ADOMANI,

ENVIROTECH VEHICLES, INC.

4740 Green River Road, Suite 1061215 Graphite Drive

Corona, California 9288092881

PROXY STATEMENT

20192021 ANNUAL MEETING OF STOCKHOLDERS

To be held on May 6, 2020 at 10:00 a.m., Pacific Time, on Tuesday, August 3, 2021

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of ADOMANI,Envirotech Vehicles, Inc., a Delaware corporation (“ADOMANI,EVTV,” the “Company” or “we”), for use at the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held in a virtual meeting format only, via live webcast, on May 6, 2020,Tuesday, August 3, 2021, at 10:00 a.m., Pacific Time, (the “Annual Meeting”), or at any postponement or adjournment of the Annual Meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. TheYou will not be able to attend the Annual Meeting will be held at Embassy Suites Anaheim-North located at 3100 East Frontera Street, Anaheim, California 92806.in-person. We have elected to avail ourselves of the rules that allow companies to furnish their proxy materials via the Internet. As a result, ourthis Proxy Statement has been made available on the Internet and we have mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access ourthis Proxy Statement and our annual report to stockholders outlining our operations during our 20192020 fiscal year (the “Annual Report”) on or about March 12, 2020.June 22, 2021. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of ourthis Proxy Statement and the Annual Report.

GENERAL INFORMATION

Why am I receiving these materials?

We have made available this Proxy Statement because you held shares of our common stock, par value $0.00001 per share (the “Common Stock”(“our common stock”), on March 10, 2020June 15, 2021 (the “Record Date”) and are entitled to vote at the Annual Meeting. TheOur Board is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement summarizes the information you need to vote at the Annual Meeting.

You are invited to virtually attend the Annual Meeting to vote on the Proposals described in this Proxy Statement. However, you do not need to virtually attend the Annual Meeting to vote your shares of Common Stock. our common stock. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement. Regardless of whether you expect to attend the Annual Meeting, please vote your shares as soon as possible in order to ensure your representation at the Annual Meeting.

The Notice, which directs stockholders to a website where they can access our Proxy Statement and Annual Report, was made available to stockholders beginning on or about March 12 2020.June 22, 2021. Please read this Proxy Statement, as it contains important information you need to know to vote at the Annual Meeting.

Who can attend the Annual Meeting?

Any person who was a stockholder on the Record Date and who has registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, may attend the Annual Meeting. To register for the virtual Annual Meeting, you must visit https://agm.issuerdirect.com/adom and follow the related instructions to complete the registration process prior to the registration deadline. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting. If you own shares in street name, you should ask your brokerage firm, bank, dealer or other similar organization for a legal proxy in order to register for the Annual Meeting. If you do not receive a legal proxy in time, you may provide your most recent brokerage statement so that we can verify your ownership of our stock and permit you to register to attend the virtual Annual Meeting. You will not, however, be able to vote your shares at the Annual Meeting without a legal proxy.

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to consider and vote upon the proposals and other matters described in this Proxy Statement and any other matters that properly come before the Annual Meeting.

When and where will the Annual Meeting be held?

The Annual Meeting will be held in a virtual meeting format only, via live webcast, on Tuesday, August 3, 2021, at 10:00 a.m., Pacific Time. In order to attend the Annual Meeting virtually, you will need to visit https://agm.issuerdirect.com/adom and register to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, by following the related instructions. As part of the registration process, you must enter the 12- or 16-digit control number shown on your Proxy Card

or the Notice. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.

Why is the Annual Meeting being held virtually?

The Annual Meeting is being held in a virtual-only format in order to keep the participants, as well as their families and communities, safe in light of the global pandemic resulting from COVID-19, and comply with applicable rules, regulations and public health guidance. This is often referred to as a “virtual Annual Meeting.” The webcast will allow all stockholders to attend and participate in the Annual Meeting, regardless of their physical location. As with an in-person meeting, you will be able to vote and ask questions during the Annual Meeting.

