Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Filed
by the Registrant
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þ
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Filed
by a Party other than the Registrant
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¨
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Check the
appropriate box:
¨ Preliminary Proxy
Statement
¨ Confidential, for Use
of the Commission only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy
Statement
¨ Definitive Additional
Materials
¨ Soliciting Material
Pursuant to §240.14a-12
KANDI TECHNOLOGIES,
CORP.
(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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¨
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities
to which transaction
applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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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 0-11(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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(1)
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Amount previously
paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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KANDI TECHNOLOGIES,
CORP.
Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China 321016
November
15, 2010
To the
Stockholders of Kandi Technologies, Corp.:
The
annual meeting of the stockholders (the “Meeting”) of Kandi Technologies, Corp.
(the “Company”) will be held on December 17, 2010 at 2:00 p.m., local time,
at the offices of K&L Gates LLP, 44th Floor, Edinburgh Tower, The Landmark,
15 Queen's Road Central, Hong Kong.
Details
of the business to be conducted at the Meeting are provided in the enclosed
Notice of Meeting of Stockholders and Proxy Statement, which you are urged to
read carefully.
On behalf
of the Board of Directors, I cordially invite all stockholders to attend the
Meeting. It is important that your shares be voted on the matters scheduled to
come before the Meeting. Whether or not you plan to attend the Meeting, I urge
you to vote your shares. For your convenience, we are providing three
ways in which you may vote your shares: (1) by internet, at www.proxyvote.com
and using the control number located on your proxy card; (2) by touch-tone
telephone, by dialing the toll-free telephone number located on your proxy card
and following the instructions; or (3) by mail, by executing and returning the
enclosed proxy card in the prepaid envelope provided. If you attend
the Meeting, you may revoke such proxy and vote in person if you wish. Even if
you do not attend the Meeting, you may revoke such proxy at any time prior to
the Meeting by executing another proxy bearing a later date or providing written
notice of such revocation to the Chairman of the Board of Directors of the
Company.
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Sincerely,
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/s/ Hu Xiaoming
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Hu
Xiaoming
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Chairman
and Chief Executive Officer
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Important Notice Regarding the
Availability of Proxy Materials for the annual meeting of stockholders to be
held on December 17, 2010: In accordance with rules and regulations
adopted by the Securities and Exchange Commission, we are now providing access
to our proxy materials, including the proxy statement, our Annual Report for the
2009 fiscal year and a form of proxy relating to the annual meeting, over the
internet. All stockholders of record and beneficial owners will have the ability
to access the proxy materials at www.proxyvote.com. These proxy materials are
available free of charge.
KANDI
TECHNOLOGIES, CORP.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To
be Held on December 17, 2010
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of Kandi
Technologies, Corp., a Delaware corporation (the “Company”), will be held at
2:00 p.m., local time, at the offices of K&L Gates LLP, 44th Floor,
Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong for the
following purposes:
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1.
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To elect a slate of nominees
consisting of Hu Xiaoming, Zhu Xiaoying, Zheng Mingyang, Yao Zhengming, Ni
Guangzheng, Jerry Lewin and Hu Wangyuan (each a “Nominee” and
collectively, the “Nominees”) to serve as directors of the
Company;
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2.
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To ratify the appointment of
Albert Wong & Co. as the Company’s independent registered public
accountants for fiscal year 2010;
and
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3.
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To consider and vote upon such
other matter(s) as may properly come before the Meeting or any
adjournment(s) thereof.
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The
Board of Directors recommends that you vote in favor of each
proposal.
Shareholders
of record as of the Record Date (as defined below) are entitled to notice of,
and to vote at, this Meeting or any adjournment or postponement
thereof.
WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE VOTE YOUR SHARES, SO THAT
A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS
IMPORTANT AND IN YOUR INTEREST FOR YOU TO VOTE YOUR SHARES. FOR YOUR
CONVENIENCE, WE HAVE PROVIDED THREE EASY METHODS IN WHICH YOU CAN VOTE YOUR
SHARES:
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By
Internet. Visit www.proxyvote.com and enter the control
number located on your proxy card.
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By Touch-Tone
Telephone. Dial the toll-free number found on your
proxy card and follow the simple
instructions.
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By
Mail. Simply return your executed proxy in the
enclosed postage paid envelope.
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THE
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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By
Order Of The Board Of Directors
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/s/ Hu Xiaoming
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Hu
Xiaoming
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Chairman
and Chief Executive Officer
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November
15, 2010
KANDI
TECHNOLOGIES, CORP.
Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China 321016
PROXY STATEMENT
GENERAL
INFORMATION
This
Proxy Statement and the accompanying proxy are being furnished with respect to
the solicitation of proxies by the Board of Directors of Kandi Technologies,
Corp., a Delaware corporation (the “Company” or “Kandi”) for the Annual Meeting
of the Stockholders (the “Meeting”) to be held at 2:00 p.m., local time, on
December 17, 2010 and at any adjournment or adjournments thereof, at the
offices of K&L Gates LLP, 44th Floor, Edinburgh Tower, The Landmark, 15
Queen's Road Central, Hong Kong.
