Overview





We are one of the leading manufacturers of EV products (through Kandi Hainan and
the Affiliate Company), EV parts and off-road vehicles in China. For the year
ended December 31, 2019, we recognized total revenue of $ 135,741,336 as
compared to $112,438,828 for the year ended December 31, 2018, an increase of $
23,302,508 or 20.7%. In 2019, we recorded $ 25,430,909 of gross profit, an
increase of 25.6% from 2018. Gross margin for the year ended December 31, 2019
was 18.7%, compared to 18.0% for the year ended December 31, 2018. We recorded a
net loss of $7,188,727 in 2019 compared to a net loss of $5,694,699 in 2018, an
increase of net loss of $1,494,028 or 26.2%.



The current subsidy standard is provided for in the Circular on Further
Improving the Subsidy Policies for the Promotion and Application of New Energy
Vehicles, which was jointly promulgated by the Ministry of Finance, the Ministry
of Science and Technology, the Ministry of Industry and Information Technology
and the National Development and Reform Commission in 2019. The current subsidy
standard reduces the amount of national subsidies and cancels local subsidies,
resulting in a significant reduction in the total subsidy amount as compared to
2018. We believe the new subsidy standard presents both challenges and
opportunities to the Company. In the past few years, although the government had
a strong support policy for new energy vehicles, the unstable subsidy policy and
the unpredictable timing of receiving such subsidies have exerted tremendous
pressure on the Company's cash flow. Currently, in order to adapt to the new
subsidy standard, the Affiliate Company is making full use of Geely's resources
and developing new models with goals to be independent of the government's
subsidies and have strong competitiveness at the same time. On January 13, 2020,
the Affiliate Company hosted a launch ceremony to celebrate the release of its
first production electric vehicle: the Maple Model 30X (or Maple 30X) at its
Jiangsu subsidiary. On April 13, 2020, the Maple 30x was revealed in an online
brand launch ceremony and was available for immediate pre-order. Through the
equity transfer of the Affiliate Company, although our share of the Affiliate
Company decreased to 22%, we believe our 22% share of income from the Affiliate
Company will exceed our 50% share of income before the equity transfer.



We are working on developing new business partners and clients for our products
to reduce our dependence on existing customers and is focusing our new business
development efforts on EV parts and intelligent transportation products.



On March 4, 2019, in order to build a logistics network composed of suppliers,
manufacturers, warehouses, distribution centers and channel providers, meeting
the needs of improving production and operation efficiency, the Company
participated in the formation of Zhejiang Kandi Supply Chain Management Co.,
Ltd. ("Supply Chain Company"). Kandi Vehicles has a 10% ownership interest in
Supply Chain Company, the remaining 90% is owned by unrelated other parties.
Through centralized purchasing from Supply Chain Company, the Company can reduce
the purchasing cost by 3% to 5%.



The COVID-19 will affect the company's business performance in 2020. However,,
the extent to which the COVID-19 impacts our operations will depend on future
developments, which are highly uncertain and cannot be predicted with
confidence, including the duration of the outbreak, new information which may
emerge concerning the severity of the coronavirus and the actions to contain the
coronavirus or treat its impact, among others.



The Company originally planned to export 2,000 to 5,000 units electric vehicles
to the U.S. in 2020, but due to the COVID-19 pandemic in the first half of 2020,
the plan should be adjusted according to the situation of COVID-19 control

in
the U.S.



                                       20





Results of Operations


Comparison of Years Ended December 31, 2019 and 2018


The following table sets forth the amounts and the percentage relationship to
revenues of certain items in our consolidated statements of operations for the
years ended December 31, 2019 and 2018:



                                                       Year Ended                                    Change in
                             December 31,         % of          December 31,         % of           Amount 2019
                                 2019            Revenue            2018            Revenue           VS 2018         Change in %

REVENUES FROM UNRELATED
PARTY, NET                  $  119,879,895            88.3 %    $  63,707,518            56.7 %       56,172,377              88.2 %
REVENUES FROM THE
AFFILIATE COMPANY AND
RELATED PARTY, NET              15,861,441            11.7 %       48,731,310            43.3 %      (32,869,869 )           (67.5 %)

