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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/29/23 Kandi Technologies Group, Inc. 8-K:5 12/27/23 10:208K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 5: R1 Cover HTML 45K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- ea190906-8k_kanditech_htm XML 14K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.LAB XBRL Labels -- kndi-20231227_lab XML 96K 4: EX-101.PRE XBRL Presentations -- kndi-20231227_pre XML 64K 2: EX-101.SCH XBRL Schema -- kndi-20231227 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001213900-23-099885-xbrl Zip 17K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 27, 2023
i KANDI TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-33997 | i 90-0363723 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification) |
i Jinhua New Energy Vehicle Town
(Address of principal executive offices)
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock | i KNDI | i NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 27, 2023, Kandi Technologies Group, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Shareholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”). Holders of 82,382,089 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 94.13% of the total outstanding shares of common stock and therefore constituting a quorum of more than a majority of the shares outstanding and entitled to vote at the Annual Meeting as of the record date of November 6, 2023. The final voting result for each matter submitted to a vote of shareholders at the meeting are as follows. Except for proposal 3 below, broker Non-votes are not counted.
Proposal 1: Approval of the Merger Agreement and the Plan of Merger
Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve the merger agreement and plan of merger, to merge with and into Kandi Technologies Group, Inc., a company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company (“Kandi BVI”), with Kandi BVI as the surviving company upon the merger becoming effective, and whereby each issued and outstanding share of the common stock of the Company will be converted into the right to receive one ordinary share of Kandi BVI. Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 44,227,116 | 5,169,869 | 136,052 | |||||||||
Proposal 2: Election of Directors
The following seven individuals were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified. Broker Non-votes of 32,849,052 shares are not counted.
| FOR | WITHHELD | |||||||
| HU XIAOMING | 48,457,599 | 1,075,438 | ||||||
| DONG XUEQIN | 48,764,450 | 768,587 | ||||||
| WANG LIN | 48,656,165 | 876,872 | ||||||
| CHEN LIMING | 48,078,254 | 1,454,783 | ||||||
| LIN YI | 47,766,229 | 1,766,808 | ||||||
| JERRY LEWIN | 47,753,237 | 1,959,800 | ||||||
| HENRY YU | 48,115,310 | 1,417,727 | ||||||
Proposal 3: Ratification of the appointment of ARK Pro CPA & Co. as Independent Auditor
The shareholders ratified the appointment of ARK Pro CPA & Co. as the Company’s independent auditor for the fiscal year ending December 31, 2023. Broker Non-votes of 32,849,052 shares are counted.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 80,512,703 | 1,349,157 | 520,229 | |||||||||
Proposal 4: An Amendment to the Certificate of Incorporation
Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from one hundred million (100,000,000) shares of common stock to three hundred million (300,000,000) shares of common stock, and to correspondingly increase the number of authorized shares of preferred stock from ten million (10,000,000) shares to thirty million (30,000,000). Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 44,694,810 | 4,665,473 | 172,754 | |||||||||
Proposal 5: Advisory Vote on Compensation of Named Executive Officers
The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. Broker Non-votes of 32,849,052 shares are not counted.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 48,045,973 | 1,086,842 | 400,222 | |||||||||
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KANDI TECHNOLOGIES GROUP, INC. | ||
| Date: December 29, 2023 | By: | /s/ Dong Xueqin |
| Name: | Dong Xueqin | |
| Title: | President and Chief Executive Officer | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/23 | ||||
| Filed on: | 12/29/23 | |||
| For Period end: | 12/27/23 | DEF 14A | ||
| 11/6/23 | ||||
| 12/31/22 | 10-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 Kandi Technologies Group, Inc. F-4MEF 2/08/24 4:110K EdgarAgents LLC/FA |