United States securities and exchange commission logo





                             October 26, 2021

       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.
                                                            Registration
Statement on Form F-4
                                                            Filed September 29,
2021
                                                            File No. 333-259881

       Dear Mr. Hu:

              We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4

       Cover Page

   1.                                                   We note your disclosure
that you are not a Chinese operating company but a British
                                                        Virgin Islands (BVI)
holding company with operations conducted by your subsidiaries
                                                        and through contractual
arrangements with a variable interest entity (VIE) based in
                                                        China. Please revise to
disclose that this structure involves unique risks to investors.
                                                        Explain whether the VIE
structure is used to replicate foreign investment in Chinese-
                                                        based companies where
Chinese law prohibits direct foreign investment in the operating
                                                        companies, and disclose
that investors may never directly hold equity interests in the
                                                        Chinese operating
company. Please revise your disclosure acknowledging that Chinese
 Xiaoming Hu
FirstName LastNameXiaoming
Kandi Technologies Group, Inc.Hu
Comapany
October 26,NameKandi
            2021      Technologies Group, Inc.
October
Page 2 26, 2021 Page 2
FirstName LastName
         regulatory authorities could disallow this structure to indicate that
the value of your
         securities could become worthless as a result. Provide a
cross-reference to your detailed
         discussion of risks facing the company and the offering as a result of
this structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in China
and Hong Kong.
         Your disclosure should address how recent statements and regulatory
actions by China   s
         government, such as those related to the use of VIEs and data security
or anti-monopoly
         concerns, has or may impact the company   s ability to conduct its
business, accept foreign
         investments, or list on an U.S. or other foreign exchange. Your
prospectus summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIE when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as "we" or "our"
when describing
         activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in
         which investors are acquiring their interest.
Summary, page 11

4.       Disclose clearly that the company uses a structure that involves a VIE
based in China and
         what that entails and provide early in the summary a diagram of the
company   s corporate
         structure, including who the equity ownership interests are of each
entity. Describe all
         contracts and arrangements through which you purport to obtain
economic rights and
         exercise control that results in consolidation of the VIE   s
operations and financial results
         into your financial statements. Identify clearly the entity in which
investors are acquiring
         their interest and the entities in which the company   s operations
are conducted. Describe
         the relevant contractual agreements between the entities and how this
type of corporate
         structure may affect investors and the value of their investment,
including how and why
         the contractual arrangements may be less effective than direct
ownership and that the
         company may incur substantial costs to enforce the terms of the
arrangements. Disclose
         the uncertainties regarding the status of the rights of the BVI
holding company with
         respect to its contractual arrangements with the VIE, its founders and
owners, and the
         challenges the company may face enforcing these contractual agreements
due to
         uncertainties under Chinese law and jurisdictional limits.
5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
and Hong Kong
         poses to investors. In particular, describe the significant
regulatory, liquidity, and
         enforcement risks with cross-references to the more detailed
discussion of these risks in
         the prospectus/proxy statement. For example, specifically discuss
risks arising from the
         legal system in China, including risks and uncertainties regarding the
enforcement of laws
         and that rules and regulations in China can change quickly with little
advance notice; and
 Xiaoming Hu
FirstName LastNameXiaoming
Kandi Technologies Group, Inc.Hu
Comapany
October 26,NameKandi
            2021      Technologies Group, Inc.
October
Page 3 26, 2021 Page 3
FirstName LastName
         the risk that the Chinese government may intervene or influence your
operations at any
         time, or may exert more control over offerings conducted overseas
and/or foreign
         investment in China-based issuers, which could result in a material
change in your
         operations and/or the value of your securities. Acknowledge any risks
that any actions by
         the Chinese government to exert more oversight and control over
offerings that are
         conducted overseas and/or foreign investment in China-based issuers
could significantly
         limit or completely hinder your ability to offer or continue to offer
securities to investors
         and cause the value of such securities to significantly decline or be
worthless.
6.       Disclose each permission that you, your subsidiaries, and your VIE are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, and your VIE are covered by
permissions requirements
         from the CSRC, CAC, or any other entity that is required to approve of
the VIE   s
         operations, and state affirmatively whether you have received all
requisite permissions
         and whether any permissions have been denied.
7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
8.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating
         schedule   depicting the financial position, cash flows and results of
operations for the
         parent, the consolidated variable interest entities, and any
eliminating adjustments
         separately   as of the same dates and for the same periods for which
audited consolidated
         financial statements are required. Highlight the financial statement
information related to
         the variable interest entity and parent, so an investor may evaluate
the nature of assets
         held by, and the operations of, entities apart from the variable
interest entity, which
         includes the cash held and transferred among entities.
Risk Factors, page 14

9.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of your VIE structure do
not comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         shares may decline in value or become worthless if you are unable to
assert your
 Xiaoming Hu
FirstName LastNameXiaoming
Kandi Technologies Group, Inc.Hu
Comapany
October 26,NameKandi
            2021      Technologies Group, Inc.
October
Page 4 26, 2021 Page 4
FirstName LastName
         contractual control rights over the assets of your PRC subsidiaries
that conduct all or
         substantially all of your operations.
10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
11.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
12.      Please revise the references to cigarette and vaping products on page
21 or advise how
         these are relevant to your business.
Merger, page 24

13.      The statement that "the Company is one of China   s leading producers
and manufacturers
         of electric vehicle products (through the Affiliate Company, formerly
defined as the JV
         Company)," does not appear to reflect your sale of the Affiliate
Company. Please revise
         to reflect your current operations.
Proposal 3: Ratification of Independent Auditor, page 49

14.      Please update proposal 3 and other references throughout the
prospectus to reflect your
         newly-appointed auditor. Please also revise the risk factor on page 23
to clarify how these
         risks apply to each of your former auditor and newly-appointed
auditor, as appropriate.
Where You can Find More Information, page 67

15.      Please revise your disclosure to specifically incorporate by reference
your current
         report on Form 8-K filed October 15, 2021. Please also revise the
consent of Marcum
         Bernstein & Pinchuk LLP filed as exhibit 23.1 to cover the
incorporation by reference of
         its letter filed as an exhibit to the Form 8-K. Refer to the
Instructions of Form F-4
         pursuant to which you are electing to provide information and Rule 439
of Regulation C.
Item 21
Exhibits and Financial Statement Schedules, page II-1

16.      Please include a form of proxy card marked as    preliminary    in
your next amendment.
 Xiaoming Hu
Kandi Technologies Group, Inc.
October 26, 2021
Page 5
General

17.   We note that your Articles of Association include an exclusive
jurisdiction provision
      establishing the courts of the British Virgin Islands as the exclusive
forum for certain
      litigation, including any "derivative action." Please revise the
prospectus to describe this
      provision and disclose, both in the prospectus and Articles, whether it
applies to actions
      arising under the U.S. federal securities laws. If the provision applies
to claims under the
      U.S. federal securities laws, please also revise your prospectus to state
that there is
      uncertainty as to whether a court would enforce such provision and that
investors cannot
      waive compliance with the federal securities laws and the rules and
regulations
      thereunder. In addition, provide risk factor disclosure regarding the
potential risks to
      investors including, but not limited to, increased costs to bring a claim
and that these
      provisions can discourage claims or limit investors    ability to bring a
claim in a judicial
      forum that they find favorable.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,
FirstName LastNameXiaoming Hu
                                                            Division of
Corporation Finance
Comapany NameKandi Technologies Group, Inc.
                                                            Office of
Manufacturing
October 26, 2021 Page 5
cc:       Elizabeth F. Chen
FirstName LastName