REVENUES, NET                  135,741,336           100.0 %      112,438,828           100.0 %       23,302,508              20.7 %

COST OF GOODS SOLD            (110,310,427 )         (81.3 %)     (92,191,383 )         (82.0 %)     (18,119,044 )            19.7 %

GROSS PROFIT                    25,430,909            18.7 %       20,247,445            18.0 %        5,183,464              25.6 %

OPERATING EXPENSES: Research and development (6,207,747 ) (4.6 %) (10,084,378 ) (9.0 %) 3,876,631

             (38.4 %)
Selling and marketing           (4,070,001 )          (3.0 %)      (3,189,022 )          (2.8 %)        (880,979 )            27.6 %
General and
administrative                 (14,243,625 )         (10.5 %)      (8,612,393 )          (7.7 %)      (5,631,232 )            65.4 %
Total Operating Expenses       (24,521,373 )         (18.1 %)     (21,885,793 )         (19.5 %)      (2,635,580 )            12.0 %

INCOME (LOSS) FROM
OPERATIONS                         909,536             0.7 %       (1,638,348 )          (1.5 %)       2,547,884            (155.5 %)

OTHER INCOME (EXPENSE):
Interest income                    791,888             0.6 %        1,324,812             1.2 %         (532,924 )           (40.2 %)
Interest expense                (4,822,734 )          (3.6 %)      (1,871,851 )          (1.7 %)      (2,950,883 )           157.6 %

Change in fair value of contingent consideration (1,107,427 ) (0.8 %) 3,405,864

             3.0 %       (4,513,291 )          (132.5 %)
Government grants                  792,628             0.6 %       17,787,445            15.8 %      (16,994,817 )           (95.5 %)
Gain from equity dilution
in the Affiliate Company         4,263,764             3.1 %                -             0.0 %        4,263,764                 -
Gain from equity sale in
the Affiliate Company           20,438,986            15.1 %                -             0.0 %       20,438,986                 -

Share of loss after tax of the Affiliate Company (30,716,938 ) (22.6 %) (17,888,706 ) (15.9 %) (12,828,232 )

            71.7 %
Other income, net                1,569,311             1.2 %          956,839             0.9 %          612,472              64.0 %
Total other (expense)
income, net                     (8,790,522 )          (6.5 %)       3,714,403             3.3 %      (12,504,925 )          (336.7 %)

(LOSS) INCOME BEFORE
INCOME TAXES                    (7,880,986 )          (5.8 %)       2,076,055             1.8 %       (9,957,041 )          (479.6 %)

INCOME TAX BENEFIT
(EXPENSE)                          692,259             0.5 %       (7,770,754 )          (6.9 %)       8,463,013            (108.9 %)

NET LOSS                        (7,188,727 )          (5.3 %)      (5,694,699 )          (5.1 %)      (1,494,028 )            26.2 %




                                       21





Revenues



For the year ended December 31, 2019, we had net revenues of $ 135,741,336
compared to net revenues of $112,438,828 for the year ended December 31, 2018,
representing an increase of $23,302,508, or 20.7%, from 2018. Compared to 2018,
the increase in revenue was primarily due to the increase in sales of EV parts
and off-road vehicles.



The following table summarizes our revenues by product type for the years ended
December 31, 2019 and 2018:



                                                                   Years Ended December 31
                                                                   2019              2018
                                                                   Sales             Sales
EV parts                                                       $ 110,675,908     $  99,099,312
EV products                                                          108,640                 -
Off-road vehicles                                                 22,743,142        13,339,516
Electric Scooters and Electric Self-Balancing Scooters             2,213,646                 -
Total                                                          $ 135,741,336     $ 112,438,828




EV Parts



During the year ended December 31, 2019, our revenue from the sale of EV parts
was $110,675,908, representing an increase of $11,576,596 or 11.7% from
$99,099,312 for the year ended December 31, 2018. The increase was mainly due to
the sales from rental market battery maintenance and developing new clients

in
2019.



Our revenue for the year ended December 31, 2019 primarily consisted of revenue
from the sales of battery packs, body parts, EV controllers, air conditioning
units and other auto parts for use in the manufacturing of EV products. These
sales accounted for 81.5% of total sales.



