Kandi Technologies Group, Inc.: Exhibit 10.1  - Filed by newsfilecorp.com






Assets Purchase Agreement

     Party A: Zhejiang Kandi Vehicles
Co., Ltd.

     Address: Jinhua Industrial Zone,
Jinhua City, Zhejiang Province, China 

     Legal Representative: Xiaoming Hu


     Party B: Zhejiang New Energy
Vehicle System Co., Ltd.

     Address: No.1008 Lake Tai Road
Changxing Economic Development Zone, Zhejiang Province, China 

     Legal Representative: Liang
Fang

     Whereas:

     1. Party A and Geely will jointly
establish a new company specializing electric vehicles (“EV”), and Party B has
existing EV production facilities, land and related electronic equipment and
office building; 

     2. In order to meet the
requirements of cooperating with Geely and realize the industrialization of EV
as quickly as possible, Party A wishes to purchase Party B's existing EV
production facility and land as well as its related electronic equipment and
office buildings to expand Party A’s current EV production scale and
capacity.

     3. Party B wishes to sell its
existing EV production facility, land and related electronic equipment and
office building to Party A.

     Therefore, after serious
consultation and negotiation, both parties reach the following binding terms and
agreement: 

     I. Party A agrees to purchase the
assets listed in the article 2 of this agreement, and Party B agrees to sell the
assets /their ownership listed in article 2 of this agreement to Party A;
Parties agree that Party A only purchases the assets listed in the article 2 of
this agreement, which does not involve any other assets that are not listed in
the article 2 of this agreement or any debt or credit of Party B or the equity
of Party B. Parties agree that this assets purchase is not to purchase Party B as a
company and Party A shall not be responsible for Party B’s debts and
liabilities. Party B confirms that its assets sale is not to avoid any
liabilities and it has sufficient cash and other assets to satisfy its due debt
and liabilities.

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     II. Party A agrees to purchase
and Party B agrees to sell the following assets (hereinafter referred to as
"Purchased Assets”): 

     1) The EV pressing assembly line,
welding assembly line, coating assembly line, general assembly line and related
machine equipment listed on Jinchen Appraisal
Report(2013)No.16 issued by
Jinhua Jinchen Assets Appraisal Co., Ltd. on January 29, 2013, the detailed
purchased assets list please see the appraisal report.

     2) The land use right for No.1008
Lake Tai Road, Changxing Economic Development Zone, Zhejiang Province and the
ownership of construction in progress on the land as well as buildings on the
land listed on Jinchen Appraisal
Report(2013)No.18 issued by
Jinhua Jinchen Assets Appraisal Co., Ltd. on January 29, 2013.

     III. Party B makes the following
representations and warranties, and Party B understands that Party A signs,
delivers and carries out this agreement by relying upon the truthfulness and
accuracy of these representations and warranties of Party B.

     1) Party B is a limited-liability
company established under Chinese law, and it has the complete qualification and
good reputation .Party B has all the ownership, operation rights and other
property titles for its business operation; Party B has the right to dispose its
property and assets.

     2) Party B has the capacity and
right to sign, deliver and perform this agreement and other related documents,
and it has all the necessary legal power to finish the transaction. Each
document signed and delivered by Party B as well as the completion of this
transaction have been authorized and approved by its Board and shareholders.
This agreement and other related documents are officially signed and
delivered by Party B. This agreement and other documents that are officially
signed by Party B shall have complete effect to Party B as well as binding and
enforcement power to Party B.

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     3) Party B has free, clear and
valid legal titles and certificates to Purchased Assets and there is no
mortgage, pledge, lien, debt or any other third party rights or disputes on
Purchased Assets. Party B warrants that it will indemnify Party A from any
liabilities if any third party requests or asserts claims or interests in
Purchased Assets after the transfer. If any third party makes any claims with or
files any lawsuit against Party A for Purchased Assets, Party B shall be
responsible for all the costs and expenses to Party A, including but not limited
to attorney fees.