How can I participate in the Annual Meeting?

All holders of our common stock as of the close of business on the Record Date and persons holding valid legal proxies from such stockholders are invited to attend the Annual Meeting. In order to attend the Annual Meeting virtually, you will need to visit https://agm.issuerdirect.com/adom and register to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, by following the related instructions. As part of the registration process, you must enter the 12- or 16-digit control number shown on your Proxy Card or the Notice. Upon completing your registration, you will receive further instructions informing you how to access the Annual Meeting and how to vote and submit questions during the Annual Meeting.

The Annual Meeting is scheduled to begin at 10:00 a.m., Pacific Time, on Tuesday, August 3, 2021. Online access to the virtual Annual Meeting will open prior to the start of the Annual Meeting to allow time for you to log-in and test your device and to vote your shares should you not have done so previously. We encourage you to access the Annual Meeting website prior to the scheduled start time.

Rules for the virtual Annual Meeting will be no different that if it were held in-person. Professional conduct is appreciated and all Q&A sessions will be conducted at the right time during the Annual Meeting.

How can I ask questions during the virtual Annual Meeting?

You can submit questions in writing in advance of the virtual Annual Meeting by sending an email to proxy@issuerdirect.com. Please include your 12- or 16-digit control number, along with your name and email address. No questions will be taken in any other manner the day of the Annual Meeting. We intend to answer as many questions pertaining to Company matters, as time allows during the Annual Meeting. Questions that are substantially similar may be grouped together to avoid repetition and ensure we are able to answer as many questions as time allows in the virtual format.

Will I be able to vote my shares during the virtual Annual Meeting?

All holders of our common stock as of the close of business on the Record Date, and persons holding valid legal proxies from such stockholders, in each case, that have registered to attend the Annual Meeting prior to the registration deadline of 5:00 p.m., Eastern Time, on Sunday, August 1, 2021, may vote their shares electronically during the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/adom and following the related instructions. As part of the registration process, you will need to enter the 12- or 16-digit control number shown on your Proxy Card or the Notice, and following the related instructions. Whether or not you plan to attend the virtual Annual Meeting, you are encouraged to vote your shares prior to the start of the Annual Meeting by one of the methods described in this Proxy Statement.

What if I have technical difficulties or trouble accessing the virtual Annual Meeting website?

We encourage you to test your computer and internet browser prior to the meeting. If you experience technical difficulties, please visit https://www.webcaster4.com/support.

What is a “proxy”?

The term “proxy,” when used with respect to a stockholder, refers to either a person or persons legally authorized to act on the shareholder’s behalf or a format that allows the shareholder to vote without attending the virtual Annual Meeting. Because it is important that as many stockholders as possible be represented at the Annual Meeting, the Board asks that you review this Proxy Statement carefully and then vote by following the instructions set forth on your Proxy Card. In voting prior to the Annual Meeting, you will deliver your proxy to Michael K. Menerey (the “Proxy Holder”), which means you will authorize Mr. Menerey, in his capacity as the Proxy Holder, to vote your shares at the Annual Meeting in the way you instruct. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

What proposals will be voted on at the Annual Meeting?

Stockholders will vote on the following proposals (the “Proposals”) at the Annual Meeting:

If any other matter is properly brought before the Annual Meeting, your executed proxy would authorize the Proxy Holder to vote on such matters in the Proxy Holder’s discretion.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting. If you were a stockholder of record on the Record Date, you will be entitled to vote all of the shares of Common Stockour common stock that you held on that date at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.

What proposals willdoes it mean to be voteda “shareholder of record”?

If, at 5:00 p.m., Eastern Time, on the Record Date, your shares of our common stock were registered directly in your name with our transfer agent, then you are a “shareholder of record.” As a “shareholder of record,” you may vote at the virtual Annual Meeting or vote in advance of the Annual Meeting by proxy. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the accompanying Proxy Card.

What does it mean to be a “beneficial owner” of shares held in “street name”?