During the years ended December 31, 2019 and 2018, our revenues from the sale of
EV parts to the Affiliate Company accounted approximately 11.7% and 43.3% of our
total net revenue for the year, respectively. The decrease is mainly due to the
Affiliate Company's temporary declining sales, which was caused by its product
adjustments. During 2019, the EV parts we provided to the Affiliate Company were
primarily used for battery upgrade and market maintenance for the EV products
that were previously put into the leasing market.



EV Products



During the year ended December 31, 2019, our revenue from the sale of EV
Products was $108,640, which was due to the export sales of Hainan factories'
products including model K23 and K27 started in late 2019. There weren't any EV
products sales in year 2018.



Off-Road Vehicles



During the year ended December 31, 2019, our revenues from the sale of off-road
vehicles including go-karts, all-terrain vehicles ("ATVs"), and others, were $
22,743,142, representing an increase of $ 9,403,626 or 70.5% from $13,339,516
for the year ended December 31, 2018. The increase in revenue of off-road
vehicles was largely due to the increase sales from SC Autosports. We
consolidated SC Autosports's sales of off-road vehicles of $18,106,091 and
$7,898,736 for the year ended December 31, 2019 and 2018. SC Autosports became
our wholly-owned subsidiary in the U.S. in July 2018.



Our off-road vehicles business line accounted for approximately 16.8% of our total net revenue for the year ended December 31, 2019.

Electric Scooters and Electric Self-Balancing Scooters





During the year ended December 31, 2019, our revenue from the sale of Electric
Scooters and Electric Self-Balancing Scooters was $2,213,646. These were new
products launched by Kandi Vehicles in 2019. There weren't any Electric Scooters
and Electric Self-Balancing Scooters sales in years 2018.



                                       22




The following table shows the breakdown of our net revenues:





                                                                   Year Ended December 31
                                                                   2019              2018
                                                                   Sales             Sales
                                                                  Revenue           Revenue
Primary geographical markets
Overseas                                                       $  24,623,424     $  12,741,570
China                                                            111,117,912        99,697,258
Total                                                          $ 135,741,336     $ 112,438,828

Major products
EV parts                                                       $ 110,675,908     $  99,099,312
EV products                                                          108,640                 -
Off-road vehicles                                                 22,743,142        13,339,516
Electric Scooters and Electric Self-Balancing Scooters             2,213,646                 -
Total                                                          $ 

135,741,336 $ 112,438,828



Timing of revenue recognition
Products transferred at a point in time                        $ 135,741,336     $ 112,438,828




Cost of Goods Sold



Cost of goods sold for the year ended December 31, 2019 was $110,310,427,
representing an increase of $18,119,044, or 19.7%, from $92,191,383 for the year
ended December 31, 2018. The increase of cost of goods sold compare to 2018 was
primarily due to the corresponding increase in sales. Please refer to the Gross
Profit section below for product margin analysis.



Gross Profit


Our margins by product for the past two years are as set forth below:





                                                       2019                                                                2018
                             Sales             Cost          Gross Profit       Margin %          Sales             Cost         Gross Profit       Margin %
EV parts                 $ 110,675,908        91,421,805        19,254,103           17.4 %   $  99,099,312       82,990,161        16,109,151           16.3 %
EV products                    108,640            86,909            21,731           20.0 %               -                -                 -              -
Off-road vehicles           22,743,142        16,979,661         5,763,481           25.3 %      13,339,516        9,201,222         4,138,294           31.0 %
Electric Scooters and
Electric
Self-Balancing
Scooters                     2,213,646         1,822,052           391,594           17.7 %               -                -                 -              -
Total                    $ 135,741,336       110,310,427        25,430,909 

18.7 % $ 112,438,828 92,191,383 20,247,445


 18.0 %




                                       23





Gross profit for the year ended December 31, 2019 was $ 25,430,909, as compared
to $20,247,445 for the year ended December 31, 2018, representing an increase of
$ 5,183,464 or 25.6% from 2018. The increases were primarily attributable to the
increased sales in 2019 as compared to that in 2018. Our gross margin for the
year ended December 31, 2019, was 18.7%, compared to 18.0% for the year ended
December 31, 2018. The increase in our gross margin as compared to 2018 was
mainly due to due to the increased selling price of the charging and exchanging
equipment and the increased proportion of the high-margin battery processing
business in 2019.