The
approximate date on which the Proxy Statement and form of proxy are intended to
be sent or given to the stockholders is November 15, 2010. The proxy
material are also available free of charge on the internet at
www.proxyvote.com. The stockholder is invited to attend the
annual meeting to vote on the proposals described in this proxy
statement. However, the stockholder does not need to attend the
annual meeting to vote. Instead the stockholder may simply complete,
sign and return the proxy card, complete the proxy card online at
www.proxyvote.com, or vote by telephone by dialing the toll-free telephone
number located on the proxy card.
We will
bear the expense of solicitation of proxies for the Meeting, including the
printing and mailing of this Proxy Statement. We may request persons, and
reimburse them for their expenses with respect thereto, who hold stock in their
name or custody or in the names of nominees for others to forward copies of such
materials to those persons for whom they hold Common Stock (as defined below)
and to request authority for the execution of the proxies. In addition, some of
our officers, directors and employees, without additional compensation, may
solicit proxies on behalf of the Board of Directors personally or by mail,
telephone or facsimile.
VOTING
SECURITIES, VOTING AND PROXIES
Record
Date
Only
shareholders of record of our common stock, $.001 par value (the “Common
Stock”), as of the close of business on November 1, 2010 (the “Record Date”) are
entitled to notice and to vote at the Meeting and any adjournment or
adjournments thereof.
Voting
Stock
As of the
Record Date, there were 24,061,221 shares of Common Stock outstanding. Each
holder of Common Stock on the Record Date is entitled to one vote for each share
then held on the matter to be voted at the Meeting. No other class of voting
securities was then outstanding.
Quorum
The
presence at the Meeting of a majority of the outstanding shares of Common Stock
as of the Record Date, in person or by proxy, is required for a quorum. Should
you submit a proxy, even though you abstain as to the proposal, or you are
present in person at the Meeting, your shares shall be counted for the purpose
of determining if a quorum is present.
Broker
“non-votes” are included for the purposes of determining whether a quorum of
shares is present at the Meeting. A broker “non-vote” occurs when a nominee
holder, such as a brokerage firm, bank or trust company, holding shares of
record for a beneficial owner, does not vote on a particular proposal because
the nominee holder does not have discretionary voting power with respect to that
item and has not received voting instructions from the beneficial
owner.
Voting
The
election of directors requires the approval of a plurality of the votes cast at
the meeting. For purposes of the proposal, abstentions and broker “non-votes”
will have no effect on the outcome.
If you
are the beneficial owner, but not the registered holder of our shares, you
cannot directly vote those shares at the Meeting. You must provide voting
instructions to your nominee holder, such as your brokerage firm or
bank.
If you
wish to vote in person at the Meeting but you are not the record holder, you
must obtain from your record holder a “legal proxy” issued in your name and
bring it to the Meeting.
At the
Meeting, ballots will be distributed with respect to the proposal to each
shareholder (or the shareholder’s proxy if not the management proxy holders) who
is present and did not deliver a proxy to the management proxy holders or
another person. The ballots shall then be tallied, one vote for each share owned
of record, the votes being in three categories: “FOR,” “AGAINST” or
“ABSTAIN”.
Proxies
The form
of proxy solicited by the Board of Directors affords you the ability to specify
a choice among approval of, disapproval of, or abstention with respect to, the
matters to be acted upon at the Meeting. Shares represented by the proxy will be
voted and, where the solicited shareholder indicates a choice with respect to
the matter to be acted upon, the shares will be voted as specified. If no choice
is given, a properly executed proxy will be voted in favor of the
proposal.
Revocability
of Proxies
Even if
you execute a proxy, you retain the right to revoke it and change your vote by
notifying us at any time before your proxy is voted. Such revocation may be
affected by execution of a subsequently dated proxy, or by a written notice of
revocation, sent to the attention of the Secretary at the address of our
principal office set forth above in the Notice to this Proxy Statement or your
attendance and voting at the Meeting. Unless so revoked, the shares represented
by the proxies, if received in time, will be voted in accordance with the
directions given therein.
You are
requested, regardless of the number of shares you own or your intention to
attend the Meeting, to sign the proxy and return it promptly in the enclosed
envelope.
Interest
of Officers and Directors in Matters to Be Acted Upon
None of the officers or directors has
any interest in the matters to be acted upon.
Dissenters’ Right of
Appraisal
Under Delaware General Corporation Law
and the Company’s 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 Meeting.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
Kandi’s
Board is currently comprised of seven members. 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 shall serve for the remainder of
the term of that director and until the director’s successor is elected and
qualified. This includes vacancies created by an increase in the number of
directors.
The Board
has recommended for election Hu Xiaoming, Zhu Xiaoying, Zheng Mingyang, Yao
Zhengming, Ni Guangzheng, Jerry Lewin and Hu Wangyuan. If elected at the annual
meeting, these directors would serve until the end of their respective terms and
until their successors are elected and qualified, or until their earlier death,
resignation or removal.