If, at 5:00 p.m., Eastern Time, on the Record Date, your shares of our common stock were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations as a “broker”), then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting?

Stockholders willMeeting. You have the right to direct your broker on how to vote the shares in your account by following the instructions printed on the following proposals (the “Proposals”) atvoting instruction form received from the Annual Meeting:

If any other matter is properly brought before the Annual Meeting, your executed proxy would authorize James L. Reynolds (the “Proxy Holder”) to vote onbroker holding such matters in his discretion.shares.

How many votes do I have?

On each matter to be voted upon, you will have one vote for each share of Common Stockour common stock that you owned on the Record Date. For a description of the vote required to approve the Proposals, please see “What vote is required to approve the Proposals?”Proposals” below.

How many votes can be cast by all stockholders?

We had 73,230,362293,600,463 outstanding shares of Common Stockour common stock on the Record Date, and each of those shares of Common Stockour common stock is entitled to one vote. Stockholders are not entitled to cumulate voting rights.

How many votes must be present to hold the Annual Meeting?

To conduct business at the Annual Meeting, a quorum must be present. The presence in person or by proxy of the holders of a majority of the shares of our Common Stockcommon stock entitled to vote at the Annual Meeting will constitute a quorum. We count proxies marked “withhold authority” as to any director nominee or “abstain” as to a particular proposal for purposes of determining the presence or absence of a quorum at the Annual Meeting for the transaction of business. Under Delaware law, abstentions are treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. If a quorum should not be present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

How do I vote my shares?

In addition to votingStockholders of record at the close of business on the Record Date can vote in personadvance of the Annual Meeting by mail, telephone or Internet, or at the Annual Meeting by visiting the virtual meeting site at https://agm.issuerdirect.com/adom, each of which method is further described below. Whether or any postponement or adjournment thereof,not you mayplan to attend the virtual Annual Meeting, we strongly encouraged you to vote your shares in advance of the Annual Meeting by mail, telephone or Internet. To vote your shares, please follow the instructions on the Notice.

If the Annual Meeting is postponed or adjourned, a stockholder’syour proxy will remain valid and may be voted at the postponed or adjourned meeting. A stockholder stillmeeting, and you will be able to revoke the stockholder’syour proxy until it is voted.voted at the postponed or adjourned meeting.

What if other matters are voted on at the Annual Meeting?

With respect to any other matter that properly comes before the Annual Meeting, the Proxy Holder will vote the proxies in his discretion in accordance with histhe Proxy Holder’s best judgment and in the manner hethe Proxy Holder believes to be in the best interest of ADOMANI.EVTV. For example, if you do not give instructions on your Proxy Card or by telephone or Internet, and a nominee for director listed on the Proxy Card or the Notice, as applicable, withdraws before the election (which is not now anticipated), your shares will be voted by the Proxy Holder for any substitute nominee as may be nominated by the Board.

On the date we filed this Proxy Statement with the Securities and Exchange Commission (“SEC”), the Board did not know of any other matter to be brought before the Annual Meeting.

How will my shares be voted if I mark “Abstain”“abstain” on my proxy?

We will count a properly executed proxy marked “Abstain”“abstain” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy will not be voted at the Annual Meeting for the Proposals so marked.

Will my shares be voted if I do not provide instructions to my broker or nominee?

When a matter to be voted on at a stockholders meeting is the subject of a contested solicitation, under applicable rules, brokers no longer have discretion to vote shares that they hold in their name on behalf of a third party. Therefore, if you hold your shares in the name of your broker and you do not provide your broker with specific instructions regarding how to vote on any proposal to be voted on at the Annual Meeting, your broker will not be permitted to vote your shares on that proposal. This is called a “brokernon-vote.” For example, if you do not provide your broker instructions on Proposal 1, the broker will not vote your shares on Proposal 1.

Please remember to give your broker specific instructions when returning your proxy. If you previously returned a proxy without specific instructions regarding how your shares are to be voted, please complete and return your proxy to your broker with specific voting instructions.