Research and Development



Research and development expenses, including materials, labor, equipment
depreciation, design, testing, inspection, and other related expenses totaled
$6,207,747 for the year ended December 31, 2019, compared to $10,084,378 for the
year ended December 31, 2018, representing a decrease of $3,876,631, or 38.4%,
from 2018. This decrease was primarily due to the completion of R&D works
related to the development of EV Model K23 at Hainan facility in the third
quarter of 2018. For the year ended December 31, 2019 and 2018, approximately 0%
and 66.2% of our research and development expenses were spent on the research
and development of EV product model at Hainan facility, respectively.



Sales and Marketing



Selling and distribution expenses were $4,070,001 for the year ended December
31, 2019, compared to $3,189,022 for the year ended December 31, 2018,
representing an increase of $880,979, or 27.6% from 2018. This increase compare
to 2018 was primarily attributable to the increasing labor and advertising
expenses in connection with the expansion the U.S. electric vehicle market of $
2 million offset by the decreasing after sales service fee in 2019.



General and Administrative Expenses





General and administrative expenses were $14,243,625 for the year ended December
31, 2019, compared to $8,612,393 for the year ended December 31, 2018,
representing an increase of $5,631,232 or 65.4% from 2018. For the year ended
December 31, 2019, general and administrative expenses included$1,360,258 as
expenses for common stock awards and stock options to employees and Board
members, compared to $285,609 for the years ended December 31 2018, representing
the result of $2,930,486 as expenses for common stock awards and stock options
to employees and Board members net of $2,644,877 of reversal of previously
accrued stock option expenses for forfeited stock option. Excluding stock
compensation expenses, our net general and administrative expenses for the year
ended December 31, 2019 were $ 12,883,367, an increase of $ 4,556,583, or 54.7%,
compared to $8,326,784 for the year ended December 31, 2018. The increase
compared to 2018 was largely due to the increased operation costs of the Company
since Hainan facility has been put into production in the third quarter of

2018.



Interest Income



Interest income was $791,888 for the year ended December 31, 2019, compared to
$1,324,812 for the year ended December 31, 2018, representing a decrease of
$532,924, or 40.2%, from 2018. The decrease as compared to 2018 was primarily
attributable to the decreased interest earned on loans to the Affiliate Company
since Kandi Vehicles' loan to the Affiliate Company converted to equity in

the
second quarter of 2018.



Interest Expense



Interest expense was $4,822,734 for the year ended December 31, 2019, compared
to $1,871,851 for the year ended December 31, 2018, representing an increase of
$2,950,883, or 157.6% from 2018. The increase compared to 2018 was primarily due
to the interest expense of Hainan factory's long-term debt. Of the interest
expenses, $0 and $145,411, respectively, were the discounts associated with the
settlement of bank acceptance notes for the years ended December 31, 2019 and
2018.


Change in fair value of contingent consideration





For the year ended December 31, 2019, the loss related to changes in the fair
value of contingent consideration was $1,107,427, representing a decrease of
$4,513,291 or 132.5% compared to the gain related to changes in the fair value
of contingent consideration of $3,405,864 for the year ended December 31, 2018,
which was mainly due to the adjustment of the fair value of the contingent
consideration liability associated with remaining shares of restrictive common
stock. (Please refer to NOTE 21 - CONTINGENT CONSIDERATION LIABILITY). The fair
value of the contingent consideration liability was estimated at each reporting
date by using the Monte Carlo simulation method, which took into account all
possible scenarios.



                                       24





Government Grants



Government grants totaled $792,628 for the year ended December 31, 2019,
compared to $17,787,445 for the year ended December 31, 2018, representing a
decrease of $16,994,817, or 95.5% from 2018. The decrease from 2018 was
primarily due to the subsidies we received from the Hainan provincial government
to assist our development of K23 model, among which $15,368,774 was recognized
as income in 2018, and we did not receive such subsidies in connection with the
development of K23 model during 2019.