     4) Party B has the right to
transfer and sell Purchased Assets and the Purchased Assets do not have any
existing or effective leasing agreements or third party contractual obligations
on them.

     5) The transfer and sale of
Purchased Assets by Party B will not violate any state laws or regulations or
local government policies.

     6) As of the date of signing this
agreement, Party B doesn’t know or isn’t acknowledged of or has no reason to
know that there is any law suits, arbitration proceedings or other legal
proceedings or government investigations involving Purchased Assets (whether
finished or not) or any possible law suit or arbitration threat or pleadings or
administrative legal proceedings against Party B or Purchased Assets. 

     7) Party B promises Purchased
Assets do not have any intellectual property rights (IPR) disputes and do not
infringe any third party’s IPR. 

     8) Environmental Protection—Party
B promises that Purchased Assets, including but not limited to land and plant
facilities, meet all national and local governments’ requirements of
environmental protection and waste discharge. Regardless of the source of the cause and regardless as whether Party B has
knowledge of it, Party B is responsible for all the pollution occurring prior to
the transfer day, even if Party A discovers such pollution after the Purchased
Assets transfer, Party B shall pay for the clean-up fees to make the assets meet
the relevant national standards.

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     9) The specifications and quality
of Purchased Assets—Party B promises the quality of Purchased Assets has no
flaws and defects and they meet the relevant national standards (if any), and
they can meet their normal function as well as uses and purposes as
designed.

     IV. Party A makes the following
representations and warranties to Party B: 

     1) Party A is established under
the Chinese law, and it has complete qualification and is a lawful existing
limited liability company and has all necessary legal authorities for its
business operation.

     2) Party A has the capacity and
right to sign, deliver and perform the agreement and other documents involved in
the agreement, and it has all necessary legal authorities to complete the
transaction. Each document signed and delivered by Party A and the completion of
the transaction have been authorized and approved by the board, and there is no
need for shareholders’ authorization to sign and deliver these documents or
complete this transaction. The agreement and other documents related to this
agreement will be officially signed and delivered by Party A. This agreement and
other documents that are officially signed by Party A shall have complete effect
to Party A as well as binding and enforcement power to Party A. 

     V. Party A agrees to buy the
Purchased Assets in cash at total of RMB 272,767,553.00, which is the appraisal
price (hereinafter referred to as "Sale Price”) in Jinchen Appraisal
Report(2013)No.16 and
Jinchen Appraisal
Report(2013)No.18 issued by
Jinhua Jinchen Assets Appraisal Co., Ltd. on January 29, 2013.

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     VI. Party B promises if it
violates article 3.1 to 3.7 of this agreement, which causes the part or all of
Purchased Assets’ ownership unable to be transferred or sold to Party A and to
give Party A possession of such assets smoothly (hereinafter referred to as
"Troubled Assets”), Party B promises to bear all losses thereby caused to Party
A and shall pay additional compensation for breach of contract to Party A at the
same amount of the Sale Price of such Troubled Assets. 

     VII. Upon the transfer of
ownership of Purchased Assets to Party A, parties shall jointly review, confirm
and sign off on whether Purchased Assets meet the environment protection
requirements under article 3.8. If parties can’t reach an agreement, the issue
can be submitted to an independent third party agreed by both parties for review
and evaluation. If the result shows Purchased Assets fail to meet national or
local environment protection and waste discharging standards, Party B shall
compensate for Party A’s losses and pay for the clean-up.

     VIII. Party B promises Purchased
Assets can be used normally and have no quality problem. Party A admits that it
has conducted preliminary verifications on the appearance of certain equipment
of Purchased Assets and they don’t appear to have obvious quality issues. Upon
the transfer of the ownership of Purchased Assets to Party A, parties shall
review, confirm and sign off on whether the quality of Purchased Assets meet the
requirement of article 3.9. If parties can’t reach an agreement, the issue can
be submitted to an independent third party agreed by both parties for review and
verification. If the result shows Purchased Assets quality has problems, Party A
can request: 

     a) Party B shall be responsible
to repair and replace such assets as well as compensate Party A’s loss, or;

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     b) Choose not to purchase such
assets with quality issues, and request Party B to take them back
unconditionally and return the purchase price for such assets plus the
corresponding interests.

