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SEC Company Response from Kandi Technologies Group, Inc. (CIK 0001316517) — Jun 30, 2022

Kandi Technologies Group, Inc. (CIK 0001316517)
Date: June 30, 2022 · CIK: 0001316517 · Accession: 0001213900-22-036381

AI Filing Summary & Sentiment

File numbers found in text: 001-33997

Referenced dates: April 7, 2022, June 16, 2022

Date
June 30, 2022
Author
Hu Xiaoming
Form
CORRESP
Company
Kandi Technologies Group, Inc. (CIK 0001316517)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Re: Kandi Technologies Group, Inc. Form 10-K for the Year Ended December 31, 2021 Response dated May 19, File No. 001-33997

Dear Ms. Angelini,

This letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated June 16, 2022 (the “Comment Letter”) to Kandi Technologies Group, Inc. (the “Company” or “Kandi”) regarding Form 10-K for the Year Ended December 31, 2021 (the “Form 10-K for 2021”).

This letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below, followed by the responses of the Company.

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.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 2 and has added a separate Enforceability section on page 14 of the revised Amendment No. 1 of the Form 10-K (the “Revised Amendment”) which is furnished hereto as Annex A. Once the comments are cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the Commission publicly.

Kandi Technologies Group, Inc.

Jinhua New Energy Vehicle Town

Jinhua, Zhejiang Province

People’s Republic of China

Item

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.

Response: In response to the comment, the Company has revised its disclosure on pages 11, 28 and 30 of the Revised Amendment.

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.

Response: The Company relied on its counsel in China. A copy of the opinion from such counsel with its consent to include its name in the filing is contained as an exhibit to the Revised Amendment. In response to the comment, the Company has revised its disclosure on pages 13 and 24 of the Revised Amendment.

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.

Response: In response to the Staff’s comment, the Company confirmed that it has listed all the material permissions or approvals KNDI and its subsidiaries have. In addition, the Company has revised its disclosure on page 12 of the Revised Amendment.

Kandi Technologies Group, Inc.

Jinhua New Energy Vehicle Town

Jinhua, Zhejiang Province

People’s Republic of China

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.

Response: In response to the Staff’s comment, the Company points the Staff to page 26 of the Revised Amendment that issue (ii) and issue (iii) have been clearly disclosed. In addition, the Company has revised its disclosure to add a paragraph reflecting the report issued by PCAOB on December 16, 2021 and its potential impact on the Company on page 26 of the Revised Amendment.

Item

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.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 33 and F-24 of the Revised Amendment.

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.

Response: In response to the Staff’s comment, the Company has revised its disclosure throughout the financial statement and added a foot note on pages F-19 – F-21 and F-39 – F-40 of the Revised Amendment.

Kandi Technologies Group, Inc.

Jinhua New Energy Vehicle Town

Jinhua, Zhejiang Province

People’s Republic of China

We thank the Staff for your review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at hxm@kandigroup.com, or Elizabeth Fei Chen of Pryor Cashman LLP, the outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

Very truly yours,
By:
/s/
Hu Xiaoming

Show Raw Text
CORRESP
1
filename1.htm

Kandi
Technologies Group, Inc.

Jinhua
New Energy Vehicle Town

Jinhua,
Zhejiang Province

People’s
Republic of China

June
30, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E

Washington,
DC 20549

Attn:
Jennifer Angelini

    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
Ms. Angelini,

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated June 16,
2022 (the “Comment Letter”) to Kandi Technologies Group, Inc. (the “Company” or “Kandi”) regarding
Form 10-K for the Year Ended December 31, 2021 (the “Form 10-K for 2021”).

This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth in bold below, followed by the responses of the Company.

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.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on page 2 and has added a separate Enforceability section on page 14 of
the revised Amendment No. 1 of the Form 10-K (the “Revised Amendment”) which is furnished hereto as Annex A. Once the comments
are cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the Commission publicly.

Kandi
Technologies Group, Inc.

Jinhua
New Energy Vehicle Town

Jinhua,
Zhejiang Province

People’s
Republic of China

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.

Response: In response to the
comment, the Company has revised its disclosure on pages 11, 28 and 30 of the Revised Amendment.

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.

Response: The Company relied
on its counsel in China. A copy of the opinion from such counsel with its consent to include its name in the filing is contained as an
exhibit to the Revised Amendment. In response to the comment, the Company has revised its disclosure on pages 13 and 24 of the Revised
Amendment.

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.

Response: In response to the
Staff’s comment, the Company confirmed that it has listed all the material permissions or approvals KNDI and its subsidiaries have.
In addition, the Company has revised its disclosure on page 12 of the Revised Amendment.

    2

Kandi
Technologies Group, Inc.