Gain from equity dilution in the Affiliate Company





Gain from equity dilution was $4,263,764 for the year ended December 31, 2019,
which was primarily due to gain from the March Affiliate Loan to Equity
Conversion. Pursuant to the Transfer Agreement, the Affiliate Company converted
a loan of RMB 314 million (approximately $45.7 million) from Geely Group last
year to equity in order to increase its cash flow. As a result, our equity
interests in the Affiliate Company decreased to 43.47% in March, 2019.



Gain from equity sale in the Affiliate Company


Gain from equity sale was $20,438,986 for the year ended December 31, 2019,
which was due to the Affiliate Equity Transfer. In March, 2019, Kandi Vehicles
agreed to sell 21.47% of its equity interests in the Affiliate Company to Geely
for a total amount of RMB 516 million (approximately $72.3 million). As of
September 30, 2019, the equity transfer had been completed. Therefore, in the
third quarter of 2019, the Company has recognized the gain from equity sale.



Share of Income (Loss) after Tax of the Affiliate Company





For the year ended December 31, 2019, our share of loss after tax of the
Affiliate Company was $30,716,938 compared to loss of $17,888,706 for year ended
December 31,2018. The increased losses incurred by the Affiliate Company were
largely attributable to the Affiliate Company's temporary declining sales, which
was caused by its product adjustments.



Other Income (Expense), Net



Net other income was $1,569,311 for the year ended December 31, 2019, compared
to net other income of $956,839 for the year ended December 31, 2018,
representing an increase of $612,472 from 2018. The increase from 2018 was
primarily due to the reversal of accrued other payable, which has been evaluated
by management in 2019, which subsequently concluded that this accrued liability
will not be incurred, offset by the fees earned on technology development
services in 2018.



Income Taxes



In accordance with the relevant Chinese tax laws and regulations, our applicable
corporate income tax rate is 25%. However, Kandi Vehicles and Jinhua An Kao are
qualified as high technology companies in China and are therefore entitled to a
reduced corporate income tax rate of 15%.



Each of our wholly-owned subsidiaries, Kandi New Energy, Yongkang Scrou and Kandi Hainan, has an applicable corporate income tax rate of 25%.

We have a 22% ownership interest in the Affiliate Company, which has an applicable corporate income tax rate of 25%. Each of the Affiliate Company's subsidiaries has an applicable corporate income tax rate of 25% as well.

Our actual effective income tax rate for 2019 was a tax benefit of 8.78% on a reported loss before taxes of approximately $7.9 million, compared to a tax expense of 374.30% on a reported income before taxes of approximately $2.1 million for 2018.





Net Income (Loss)



We recorded net loss of $7,188,727 for the year ended December 31, 2019, compared to net loss of $5,694,699 for the year ended December 31, 2018, an increase of net loss of $1,494,028 from the year ended December 31, 2018. The increase in net loss compared to 2018 was primarily attributable to the increased operation cost and decreased government grants of Hainan facility.





                                       25




LIQUIDITY AND CAPITAL RESOURCES





Cash Flow



                                                                         Year Ended
                                                               December 31,      December 31,
                                                                   2019              2018
Net cash (used in) provided by operating activities            $ (29,886,272 )   $  13,587,621
Net cash provided by (used in) investing activities               

31,252,624 (947,441 )


 Net cash used in financing activities                            

(6,980,649 ) (5,297,724 ) Net (decrease) increase in cash and cash equivalents and restricted cash

                                                   (5,614,297 )       7,342,456
Effect of exchange rate changes on cash                             

(226,139 ) (1,099,881 ) Cash and cash equivalents and restricted cash at beginning of year

22,353,071 16,110,496 Cash and cash equivalents and restricted cash at end of year 16,512,635 22,353,071


For the year ended December 31, 2019, cash used in operating activities was
$29,886,272, as compared to cash provided in operating activities was
$13,587,621 for the year ended December 31, 2018. Our operating cash inflows
include cash received primarily from sales of our EV parts and off-road
vehicles. These cash inflows are offset largely by cash paid primarily to our
suppliers for production materials and parts used in our manufacturing process,
operation expenses, employee compensation, and interest expenses of our
financings. The major operating activities that provided cash for the year ended
December 31, 2019 were an increase of accounts payable of $10,440,338. The major
operating activity that used cash for year ended December 31, 2019 was an
increase of accounts receivable of $40,123,966.