What does it mean if I receive more than one Notice?

If you hold your shares of Common Stockour common stock in more than one account, you will receive a Notice for each account. To ensure that all of your shares are voted, please vote using each Proxy Card you receive or, if you vote by telephone or Internet, you will need to enter each of the 12- or 16-digit control numbers found on your proxy numbers.Proxy Cards or the Notices. Remember, you may vote by telephone or Internet or by signing, dating and returning the Proxy Card in the postage-paid envelope provided.

Can I revoke a previously delivered proxy or change my vote after I deliver my proxy?

Yes. You may revoke a previously delivered proxy by delivering another properly completed proxy with a later date (including via Internet), or by delivering written notice of revocation of your proxy to our Chief Executive Officer at our principal executive offices, located at 4740 Green River Road, Suite 106, Corona, California 92880, in each case before the exercise of the previously delivered proxy at the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a brokerage firm, bank, dealer or other similar organization, you must contact that brokerage firm, bank, dealer or other similar organization to revoke any prior voting instructions. You may also revoke any prior voting instructions by voting in person at the Annual Meeting if you obtain a legal proxy as described in the paragraph under the heading “Who can attend the Annual Meeting?” below.

Who can attend the Annual Meeting?

Any person who was a stockholder on the Record Date may attend the Annual Meeting. If you own shares in street name, you should ask your brokerage firm, bank, dealer or other similar organization for a legal proxy to bring with you to the Annual Meeting. If you do not receive a legal proxy in time, you should bring your most recent brokerage statement so that we can verify your ownership of our stock and admit you to the Annual Meeting. You will not, however, be able to vote your shares at the Annual Meeting without a legal proxy.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form8-K, which we will file with the SEC within four business days after the Annual Meeting.

When are stockholder proposals due for the next Annual Meeting?

Under Rule14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any stockholder desiring to include a proposal in our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders should arrange for such proposal to be delivered to us at our corporate headquarters no later than November 19, 2020February 22, 2021 in order to be considered for inclusion in our proxy statement relating to such annual meeting. Matters pertaining to such proposals, and the eligibility of persons entitled to have such proposals included, are regulated by the Exchange Act and the rules of the SEC. Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to recommend votes against, stockholder proposals that we are not required to include under Rule14a-8 under the Exchange Act.

In addition, pursuant to our Amended and Restated Bylaws, any stockholder desiring to submit a proposal for action or nominate one or more persons for election as directors at our 20212022 Annual Meeting of Stockholders pursuant to the advance notice provisions of our Amended and Restated Bylaws must submit a notice of the proposal or nomination to us between December 7, 2020March 1, 2021 and January 6, 2021,March 31, 2022, or else it will be considered untimely and ineligible to be properly brought before such annual meeting. In each case, the notice of the proposal or nomination must include certain information specified in our Amended and Restated Bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder’s ownership of and agreements relating to our capital stock. In the event that our 20212022 Annual Meeting of Stockholders is not held between April 6, 2021June 29, 2022 and June 5, 2021,August 28, 2022, under our Amended and Restated Bylaws, this notice must be provided not later than the close of business on the later of (a)(a) the ninetieth day prior to the 20212022 Annual Meeting of Stockholders or (b) the tenth day following the date on which we publicly announce the date of the 20212022 Annual Meeting of Stockholders.

All such notices should be submitted in writing to our Corporate Secretary at our corporate headquarters at ADOMANI,Envirotech Vehicles, Inc., 4740 Green River Road, Suite 106,1215 Graphite Drive, Corona, California 92880.92881.

Who is paying for this proxy solicitation?

We will bear the entire cost of solicitation of proxies from our stockholders. Copies of solicitation materials will be furnished to brokerage firms, banks, dealers and other similar organizations holding in their names shares of Common Stockour common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of Common Stockour common stock for their costs of forwarding solicitation materials to such beneficial owners. In addition to the mailing of this Proxy Statement, the solicitation of proxies or votes may be supplemented by telephone, electronic communication, or personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

How can I obtain additional information about us?EVTV?