Directors
are elected by a plurality of the votes present in person or represented by
proxy and entitled to vote at the annual meeting. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of Hu Xiaoming, Zhu Xiaoying, Zheng Mingyang, Yao Zhengming, Ni Guangzheng,
Jerry Lewin and Hu Wangyuan. In the event that any nominee should be unavailable
for election as a result of an unexpected occurrence, such shares will be voted
for the election of such substitute nominee as the Board may propose. Each of Hu
Xiaoming, Zhu Xiaoying, Zheng Mingyang, Yao Zhengming, Ni Guangzheng, Jerry
Lewin and Hu Wangyuan has agreed to serve if elected, and we have no reason to
believe that they will be unable to serve.
Our
directors and nominees, their ages, positions with Kandi Technologies, Corp.,
the dates of their initial election or appointment as director are as
follows:
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Name
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Position With the Company
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Age
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Director Since
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Hu Xiaoming
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Chief
Executive Officer, President and Chairman of the Board
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53
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June
2007
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Zhu
Xiaoying
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Chief
Financial Officer and Director
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39
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June
2007
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Hu
Wangyuan
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Vice
President and Director
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30
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June
2007
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Zheng
Mingyang (1)(2)(3)
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Director
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56
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June
2007
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Yao
Zhengming (1)(2)(3)
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Director
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52
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May
2008
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Ni
Guangzheng (2)(3)
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Director
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72
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Nominee
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Jerry
Lewin (1)
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Director
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55
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Nominee
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(1) Member of Audit Committee
(2)
Member of Compensation Committee
(3)
Member of Nominating and Corporate Governance Committee
Hu Xiaoming, our Chief
Executive Officer, President and Chairman of the Board, was the Chief Executive
Officer of Zhejiang Kandi Vehicles, Co., Ltd. (“Zhejiang Kandi”), our PRC-based
wholly-owned subsidiary, from March 2003 to November 2009. From June 2007 to
present, Mr. Hu was the Chief executive Officer of the Company. He was the
General Manager of the Yongkang Vehicle Company from October 1984 to March
2002.
Zhu Xiaoying, our Chief
Financial Officer and Director, was the Chief Financial Officer of Zhejiang
Kandi from September 2003 to November 2009. From June 2007 to present, Ms. Zhu
was the Chief Financial Officer of the Company. From January 2000 to September
2003, Ms. Zhu was the Accounting Manager for Zhejiang Yonkang Automobile
Manufacture Co.
Hu Wangyuan, our Vice
President and Director, was a Vice President at Zhejiang Kandi from November
2002 to June 2007. Mr. Hu received his MBA at Hong Kong Polytechnic University
in November 2002.
Zheng Mingyang, a Director
since June 2007, was the Vice President of Yongkang Automobile Manufacture Co.
from May 1992 to September 2003. Mr. Mingyang has been the acting General
Manager of Meng Deli Electric Appliance Company, Ltd since March 2003, and has
been a Director of Zhejiang Kandi Vehicles Company, Ltd since September
2003.
Yao Zhengming, a Director
since May 2008, has been the Director of the Development Bureau of the PRC from
January 2007 to present. Over the course of his career, Mr. Yao worked in
several capacities for the Chinese government, including as Vice Director of the
Finance Bureau in Yongkang (1988-1996), Director of Foreign Trade Bureau
(1996-1997), Director of the Communications Bureau (1998-2003) and Director of
the Science and Technology Bureau (January 2003-January 2007). Mr. Yao graduated
from the Zhejiang Institute of Finance and Economics in January
1980.
Ni Guangzheng, a Director
nominee, has been a Deputy Director of Technical Committee and Director of EV
Research Institute of National ERC of Power Electronic Technology since 1998.
Prior to that, he served as Head of Department of Electrical Engineering at
Zhejiang University from 1994 to 1998, Deputy Director of Electro-technical
Theory Committee of China Electro-Technical Society from 1989 to 1993, and was
the Director of the National ERC of Power Electronic Technology from 1996 to
1998. Prof. Ni was the Member of Education Ministry Instructing
Committee for Electro-Technical Courses of Colleges and Universities from 1990 –
2000, Head of Electromagnetic Field Teaching Association for Colleges and
Universities from 1996 to 2008, and Deputy Director of Large Electrical Machine
Committee of Chinese Society of Electrical Engineering from 1997 to 1999. Since
1964, Prof. Ni has taught more than 10 different undergraduate and graduate
courses in Xian Jiaotong University and Zhejiang University. He has supervised
more than 40 PhD and MS thesis and published 10 textbooks. He has published more
than 160 journal and conference papers, and held 1 patent. Prof. Ni
severed as the Chairman, Technical Program Committee, and International Advisory
committee in more than 10 conferences in the area of electromagnetics. Prof. Ni
has received several awards and prizes for his research work, among which the
“B-Spline FEM and BEM for Electrical Engineering” and “Numerical Computation
Theory and Methods for Inversed Problems of Eletromagnetic fields” had been
awarded first-class prize by the Ministry of Education in 1996 and 2007
respectively.