     If Purchased Assets pass quality
verification, but have the quality problems during the using process in the
future, Party B promises to try its best to cooperate with Party A to solve the
problem, but cost of repair shall be borne by Party A. However, if Purchased
Assets have flaws and defects that can’t be discovered at the time of the
transfer and sign off, Party B cannot use the above clause to exempt its
responsibilities and Party B shall be responsible for the repair and replacement
of the assets as well as compensate Party A’s loss.

     IX. If Purchased Assets have
insurances, Party B shall assist Party A to transfer insurance beneficiary to
Party A without charge during the process of the transfer ownership of the
assets. Between the time of the agreement is executed and formal transfer of the
ownership of assets to Party A, Party B shall be responsible for any risk of
damages or losses of assets.

     X. Party B promises to complete
the transfer of ownership and titles (for the land, it is the transfer of use
rights) for Purchased Assets within 3 months after signing this agreement. Party
A promises to do its best to cooperate in this process. If transfer process
can’t be completed on time due to the reasons other than stated in article 3.6,
3.7 or 3.8 of this agreement, Party B shall be responsible for the losses caused
to Party A .

     XI. Party A promises to make the
cash payment to Party B for the transferred assets within 1 month after
completing the transfer of ownership and titles of such assets. If Party A fails
to make the payment on time, it shall be responsible for the losses caused to
Party B. 

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     XII. Any taxes resulted from the
performance of this agreement by each party shall be borne by such party
independently. Each party shall arrange and pay its own income taxes and
property taxes. Party B shall pay off all the relevant taxes for Purchased
Assets before the transfer of their ownership, including but not limited to land
transfer fees, deed tax and real estate tax, etc. 

     XIII. When carrying out the
article 7 and 8 of this agreement, parties shall each assign at least 2
authorized personnel and they shall be confirmed by both parties in writing. If
there is any independent third party verification, such third party shall be
confirmed by both parties in writing too.

     XIV. This agreement and related
information shall be kept in strict confidence. Without the prior written
consent of Party A, Party B shall not use, deal, exploit, sell or leak the
information to any third party, unless 

     a)Party A has already disclosed
such information, or 

     b) The information has been
disclosed to public not because of Party B, or 

     c) Party B needs to disclose the
agreement or related information according to the laws.

     XV. Any unfinished items or any
problem or dispute during the performance of the agreement shall be solved
through friendly negotiation between the parties, if parties can’t reach an
agreement, either party can submit the matter to Jinhua City Arbitration
Commission for arbitration. The arbitration shall be conducted in Jinhua City
according to the rules of of Jinhua City Arbitration Commission in effect at the
time of applying for arbitration. The arbitration award shall be final and
binding upon both parties. The Chinese laws will be applicable laws for the
arbitration and Chinese will be the language of the arbitration. There shall be
three arbitrators and each party shall appoint one and the director of Jinhua
City Arbitration Commission shall appoint the third one.

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     XVI. This agreement shall take
effect on the date on which it is signed and sealed by both parties. If the
parties consent, this agreement can be terminated by parties in writing.

     XVII. This agreement has 6
copies, each party keeps 3 copies.

	Party A 	Party B 
	 	 
	Zhejiang Kandi Vehicles Co., Ltd. 	Zhejiang New Energy Vehicle System Co., Ltd
  
	 	 
	(Seal) 	 (Seal) 
	 	 
	Legal representative 	Legal representative 
	 	 
	(sign) 	 (sign) 
	 	 
	February 27, 2013 	  


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