Copies of our Annual Report are available on our website at www.adomanielectric.comwww.evtvusa.com and will be furnished without charge to stockholders upon written request. Exhibits to the Annual Report will be provided upon written request. All written requests should be directed to: ADOMANI, Inc., Attention:mailed to the attention of our Corporate Secretary 4740 Green River Road, Suite 106,at our principal executive offices located at 1215 Graphite Drive, Corona, California 92880.92881.

We are subject to the informational requirements of the Exchange Act, which requires that we file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, including us, that file electronically with the SEC. The SEC’s website address is located at http://www.sec.gov.

PROPOSAL 1:

ELECTION OF CLASS IIII DIRECTORS

Our Board currently consists of fiveseven directors divided into three classes, with each class holding office for a three-year term. Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated James L. ReynoldsPam Compton and Gary W. Nettles,Terri White Elk, our current Class IIII directors, forre-election at the Annual Meeting for a three-year term that will expire at the 20232024 Annual Meeting of Stockholders.

Mr. ReynoldsMs. Compton and Mr. NettlesMs. White Elk have consented to serve if elected. If either of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the Proxy Holder will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that Mr. ReynoldsMs. Compton or Mr. NettlesMs. White Elk will be unable to serve. There are no agreements or understandings pursuant to which Mr. ReynoldsMs. Compton or Mr. NettlesMs. White Elk or any of our directors was selected to serve as a director.

All of our directors are expected to attend the Annual Meeting. All of our directors other than Mr. Perkowski attended our 20192020 Annual Meeting of Stockholders.

INFORMATION ABOUT THE DIRECTOR NOMINEES

The following table provides information regarding our director nominees, his or her age, the year in which he or she became a director, his or her principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years and other biographical data. Included in the biography of our nominees is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that the nominee should serve as one of our directors.

James L. Reynolds, President, Chief Executive Officer, Chairman andPam Compton, Director

James L. ReynoldsPam Compton has served as our President and Chief Executive Officer since September 2014 and as a director since July 2014. Mr. ReynoldsMarch 2021. Since January 2020, Ms. Compton has served as a Branch Retail Executive of a branch of BBVA USA, where she presides over the daily operations of the bank branch. From October 2018 to January 2020, Ms. Compton was appointed ChairmanVice President and Relationship Manager at a branch of our Board in July 2016.Pacific Premier Bank. Prior to joining us, he servedPacific Premier Bank, Ms. Compton was Vice President and Relationship Manager at First Bank in various executive rolesJurupa Valley, California, a position she held from October 2016 until October 2018. From July 2004 to October 2016, Ms. Compton was a Vice President and Relationship Manager atA-Z Bus Sales, most recently as Chief Executive Officer from March 2010 until June 2014 and President from June 2006 until August 2013. Prior to his senior executive positions, Mr. Reynolds also held positions of Vice-President and General Manager and Vice-President of New Bus Sales. Prior to his tenure atA-Z Bus Sales, he was the Regional Manager of Tyco Corporation and managed direct sales. Mr. Reynolds holds a B.A. in Business Administration from Pepperdine University. JPMorgan Chase & Co. We believe that Mr. ReynoldsMs. Compton is qualified to serve as a director due to hisher extensive experience with bus sales and in the automotive industry, as well as his previous executive-level experience, coupled with his position as our Chief Executive Officerbanking and President.financial services industry.