For the year ended December 31, 2019, cash provided in investing activities was
$31,252,624, as compared to cash used from investing activities of $947,441 for
the year ended December 31, 2018. The major investing activities that provided
cash for the year ended December 31, 2019 were an increase of cash received from
equity sale in the Affiliate Company of $ 31,850,822. The major investing
activities that used cash for the year ended December 31, 2019 were $526,336
used for the purchases of property, plant and equipment.



For the year ended December 31, 2019, cash used in financing activities was
$6,980,649, as compared to cash used in financing activities of $5,297,724 for
the year ended December 31, 2018. The major financing activities that provided
cash for the year ended December 31, 2019 were proceeds from short-term bank
loans of $34,746,352. The major financing activities that used cash for year
ended December 31, 2019 were repayments of short-term bank loans of
$38,944,869.



Working Capital


We had a working capital of $ 63,698,697 at December 31, 2019, an increase of $ 61,171,786 from a working capital of $2,526,911 as of December 31, 2018.


After two years of negotiation, on March 9, 2020, a real estate repurchase
agreement was entered into by and between between Kandi Vehicles and Jinhua
Economic and Technological Development Zone that will enable Kandi Vehicles to
optimize its production efficiency, lower operating costs, and generate a
substantial cash inflow of RMB 525 million (USD 75.6 million) and will get no
less than RMB 500 million (USD 71.9 million) subsidies based on Kandi Vehicle's
financial contribution to the local department of finance within the next eight
years by monetizing one of its largest assets.



                                       26




Contractual Obligations and Off-balance Sheet Arrangements

Short-term and long-term Loans:

For the discussion of guarantees for bank loans, please refer to Note 17 - Short-term and long-term Loans under Item 8 Notes to Consolidated Financial Statements.





Notes payable:



For the discussion of guarantees for bank loans, please refer to Note 18 - Notes payable under Item 8 Notes to Consolidated Financial Statements.

Guarantees and pledged collateral for third party bank loans

For the discussion of guarantees for bank loans, please refer to Note 24 - COMMITMENTS AND CONTINGENCIES under Item 8 Notes to Consolidated Financial Statements.

Critical Accounting Policies and Related Estimates That Could Have a Material Effect on Our Consolidated Financial Statements

This section should be read together with the Summary of Significant Accounting Policies in the attached consolidated financial statements included in this Annual Report.

Estimates affecting accounts receivable and inventories





The preparation of our consolidated financial statements requires management to
make estimates and assumptions that affect our reporting of assets and
liabilities (and contingent assets and liabilities). These estimates are
particularly significant where they affect the reported net realizable value of
our accounts receivable and inventories.



Accounts receivable are recognized and carried at net realizable value. An
allowance for doubtful accounts is recorded for periods in which the Company
determines a loss is probable, based on its assessment of specific factors, such
as troubled collections, historical experience, accounts aging, ongoing business
relations and other factors. Accounts are written off after exhaustive
collection efforts. If accounts receivable are to be provided for, or written
off, they are recognized in the consolidated statement of operations within the
operating expenses line item. If accounts receivable previously written off is
recovered in a later period or when facts subsequently become available to
indicate that the amount provided as an allowance for doubtful accounts was
incorrect, an adjustment is made to restate allowance for doubtful accounts.



As of December 31, 2019 and December 31, 2018, credit terms with the Company's
customers were typically 180 to 360 days after delivery. As of December 31, 2019
and 2018, the Company had a $254,665 and $120,010 allowance for doubtful
accounts, as per the Company management's judgment based on their best
knowledge. The Company conducts quarterly assessments of the state of the
Company's outstanding receivables and reserves any allowance for doubtful
accounts if it becomes necessary



Inventories are stated at the lower of cost or net realizable value (market
value). The cost of raw materials is determined on the basis of weighted
average. The cost of finished goods is determined on the basis of weighted
average and comprises direct materials, direct labor and an appropriate
proportion of overhead. Net realizable value is based on estimated selling
prices less selling expenses and any further costs expected to be incurred for
completion. Adjustments to reduce the cost of inventory to net realizable value
are made, if required, for estimated excess, obsolescence, or impaired balances.