Jerry Lewin, a Director
nominee, is the Senior Vice President of Field Operations for Hyatt Hotels
Corporation and is responsible for 35 hotels throughout North
America. Mr. Lewin has been with Hyatt since 1987. In his
day-to-day operations, Mr. Lewin oversees finance, sales and marketing, public
relations, customer service, engineering, and human resources. Mr.
Lewin serves as a member of the corporation’s managing committee and sits on the
board of directors of the New York City Hotel Association. He is
President of The New York Law Enforcement Foundation and serves as President for
the NY State Troopers PBA Signal 30 Fund. He is also a past member of
the Board of Trustees of Metropolitan College. Mr. Lewin 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.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
EACH
OF HU XIAOMING, ZHU XIAOYING, ZHENG MINGYANG, YAO ZHENGMING, NI
GUANGZHENG,
JERRY LEWIN AND HU WANGYUAN
PROPOSAL
TWO
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
The Audit
Committee of the Board has appointed Albert Wong & Co. as the Company’s
independent registered public accountants for the fiscal year ending December
31, 2010. Services provided to the Company by our independent registered public
accountants in fiscal 2009 are described under “Audit-Related Matters—Auditor Fees
and Services,” below.
We are
asking our stockholders to ratify the selection of Albert Wong & Co. as our
independent registered public accountants. Although ratification is not required
by our Bylaws or otherwise, the Board is submitting the selection of Albert Wong
& Co. to our stockholders for ratification as a matter of good corporate
practice.
The
affirmative vote of the holders of a majority of shares represented in person or
by proxy and entitled to vote on this item will be required for approval.
Abstentions will be counted as represented and entitled to vote and will
therefore have the effect of a negative vote.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE
RATIFICATION
OF THE APPOINTMENT OF ALBERT WONG & CO. AS THE COMPANY’S
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2010
In the
event stockholders do not ratify the appointment, the appointment will be
reconsidered by the Audit Committee and the Board. Even if the selection is
ratified, the Audit Committee in its discretion may select a different
registered public accounting firm at any time during the year if it determines
that such a change would be in the best interests of the Company and our
stockholders.
CORPORATE
GOVERNANCE
Meetings
and Certain Committees of the Board
The Board
of Directors held nine meetings during fiscal year 2009. All current directors
attended, either in person or telephonically, all of the meetings of the Board
of Directors and Board committees of which they are members. We have an Audit
Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee.
Board
Committees
Audit
Committee
The Audit
Committee is currently comprised of Fong Heung Sang (Chair), Zheng Mingyang and
Yao Zhengming, each of whom are “independent” as defined by NASDAQ rules, which
is the independence standard that we have chosen to report under. Immediately
following the Meeting, assuming the election of the Nominees, the Audit
Committee will be comprised of Yao Zhengming (Chair), Zheng Mingyang and Jerry
Lewin each of whom will be “independent” as defined by NASDAQ rules. The Audit
Committee has an Audit Committee Charter, a copy of which was filed as an
exhibit to the Current Report on Form 8-K, filed by the Company on November 5,
2007. Fong Heung
Sang is the designated “financial expert” as defined by the Securities and
Exchange Commission’s (the “SEC”) rules implementing Section 407 of the
Sarbanes-Oxley Act of 2002, and immediately following the meeting, assuming the
election of the Nominees, Jerry Lewin will be the designated “financial expert.”
The Audit Committee is directly 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 Committee was
established on October 31, 2007. In 2009, the Audit Committee met five
times.
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
members of the Compensation Committee are Zheng Mingyang (Chair), Yao Zhengming
and Qian Min, all of whom are “independent” directors as defined by NASDAQ
rules, which is the independence standard that we have chosen to report under.
Immediately following the Meeting, assuming the election of the Nominees, the
Compensation Committee will be comprised of Zheng Mingyang (Chair), Yao
Zhengming and Ni Guangzheng, each of whom will be “independent” as defined by
NASDAQ rules. The Compensation Committee was established on October 31,
2007. In 2009, the Compensation Committee met one time. 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 also has such additional powers as may be conferred upon
it from time to time by the Board.
