22-006563
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File numbers found in text: 001-33997
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United States securities and exchange commission logo
June 16, 2022
Xiaoming Hu
President and Chief Executive Officer
Kandi Technologies Group, Inc.
Jinhua New Energy Vehicle Town
Jinhua, Zhejiang Province
People's Republic of China
Post Code 321016
Re:Kandi Technologies Group, Inc.
Form 10-K for the Year Ended December 31, 2021
Response dated May 19, 2022
File No. 001-33997
Dear Mr. Hu:
We have reviewed your May 19, 2022, response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
April 7, 2022, letter.
Form 10-K for the Year Ended December 31, 2021
General
1.As it appears your officers and directors are located in China, please revise to include a
separate Enforceability section (i.e., in addition to your disclosure on pages 2 and 27), to
disclose the difficulty of bringing actions and enforcing judgements against these
individuals. Refer to Item 101(g) of Regulation S-K.
FirstName LastNameXiaoming Hu
Comapany NameKandi Technologies Group, Inc.
June 16, 2022 Page 2
FirstName LastName
Xiaoming Hu
Kandi Technologies Group, Inc.
June 16, 2022
Page 2
Item 1
Business Introduction
Selected Condensed Consolidated Financial Schedule, page 8
2.We note your response to prior comment five. Please further revise your Form 10-K to
disclose a narrative of the cash management policies and procedures that dictate how
funds are transferred between your entities, including whether cash generated from one
subsidiary is used to fund another subsidiary's operations, and whether you have ever
faced or could face difficulties or limitations in your ability to transfer cash between
subsidiaries. Additionally revise your risk factors to describe relevant restrictions; for
example, and without limitation, the PRC Enterprise Income Tax law, regulation of loans
and direct investments, and restrictions on dividends.
CAC Review, page 12
3.Please revise this section to disclose how you determined no permissions or approvals
were required. If you relied on counsel, identify counsel and file an exhibit. If you did
not consult counsel, provide an explanation as to why you did not consult counsel. Please
expand or revise related risk factors as appropriate.
Permission and Approvals, page 12
4.We note your response to prior comment four. Please revise this section to describe each
permission or approval that you or your subsidiaries are required to obtain from Chinese
authorities to operate your business. State affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Item 1A
Risk Factors
Our auditor, Paris, Kreit & Chiu CPA LLP is headquartered in New York . . . . , page 26
5.We note your response to prior comments six and eleven. Please further revise your
disclosure to (i) reflect that the PCAOB has issued its report on December 16, 2021,
notifying the Commission of its determination that it is unable to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong, (ii) clearly
state whether your auditor is subject to the PCAOB's determinations, and (iii) disclose
whether you have been or expect to be identified by the Commission under the HFCAA
and what impact this may have on your ability to continue to offer securities.
FirstName LastNameXiaoming Hu
Comapany NameKandi Technologies Group, Inc.
June 16, 2022 Page 3
FirstName LastName
Xiaoming Hu
Kandi Technologies Group, Inc.
June 16, 2022
Page 3
Item 2
Properties, page 32
6.We note your response to prior comment 13. Please revise your disclosure to clarify what
is meant by "project completion acceptance" of your Hainan factory. Describe the
acceptance process, expected timing, and related risks to your manufacturing capacity.
Notes to Consolidated Financial Statements
Note 6 - Summary of Significant Accounting Policies
(v) Consolidation of variable interest entities, page F-19
7.We note your response to comment 16 and acknowledge the information provided on
pages 8 and 9. However, we reissue our comment. Please revise the notes to the financial
statements to include the disclosures required by ASC 810-10-50-3 regarding your
variable interest entity for the reported periods. At a minimum, ensure that you disclose
the carrying amount and classification of the VIE’s assets and liabilities included in the
consolidated financial statements, as well as qualitative information about the
relationship(s) between those assets and liabilities.
You may contact Melissa Gilmore at 202-551-3777 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Elizabeth F. Chen