Although we believe that there is little likelihood that actual results will
differ materially from our current estimates, if customer demand for our
products decreases significantly in the near future, or if the financial
condition of our customers deteriorates in the near future, we could realize
significant write downs for slow-moving inventories or uncollectible accounts
receivable.



                                       27




Policy affecting recognition of revenue

Our revenue recognition policy plays a key role in our consolidated financial statements.





The Company adopted ASC Topic 606 Revenue from Contracts with Customers with a
date of the initial application of January 1, 2018 using the modified
retrospective method. As a result, the Company has changed its accounting policy
for revenue recognition. The impact of the adoption of ASC Topic 606 on the
Company's consolidated financial statements is not material.



The Company recognizes revenue when goods or services are transferred to
customers in an amount that reflects the consideration which it expects to
receive in exchange for those goods or services. In determining when and how
revenue is recognized from contracts with customers, the Company performs the
following five-step analysis: (i) identification of contract with customer? (ii)
determination of performance obligations? (iii) measurement of the transaction
price? (iv) allocation of the transaction price to the performance obligations?
and (v) recognition of revenue when (or as) the Company satisfies each
performance obligation.



The Company generates revenue through EV parts and off-road vehicles. The
revenue is recognized at a point in time once the Company has determined that
the customer has obtained control over the product. Control is typically deemed
to have been transferred to the customer when the performance obligation is
fulfilled, usually at the time of delivery, at the net sales price (transaction
price). Revenue is recognized net of any taxes collected from customers, which
are subsequently remitted to governmental authorities. Shipping and handling
costs for product shipments occur prior to the customer obtaining control of the
goods are accounted for as fulfillment costs rather than separate performance
obligations and recorded as sales and marketing expenses.



Policy affecting leases



Effective January 1, 2019, the Company adopted ASC 842 using the effective date
approach. The Company elected to adopt both the transition relief provided in
ASU 2018-11 and the package of practical expedients which allowed us, among
other things, to retain historical lease classifications and accounting for any
leases that existed prior to adoption of the standard. Additionally, the
management elected the practical expedients allowing the Company not to separate
lease and non-lease components and not record leases with an initial term of
twelve months or less ("short-term leases") on the balance sheet across all
existing asset classes. Per ASU 2018-01, the management elected the practical
expedient that permits the Company to continue applying our current policy of
accounting for land use rights that existed as of, or expired before, the
effective date of ASC 842. We have applied this policy to all of our existing
land use rights that were not previously accounted for under ASC 840.



Adoption of the new standard resulted in the recording of operating lease assets
(grouped in other long term assets of balance sheet) of $10,743and operating
lease liabilities (grouped in other current liability of balance sheet)of
$11,509, respectively, as of December 31, 2019 based on the present value of the
lease payments for the remaining lease term of the Company's existing leases.
The assets and liabilities recognized upon application of the transition
provisions were primarily associated to the corporate office leases for SC
Autosports. The standard did not materially impact the condensed consolidated
statements of operations or cash flows. Adopting the new standard did not have a
material impact on the accounting for leases under which the Company is the
lessee.



Policy affecting options, warrants and convertible notes





Our stock option cost is recorded in accordance with ASC 718 and ASC 505. The
fair value of stock options is estimated using the Black-Scholes-Merton model.
Our expected volatility assumption is based on the historical volatility of our
stock. The expected life assumption is primarily based on the expiration date of
the option. The risk-free interest rate for the expected term of the option is
based on the U.S. Treasury yield curve in effect at the time of grant. Stock
option expense recognition is based on awards expected to vest. There were no
estimated forfeitures. ASC standards require forfeitures to be estimated at the
time of grant and revised in subsequent periods, if necessary, if actual
forfeitures differ from those estimates.

The stock-based option expenses for the years ended December 31, 2019 and 2018
were $0, $1,586,926 net of a reversal for forfeited stock options of $2,644,877,
respectively. There were no forfeitures estimated during the reporting period.