Nominating
and Governance Committee
Nominating
and Corporate Governance Committee (the “Nominating Committee”) is responsible
for preparing a list of candidates to fill the expiring terms of directors
serving on our Board of Directors. The Nominating Committee has a Nominating and
Corporate Governance Committee Charter, a copy of which was filed as an exhibit
to the Current Report on Form 8-K, filed by the Company on November 5, 2007. The
Nominating Committee submits the list of candidates to the Board of Directors
who determines which candidates will be nominated to serve on the Board of
Directors. The names of nominees are then submitted for election at our Annual
Meeting of Stockholders. The Nominating Committee also submits to the entire
Board of Directors, a list of nominees to fill any interim vacancies on the
Board of Directors resulting from the departure of a member of the Board of
Directors for any reason prior to the expiration of his term. In recommending
nominees to the Board of Directors, the Nominating Committee keeps in mind the
functions of this body. 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 Company’s industry (including past industry experience),
education, and demonstrated character and judgment. 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 nominee’s 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 of Directors will be
evaluated based on the same criteria as all other nominees. The Nominating
Committee also oversees our adherence to our corporate governance standards. The
members of the Nominating Committee are Qian Min (Chair), Zheng Mingyang and Yao
Zhengming. Immediately following the Meeting, assuming the election of the
Nominees, the Nominating Committee will be comprised of Ni Guangzheng (Chair),
Zheng Mingyang and Yao Zhengming, each of whom will be “independent” as defined
by NASDAQ rules. The Nominating Committee was established on October 31, 2007.
In 2009, the Nominating and Corporate Governance Committee met one
time.
Director
Nominations and Independence
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 nominated. The Board believes that the business
experience of its directors has been, and continues to be, critical to the
Company’s success. Directors should possess integrity, independence, energy,
forthrightness, analytical skills and commitment to devote the necessary time
and attention to the Company’s 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.
The Board
will generally consider all relevant factors, including, among others, each
nominee’s 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
nominee’s reputation for personal integrity and ethics, and the nominee’s
ability to exercise sound business judgment. Other relevant factors, including
age and diversity of skills, will also be considered. 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. The Board uses its
network of contacts when compiling a list of potential director candidates and
may also engage outside consultants (such as professional search
firms).
In
addition, the Board of Directors reviews each nominee’s relationship with the
Company in order to determine whether the nominee can be designated as
independent. The following members of our Board of Directors meet the
independence requirements and standards currently established by NASDAQ: Jerry
Lewin, Zheng Mingyang, Yao Zhengming and Ni Guangzheng.
Board
Leadership Structure and Risk Oversight
Our
Chairman of the Board is also our Chief Executive Officer and President. We
believe that by having this combined position, our Chief Executive
Officer/Chairman serves as a bridge between management and the Board, ensuring
that both act with a common purpose, and that the combined position facilitates
our focus on both long- and short- term strategies. Further, we
believe that the advantages of having a Chief Executive Officer/Chairman with
extensive knowledge of our company outweigh potential
disadvantages. Additionally, because four of our seven current Board
members have been deemed to be independent by our Board, we believe our board
structure provides sufficient independent oversight of our
management. Our Compensation Committee annually reviews our corporate
goals and presents our Chief Executive Officer’s compensation for Board
approval, and our bylaws also allow special meetings to be called by any
director, the President, Vice-President or Secretary. We do not have
a lead independent director.
We
administer our risk oversight function through our Audit Committee as well as
through our Board of Directors as a whole. 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 of
Directors.
Stockholder
Communications
The Board
of Directors welcomes communications from our stockholders, and maintains a
process for stockholders to communicate with the Board of Directors.
Stockholders who wish to communicate with the Board of Directors may send a
letter to the Chairman of the Board of Directors of Kandi Technologies, Corp.,
at Jinhua City Industrial Zone, Jinhua, Zhejiang Province, People’s 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 of Directors and submitted to the entire
Board of Directors no later than the next regularly scheduled Board of Directors
meeting.
Annual
Meetings
We have
no policy with respect to director attendance at annual meetings.
Compensation
of Directors
On
February 11, 2009, the Compensation Committee of the Board of Directors of the
Company approved the grant of stock options for 2,600,000 shares of common stock
to ten of the Company's employees and directors. The following table lists the
number of options each director granted:
|
Name
|
|
Options
|
|
|
Hu
Xiaoming
|
|
|
800,000 |
|
|
Zhu
Xiaoying
|
|
|
520,000 |
|
|
Hu
Wangyuan
|
|
|
500,000 |
|
|
Fong
Heung Sang *
|
|
|
20,000 |
|
|
Zheng
Mingyang
|
|
|
20,000 |
|
|
Yao
Zhengming
|
|
|
20,000 |
|
|
Qian
Min *
|
|
|
20,000 |
|
*
Not standing for re-election at the Meeting.
Retirement,
Post-Termination and Change in Control
We have
no retirement, pension, or profit-sharing programs for the benefit of directors,
officers or other employees, nor do we have post-termination or change in
control arrangements with directors, officers or other employees, but our Board
of Directors may recommend adoption of one or more such programs in the
future.
EXECUTIVE
OFFICERS
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 of
Directors and serve at the discretion of the Board.
|
Name
|
|
Age
|
|
Position With Our Company
|
|
Hu
Xiaoming
|
|
53
|
|
Chairman
and Chief Executive Officer
|
|
Zhu
Xiaoying
|
|
39
|
|
Chief
Financial Officer
|
Certain
Relationships and Related Transactions.
