ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Agreement and Plan of Merger and Reorganization
On
Subject to the terms and conditions of the Merger Agreement, upon completion of
the Redomicile Merger, each issued and outstanding share of Common Stock of the
Company shall be converted into the right to receive one validly issued, fully
paid and nonassessable ordinary share of Kandi BVI, and Kandi BVI shall issue to
each holder of such right that number of Kandi BVI ordinary Shares to which each
such holder is entitled. The 100 issued and outstanding shares of common stock,
par value
At the time when the Redomicile Merger is effective, which is after the
registration statement on Form F-4, as hereinafter defined by the
Additionally, at the Effective Time, Kandi BVI will adopt and assume the obligations of the Company under or with respect to certain contracts or agreements as described in the Merger Agreement. The contracts and agreements will become the obligations of Kandi BVI and will be performed in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated.
The affirmative vote of the holders of a majority of the issued outstanding shares of the Company's common stock entitled to vote is required to approve and adopt the Merger Agreement. The Board of Directors of the Company believes that the Redomicile Merger, to be effected by the Merger Agreement, is advisable and in the best interests of the Company and its shareholders.
Pursuant to the Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the Merger Agreement, and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption of the Merger Agreement by the Company's shareholders.
Immediately prior to the Effective Time, the directors and officers of the Company at such time will be elected or appointed as the directors and officers of Kandi BVI (to the extent the directors and officers of Kandi BVI and the Company are not already identical), each such person to have the same office(s) with Kandi BVI (and the same class designations and committee memberships in the case of directors) as he or she held with the Company, with the directors to serve until the earlier of the next meeting of Kandi BVI shareholders at which an election of directors is required for the class to which they have been elected or until their successors are elected or appointed (or their earlier death, disability or retirement).
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The Merger Agreement has been approved by the board of directors of each of Kandi, Kandi BVI and Merger Sub. The completion of the Redomicile Merger is subject to the required approval the Company's shareholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 filed by Kandi BVI related to the Redomicile Merger (the "Registration Statement on Form F-4"), and other customary closing conditions, pursuant to the Merger Agreement.
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Additional information about the Redomicile Merger and where to find it
In connection with the proposed Redomicile Merger, Kandi BVI filed with the
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.
Shareholders of the Company are urged to read the Registration Statement on Form
F-4 and the proxy statement/prospectus included therein and any other relevant
documents to be filed with the
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description 2.1 Agreement and Plan of Merger and Reorganization by and amongKandi Technologies Group, Inc. , aDelaware Corporation ,Kandi Technologies Group, Inc. , aBritish Virgin Islands Company , andKandi Technologies Merger Corp. , aDelaware Corporation , datedAugust 31, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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