Jinhua
New Energy Vehicle Town

Jinhua,
Zhejiang Province

People’s
Republic of China

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.

Response: In response to the
Staff’s comment, the Company points the Staff to page 26 of the Revised Amendment that issue (ii) and issue (iii) have been clearly
disclosed. In addition, the Company has revised its disclosure to add a paragraph reflecting the report issued by PCAOB on December 16,
2021 and its potential impact on the Company on page 26 of the Revised Amendment.

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.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 33 and F-24 of the Revised Amendment.

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.

Response: In response to the
Staff’s comment, the Company has revised its disclosure throughout the financial statement and added a foot note on pages F-19 –
F-21 and F-39 – F-40 of the Revised Amendment.

    3

Kandi Technologies Group, Inc.

Jinhua New Energy Vehicle Town

Jinhua, Zhejiang Province

People’s Republic of China

We
thank the Staff for your review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at hxm@kandigroup.com,
or Elizabeth Fei Chen of Pryor Cashman LLP, the outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/
    Hu Xiaoming

    Name:
    Hu Xiaoming

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei
    Chen, Esq.

    4

Annex
A

(The Form 10-K/A is currently subject to the Staff
review which is not filed publicly until all the proposed amended disclosure is cleared of the comments from the Staff.)

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K/A

Amendment No. 1

(Mark
One)

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2021

or

☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ________ to ________

Commission
file number 001-33997

KANDI
TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in charter)

    Delaware

    90-0363723

    (State
    or other jurisdiction of

    (I.R.S.
    Employer

    incorporation
    or organization)

    Identification
    No.)

    Jinhua
    New Energy Vehicle Town

    Jinhua, Zhejiang Province

    People’s Republic of China

    321016

    (Address
    of principal executive offices)

    (Zip
    Code)

(86
- 579) 82239856

(Registrant’s telephone number, including area code)

Jinhua
City Industrial Zone, Jinhua, Zhejiang Province, People’s Republic of China 321016

(Former
name, former address and former fiscal year, if changed since last report)

Securities
registered pursuant to Section 12(b) of the Act:

    Title
    of each class

    Trading
    Symbol(s)

    Name
    of each exchange on which registered

    Common
    Stock

    KNDI

    NASDAQ Global
    Select Market

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐  No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒   No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large
    accelerated filer
    ☐
    Accelerated
    filer
    ☒

    Non-accelerated
    filer
    ☐
    Smaller
    reporting company
    ☒

    Emerging
    growth company
    ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

The
aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2021, the last business
day of the registrant’s second fiscal quarter, was approximately $365,214,591.

The
number of shares of common stock issued and outstanding as of March 10, 2022 was 77,395,130 and 76,256,345, respectively.

DOCUMENTS
INCORPORATED BY REFERENCE:

None.

Explanatory Note

Kandi Technologies Group, Inc. is filing this
Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend and supplement the Form 10-K for the year ended December 31, 2021,
filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 15, 2022 (the “Form 10-K”),
to agree with the Company’s responses to the SEC Staff’s comments dated April 7, 2022 and June 16, 2022. The supplementary
disclosure does not affect any numbers in our financial statements contained in the Form 10-K.

This Amendment does not reflect events occurring
after the filing of the Form 10-K, does not update disclosures contained in the Form 10-K. Accordingly, this Amendment should be read
in conjunction with our other filings made with the Commission subsequent to the filing of the Form 10-K, including any amendments to
those filings. Capitalized terms not otherwise defined have the meanings ascribed to them in the Form 10-K.

TABLE
OF CONTENTS

    PART
    I

    1

    Item
    1.
    Business.

    2

    Item
    1A.
    Risk Factors.

    15

    Item
    1B.
    Unresolved
    Staff Comments.

    31

    Item
    2.
    Properties.

    32

    Item
    3.
    Legal
    Proceedings.

    34

    Item
    4.
    Mine
    Safety Disclosures.

    34

    PART
    II

    35

    Item
    5.
    Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase Equity Securities.

    35

    Item
    6.
    [Reserved]

    36

    Item
    7.
    Management’s
    Discussion and Analysis of Financial Condition and Results of Operations.

    36

    Item
    7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.

    46

    Item
    8.
    Financial
    Statements and Supplementary Data.

    F-1

    Item
    9.
    Changes
    In and Disagreements With Accountants on Accounting and Financial Disclosure.

    47

    Item
    9A.
    Controls
    and Procedures.

    47

    Item
    9B.
    Other
    Information.

    47

    Item
    9C.
    Disclosure
    Regarding Foreign Jurisdictions that Prevent Inspections.

    47

    PART
    III

    48

    Item
    10.
    Directors,
    Executive Officers and Corporate Governance.

    48

    Item
    11.
    Executive
    Compensation.

    51

    Item