Transactions
with Related Persons
None.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our
common stock as of November 1, 2010 for each person known by us to be the
beneficial owner of more than 5% of our outstanding shares of common stock.
Unless otherwise indicated, we believe that all persons named in the table have
sole voting and investment power with respect to all shares of common stock
beneficially owned by them.
|
|
|
|
|
Amount and Nature of Beneficial Ownership (1)
|
|
|
Title of
Class
|
|
Name and Address of Beneficial Owner
|
|
Number
of Shares (2)
|
|
|
Percent of
Voting Stock (3)
|
|
|
Common
|
|
Excelvantage
Group Limited
|
|
|
12,000,000
|
|
|
|
49.87
|
%
|
|
Common
|
|
Tim
Ho Man
|
|
|
12,000,000
|
|
|
|
49.87
|
%
|
|
(1)
|
On November 1, 2010, there were
24,061,221 shares of our common stock outstanding. Each person named above
has sole investment and voting power with respect to all shares of the
common stock shown as beneficially owned by the person, except as
otherwise indicated below.
|
|
(2)
|
Under applicable rules
promulgated by the U. S. Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), a person is
deemed the “beneficial owner” of a security with regard to which the
person, directly or indirectly, has or shares (a) the voting power, which
includes the power to vote or direct the voting of the security, or (b)
the investment power, which includes the power to dispose or direct the
disposition of the security, in each case irrespective of the person’s
economic interest in the security. Under these SEC rules, a person is
deemed to beneficially own securities which the person has the right to
acquire within 60 days through (x) the exercise of any option or warrant
or (y) the conversion of another
security.
|
|
(3)
|
In determining the percent of our
common stock owned by a person (a) the numerator is the number of shares
of our common stock beneficially owned by the person, including shares the
beneficial ownership of which may be acquired within 60 days upon the
exercise of options or warrants or conversion of convertible securities,
and (b) the denominator is the total of (i) the 24,061,221 shares of our
common stock outstanding on November 1, 2010 and (ii) any shares of our
common stock which the person has the right to acquire within 60 days upon
the exercise of options or warrants or conversion of convertible
securities. Neither the numerator nor the denominator includes shares
which may be issued upon the exercise of any other options or warrants or
the conversion of any other convertible
securities.
|
As of
November 1, 2010, none of our officers or directors was a beneficial owner of
our common stock.
Change of Control
None.
Compensation
of Officers
None of
our executive officers received compensation in excess of $100,000 for the
fiscal years ended December 31, 2009 or 2008. The following table summarizes all
compensation received by our previous and current principal executive officer
and principal financial officer for the last two completed fiscal
years:
|
Name and
principal position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hu
Xiaoming,
CEO
and President (1)
|
|
2009
|
|
|
26,312 |
|
|
|
— |
|
|
|
— |
|
|
|
355,582 |
|
|
|
— |
|
|
|
381,894 |
|
|
|
|
2008
|
|
|
19,231 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhu
Xiaoying,
CFO
(2)
|
|
2009
|
|
|
17,542 |
|
|
|
— |
|
|
|
— |
|
|
|
231,128 |
|
|
|
— |
|
|
|
248,670 |
|
|
|
|
2008
|
|
|
16,939 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,939 |
|
(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.
As of as
of December 31, 2009, the Company did not have any “Grants of Plan-Based
Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and
Stock Vested,” “Pension Benefits,” “Non-Equity Incentive Plan Compensation” or
“Nonqualified Deferred Compensation.” Nor did the Company have any
“Post-Employment Payments” to report.
Compensation
Committee Interlocks and Insider Participation in Compensation
Decisions
The
members of the Compensation Committee are Zheng Mingyang (Chair), Yao Zhengming
and Qian Min, all of whom are “independent” directors as defined by NASDAQ
rules. None of the members of the Compensation Committee was or is an
officer or employee of the Company. During the fiscal year ended
December 31, 2009, none of the Company’s executive officers served on the Board
of Directors or compensation committee of any other entity whose executive
officers served on either the Company’s Board or Compensation Committee.
Employment
Agreements
While we
do have employment agreements with our executive officers, the salary for our
executive officers is at the discretion of our Board of Directors. Mr. Hu
Xiaoming’s employment agreement provides for an annual salary of RMB 180,000.
Ms. Zhu Xioying’s employment agreement provides for an annual salary of RMB
120,000. Both employment agreements are for ten year terms, ending June 9,
2014.
Outstanding
Equity Awards at Fiscal Year-End
As of
December 31, 2009, there were no outstanding equity awards to the named
executive officers requiring tabular disclosure.
Compliance with Section 16(a) of the
Exchange Act
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 2009, all filing requirements applicable to its executive officers,
directors, and greater than ten percent (10%) beneficial owners were
met.
Arrangements
or Understandings
There was
no arrangement or understanding between any of our directors and any other
person pursuant to which any director was to be selected as a
director.
Involvement
in Certain Legal Proceedings
During
the past ten (10) years, none of the current directors or executive officers has
been involved in any legal proceedings that are material to the evaluation of
their ability or integrity.