Gary W. Nettles,Terri White Elk, Director

Gary W. NettlesTerri White Elk has served as a director since June 2017. Since 2004, Mr. Nettles has served as the Chief Operating Officer, Chief Financial Officer and Director of Allen Tel Products, Inc., a supplier and manufacturer

of data and telecommunication components. From 1987 to 2003, Mr. Nettles was a certified public accountant and president of Guchereau & Nettles, an accounting firm. In 1996, Mr. Nettles was elected to the board of directors ofCost-U-Less, Inc., an international operator ofmid-sized warehouse club-style stores), where he served in various capacities until the company was sold in 2007, including as Chairman of the Audit Committee and asMarch 2021. Ms. While Elk is a member of the NominatingReal Estate Investment Sales team at Keller Williams Realty SW in Las Vegas, Nevada, a position she has held since July 2003. Ms. White Elk also served as Operations Manager of Innovative Real Estate Strategies, a real estate and Corporate Governance Committeeinvestment firm based in Las Vegas, Nevada, from July 2009 until May 2018, and Compensation Committee.

Mr. Nettleswas a Sales Executive at Legacy Partners Inc., a real estate development firm, from March 2005 until September 2008. Ms. White Elk received hisa Bachelor of Arts degree in Political Science degree, Magna Cum Laude, from the United States International University, San Diego California.Arizona State University. We believe that Mr. NettlesMs. White Elk is qualified to serve as a director due to hisher previous executive-level experience and extensive experience as a director of other U.S. companies, including his experience as a director of a U.S. public company, along with his financial literacy.in the real estate industry.

Vote Required

The election of the Class IIII directors requires the affirmative vote of the holders of a plurality of votes represented by the shares in attendance or represented by proxy at the Annual Meeting and entitled to vote on this Proposal. As such, the Class IIII director nominees receiving the highest number of affirmative votes of the vote cast will be elected. Abstentions and brokernon-votes will have no effect in determining the results of the voting on the Class III directors at the Annual Meeting.

Proxies received in response to this solicitation will be voted “FOR” the election of Mr. ReynoldsMs. Compton and Mr. NettlesMs. White Elk to our Board unless otherwise specified in the proxy.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS IIII DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

CONTINUING DIRECTORS

The following table provides information regarding each of our continuing directors, his or her age, the year in which each he or she became a director, his or her principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years, and other biographical data. Included in the biography of each director is a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that such individual should serve as one of our directors.

Janet L. Boydell,Phillip W. Oldridge, Chief Executive Officer, Chairman of the Board, and Director

Janet L. BoydellPhilip W. Oldridge has served as our Chief Executive Officer since September 2020 and as our Chairman of the Board and a director since March 2021. Prior to joining us, Mr. Oldridge was the founder and the Chief Executive Officer of GreenPower Motor Company, Inc., a publicly traded designer and manufacturer of passenger transit and shuttle buses, from November 2011 until June 2017. Since 2015, Ms. Boydell has2019, where he also served as a Principal for VCA Code, a staffing agency. Previously,member of the board of directors from December 2012 until June 2019. From November 2006 to 2015, Ms. Boydelluntil January 2010, Mr. Oldridge served as CEOthe Chief Executive Officer of A Hire Connection,Bus and Coach International, a manufacturer of busses and coaches. Before that, Mr. Oldridge was the Chief Executive Officer of Nevada Charter Inc., a professional services firm providing strategic management consultingbus and retained executive search services forC-Level functions. Ms. Boydell wascoach charter company, from October 1994 until December 2001. Mr. Oldridge holds an Assistant ControllerM.B.A. from Richmond, the American University in the field of investment banking. Ms. Boydell graduatedLondon, from Cal Poly Pomona where shewhich he also received a Bachelor of Science in Business Administration.degree. We believe that Ms. BoydellMr. Oldridge is qualified to serve as a director due to herhis serving as our Chief Executive Officer and the previous executive-level positions he has held with other companies, as well as his extensive experience in finance and investment banking andthe transportation sector, in particular as an officer of a U.S. public company.operator and manufacturer in the private motor coach and in the electric vehicle industry.