Our warrant costs are recorded in liabilities and equities, respectively, in
accordance with ASC 480, ASC 505 and ASC 815. The fair value of a warrant, which
is classified as a liability, is estimated using the Binomial Tree model and the
lattice valuation model. Our expected volatility assumption is based on the
historical volatility of our common stock. The expected life assumption is
primarily based on the expiration date of the warrant. The risk-free interest
rate for the expected term of the warrant is based on the U.S. Treasury yield
curve in effect at the time of measurement. Our warrants, which are freestanding
derivatives classified as liabilities on the balance sheet, are measured at fair
value on each reporting date, with decreases in fair value recognized in
earnings and increases in fair values recognized in expenses.



                                       28





The fair value of equity-based warrants, which are not considered derivatives
under ASC 815, is estimated using the Black-Scholes -Merton model. Our expected
volatility assumption is based on the historical volatility of our common stock.
The expected life assumption is primarily based on the expiration date of the
warrant. The risk-free interest rate for the expected term of the option is
based on the U.S. Treasury yield curve in effect at the time of grant.



In accordance with ASC 815, the conversion feature of the convertible notes is
separated from the debt instrument and accounted for separately as a derivative
instrument. On the date the convertible notes are issued, the conversion feature
is recorded as a liability at its fair value, and future decreases in fair value
are recognized in earnings while increases in fair values are recognized in
expenses. We used the Black-Scholes -Merton option-pricing model to obtain the
fair value of the conversion feature. The expected volatility assumption is
based on the historical volatility of our common stock. The expected life
assumption is primarily based on the expiration date of the conversion features.
The risk-free interest rate for the expected term of the conversion features is
based on the U.S. Treasury yield curve in effect at the time of measurement.



Warranty Liability



Most of our non-EV products ("Legacy Products") are exported out of China to
foreign countries that have legal and regulatory requirements with which we are
not familiar. The development of warranty policies for our Legacy Products in
each of these countries would be virtually impossible and prohibitively
expensive. Therefore, we provide price incentives and free parts to our
customers and in exchange, our customers establish appropriate warranty policies
and assume warranty responsibilities.



Consequently, warranty issues are taken into consideration during price
negotiations for our products. Free parts are delivered along with the products,
and when products are sold, the related parts are recorded as cost of goods
sold. Due to the reliability of our products, we have been able to maintain this
warranty policy and we have not had any product liability attributed to our
products.



For the EV products that we sell in China, we provide a three year or 50,000
kilometer manufacturer warranty. This warranty affects the Company through our
participation and investment in the Affiliate Company, which manufactures the EV
products.



U.S. Corporate Income Tax



On December 22, 2017, the SEC staff issued Staff Accounting Bulletin (SAB) No.
118, which provides guidance on accounting for the tax effects of the Tax Act.
SAB 118 provides a measurement period that should not extend beyond one year
from the Tax Act enactment date for companies to complete the accounting under
ASC 740. In accordance with SAB 118, a company must reflect the income tax
effects of those aspects of the Tax Act for which the accounting under ASC 740
is complete. To the extent that a company's accounting for certain income tax
effects of the Tax Act is incomplete but it is able to determine a reasonable
estimate, it must record a provisional estimate in its financial statements. If
a company cannot determine a provisional estimate to be included in its
financial statements, it should continue to apply ASC 740 on the basis of the
provisions of the tax laws that were in effect immediately before the enactment
of the Tax Act.



Pursuant to the disclosure provision of SAB 118, the Company has completed and
recorded provisional amounts for the income tax effects of the TCJA for the

year
ended December 31st, 2019.



Based on Financial Accounting Standards Board ("FASB") staff Q&A Topic 740, No.
5, Accounting for Global Intangible Low-Taxed Income (GILTI), the FASB staff
noted that the Company must make an accounting policy election to either (1)
recognize taxes due on future U.S. inclusions in taxable income related to GILTI
as a current-period expense when incurred (the "period cost method") or (2)
factor such amount into the Company's measure of its deferred taxes (the
"deferred method"). The Company elected to treat the guilty as a current-period
expense when incurred.

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