Family
Relationships
Hu
Wangyuan, a Company Vice President, is the son of our Chairman and Chief
Executive Officer, Hu Xiaoming.
Changes
in Accountants
Effective
on June 26, 2009, the Company’s Board of Directors, upon recommendation of
the Audit Committee, dismissed Weinberg & Company P.A., the Company’s former
independent auditor (the “Former Auditor”).
The
Former Auditors’ audit report on the Company’s consolidated financial statements
for each of the past two fiscal years, did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the Company’s past two fiscal years and through the subsequent interim period
preceding the Former Auditor’s dismissal on June 26, 2009, (a) there were
no disagreements between the Company and the Former Auditors on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the Former Auditors, would have caused the Former Auditors to make reference to
the subject matter of the disagreement in connection with its report; and (b) no
reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation
S-K have occurred.
The
Company engaged Albert Wong & Co. (the “New Auditor”) as its new independent
auditor, effective on or about June 26, 2009. During the Company’s two fiscal
years and subsequent interim period preceding June 26, 2009, the Company had not
consulted with the New Auditors regarding the application of accounting
principles to a specified transaction, either completed or proposed, or any of
the matters or events set forth in Item 304(a)(2) of Regulation
S-K.
All of
the audit services described below were approved by our Board of Directors prior
to rendering of services by our independent accountants. The Board of Directors
has determined that the payments made to our independent accountants for these
services are compatible with maintaining such auditor's
independence.
Audit-Related
Matters—Auditor Fees and Services
Audit Fees. The aggregate fees
for each of the last two completed fiscal years rendered by the principal
accountant, Albert Wong & Co., and Weinberg & Company, P.A., for our
audits of our annual financial statements and interim reviews of our financial
statements included in our filings with Securities and Exchange Commission on
Form 10-Ks and 10-Qs, as well as services performed in conjunction with our
filing of the registration statement on Form S-8, and services that are normally
provided by the accountant in connection with statutory and regulatory filings,
or engagements for those years were approximately:
|
|
|
2009
|
|
|
2008
|
|
|
Audit
Fees
|
|
$
|
85,000
|
|
|
$
|
270,402
|
|
|
Audit
Related Fees
|
|
|
-
|
|
|
$
|
1,556
|
|
|
All
Other Fees
|
|
$
|
8,000
|
|
|
$
|
3,250
|
|
|
TOTAL
FEES
|
|
$
|
93,000
|
|
|
$
|
275,208
|
|
Representatives
of the principal accountants for the current year and for the most recently
completed fiscal year:
a.
Are not expected to be present at the Meeting;
b.
Will have the opportunity to make a statement if they desire to do so;
and
c.
Are not expected to be available to respond to appropriate
questions.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
Accountant
The Audit
Committee may delegate pre-approval authority to one or more of its members. The
member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Audit Committee at its next
scheduled meeting.
All
services rendered by Albert Wong & Co. and Weinberg & Company, P.A. to
the Company are permissible under any applicable laws and regulations. During
2009, all services performed by Albert Wong & Co. were approved in advance
by the Audit Committee in accordance with the pre-approval
policy.
Compensation
Committee Report
The
Compensation Committee has reviewed the Compensation Discussion and Analysis and
discussed that analysis with management. Based on its review and discussions
with management, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in the
Company's 2010 Proxy Statement. This report is provided by the following
directors, who comprise the Compensation Committee.
|
|
Zheng
Mingyang
|
|
|
Yao
Zhengming
|
|
|
Qian
Min
|
Audit
Committee Report
The Audit
Committee has reviewed and discussed the audited financial statements with our
management. The Audit Committee has discussed with our independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards, AU Section 380). The Audit
Committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1,
and has discussed with the independent auditors the independent auditors'
independence. Additionally, the Audit Committee has reviewed fees charged by the
independent auditors and has monitored whether the non-audit services provided
by its independent auditors are compatible with maintaining the independence of
such auditors. Based upon its reviews and discussions, the Audit Committee
recommended to our Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2009 for filing with the SEC and the Board approved that
recommendation.
|
|
Fong
Heung Sang
|
|
|
Zheng
Mingyang
|
|
|
Yao
Zhengming
|
Delivery
of Documents to Shareholders Sharing an Address
Only one
Proxy Statement is being delivered to two or more security holders who share an
address, unless the Company has received contrary instruction from one or more
of the security holders. The Company will promptly deliver, upon written or oral
request, a separate copy of the Proxy Statement to a security holder at a shared
address to which a single copy of the document was delivered. If you would like
to request additional copies of the Proxy Statement, or if in the future you
would like to receive multiple copies of information or proxy statements, or
annual reports, or, if you are currently receiving multiple copies of these
documents and would, in the future, like to receive only a single copy, please
so instruct the Company, by writing to us at Jinhua City Industrial Zone,
Jinhua, Zhejiang Province, People’s Republic of China 321016.
Submission
of Shareholder Proposals
If you
wish to have a proposal included in our proxy statement and form of proxy for
next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act,
your proposal must be received by us at our principal executive offices on or
before June 17, 2011. 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.
Other
Matters
As of the
date of this Proxy Statement, the Board of Directors has no knowledge of any
business which will be presented for consideration at the Meeting other than the
Election of the Directors. Should any other matter be properly presented, it is
intended that the enclosed proxy will be voted in accordance with the best
judgment of the persons voting the proxies.
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. The public may read and copy any materials that we have filed with
the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains the reports, proxy and information
statements and other information regarding Kandi that we have filed
electronically with the SEC. The address of the SEC’s Internet site is
http://www.sec.gov.
Annual
Report
A copy of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2009,
which has been filed with the SEC pursuant to the 1934 Act, is being mailed to
you along 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, Corp.,
Jinhua City Industrial Zone, Jinhua, Zhejiang Province, People’s Republic of
China, 321016, or on the SEC’s internet website at www.sec.gov.
|
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
November
15, 2010
|
/s/ Hu Xiaoming
|
|
|
Hu
Xiaoming
|
|
|
Chairman
and Chief Executive Officer
|
PROXY
KANDI
TECHNOLOGIES, CORP.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held on December 17, 2010
The
stockholder(s) whose signature(s) appear(s) on the reverse side of this proxy
form hereby appoint(s) Hu Xiaoming and Zhu Xiaoying, INDIVIDUALLY or any of them
as proxies, with full power of substitution, and hereby authorize(s) them to
represent and vote all shares of Common Stock of the Company which the
stockholder(s) would be entitled to vote on all matters which may come before
the Annual Meeting of Stockholders to be held at 2:00 p.m., local time, at the
offices of K&L Gates LLP, 44th Floor, Edinburgh Tower, The Landmark, 15
Queen's Road Central, Hong Kong.
This
proxy will be voted in accordance with the instructions indicated on the reverse
side of this card. If no instructions are given, this proxy will be voted FOR
the proposals and in the proxies’ discretion upon such other business as may
properly come before the meeting and any adjournments or postponements
thereof.
(To
Be Signed on Reverse Side.)
Please
date, sign and mail your proxy card in the
envelope
provided as soon as possible.
â Please detach along
perforated line and mail in the envelope provided. â
FOR
THE MATTER SET FORTH BELOW, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
MATTER SUBMITTED. PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE INK AS SHOWN HERE x
|
1.
|
ELECTION OF
DIRECTORS.
|
Hu
Xiaoming, Zhu Xiaoying, Zheng Mingyang, Jerry Lewin, Ni Guanghzheng, Yao
Zhengming, and Hu Wangyuan
¨ FOR all nominees, listed above
(except as specified below).
¨ WITHHOLD AUTHORITY to vote for all
nominees listed above.
|
2.
|
RATIFICATION OF ALBERT WONG &
CO. AS INDEPENDENT AUDITOR FOR KANDI TECHNOLOGIES, CORP. FOR THE YEAR
2010:
|
¨ FOR ratification of the independent
auditor.
¨ AGAINST ratification of independent
auditor.
¨ ABSTAIN.
INSTRUCTIONS:
TO WITHHOLD AUTHORITY FOR ANY INDICATED NOMINEE, WRITE THE
NAME(S)
OF THE NOMINEE(S) IN THE SPACE PROVIDED:
Signature
of
Stockholder
Date:
Signature
of
Stockholder
Date:
NOTE:
Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
KANDI
TECHNOLOGIES, CORP.
Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China 321016
**Important
Notice Regarding the Availability of Proxy Materials**
for
the
2010
Annual Meeting of Stockholders
to
Be Held on
December 17,
2010
The
proxy statement and annual report on Form 10-K are available at
https://materials.proxyvote.com/483709
|
Meeting
Information
|
How
to Vote
|
|
|
|
|
Date:
|
December
17, 2010
|
To
vote, simply complete and mail the proxy card or follow the instructions
included with the proxy materials to vote by telephone or
internet. Alternatively, you may elect to vote in person at the
annual meeting. You will be given a ballot when you
arrive.
|
|
Time:
|
2:00
p.m. local
time
|
|
|
Location:
|
K&L
Gates LLP
|
|
|
|
44th
Floor, Edinburgh Tower
|
|
|
|
The
Landmark
|
|
|
|
15
Queen's Road Central
|
|
|
|
Hong
Kong
|
|
Voting
Items
The Board
of Directors recommends you vote FOR the following
proposals:
|
|
1.
|
Election of seven directors for a
term of one year or until the next annual meeting of
stockholders
|
Zhu
Xiaoying
Zheng
Mingyang
Jerry
Lewin
Yao
Zhengming
Ni
Guangzheng
Hu
Wangyuan
|
|
2.
|
Ratification of Audit Committee’s
appointment of Albert Wong & Co. as the Company’s independent
registered public accountants for fiscal year
2010
|