Michael K. Menerey, Chief Financial Officer, Secretary, Treasurer, and Director

Michael K. Menerey has served as our Chief Financial Officer since March 2016 and as a director since January 2017. Mr. Menerey is an inactive partner with CFO Edge LLC (“CFO Edge”), with respect to which he provided interim and project-related services to various entities as a Chief Financial Officer from September 2011 through December 2016. Prior to joining us and CFO Edge, Mr. Menerey was employed by Mapleton Investments, LLC from early 2000 through 2010; initially as Executive Vice President, and then as President and Chief Operating Officer from 2005 through 2010. Mr. Menerey served as Executive Vice President, Chief Financial Officer and Secretary of Falcon Communications and its predecessors frommid-1984 until the company sold in November 1999. From 1975 through November 2017, Mr. Menerey was a Certified Public Accountant, and received his undergraduate degree in Business Administration from the University of Michigan. We believe that Mr. Menerey is qualified to serve as a director due to his extensive experience as our Chief Financial Officer and chief financial officer of other companies, as well as his familiarity with our business and operations, both prior to and subsequent to our listing on a national securities exchange.

John F. Perkowski,Melissa Barcellos, Director

John F. PerkowskiMelissa Barcellos has served as a director since June 2017.March 2021. Ms. Barcellos is Manager, Economic Development, of the City of Prince George, British Columbia, a position she has held since September 2015. She has also served as Principal and Benefit Auctioneer of Mellissa Lynn Auctions in Prince George, British Columbia, since May 2011. From February 2013 through September 2015, Ms. Barcellos was Economic Development Officer of Initiatives Prince George. Ms. Barcellos received a Bachelor of Commerce in Marketing and General Business from the University of Northern British Columbia, a Post Graduate Certificate in Economic Development from the University of Waterloo, and a Post Graduate Certificate in Real Property Valuation from the Sauder School of Business of the University of British Columbia. We believe that Ms. Barcellos is qualified to serve as a director due to her previous executive-level experience and her experience as a manager in the public sector.

Michael Di Pietro, Director

Michael Di Pietro has served as a director since March 2021. Mr. PerkowskiDi Pietro is the founder and managing partnerPresident of JFP Holdings,Michael DiPietro, CPA, Inc., a Beijing-based merchant bankingfull-service public accounting firm that he formedfounded in 2009 to assist Western companies to penetrate the China market and Chinese companies to expand abroad. From March 2017 to April1991. Since July 2018, Mr. PerkowskiDi Pietro has served on the board of directors of Cathedral High School, a private, college preparatory Catholic all-boys school located in Los Angeles, California, where he is currently the chair of the finance committee. Mr. Di Pietro also previously served as the Chief Executive Officera Director of Green4U Technologies, Inc.,Chino Commercial Bank, a Georgia-based client of JFP Holdings that was founded to meet the growing demand for electric vehiclescommunity bank located in Chino, California, from taxi fleets, municipalities, military units, logistics companies and individual consumers. From 1994 through 2008,April 2012 until April 2019. Mr. Perkowski served as the Chairman and Chief Executive Officer of ASIMCO Technologies,Di Pietro holds a supplier and manufacturer of automotive components headquartered in Beijing, China. From 1973 to 1993, Mr. Perkowski held various positions in the Investment Banking Division of PaineWebber, with his last position being the head of investment banking at the New York-based securities firm. Mr. Perkowski serves on several boards of directors and advisory boards, including the China Advisory Council of Magna International, Inc. Mr. Perkowski

received his Bachelor of ArtArts degree in AmericanAccounting from the University of South Florida, a Master of Arts in Accounting from the University of Notre Dame, a Master of Divinity and Biblical Studies from Yale University, and his Master’s degree in Business Administration from Harvard Business School.Fuller Theological Seminary. We believe that Mr. PerkowskiDi Pietro is qualified to serve as a director due to his experience in finance, investment banking, mergersfinancial and acquisitionsaccounting expertise and the automotive industry, including his executive-level experience, in China, as well as his previous experience serving as a director and audit committee chairperson for other organizations.

Bradley J. Dixon, Director

Bradley J. Dixon has served as a director since April 2021. Mr. Dixon is a partner at the law firm Givens Pursley LLP, a position he has held since October 2015, and where he currently serves as a co-chair of the firm’s litigation group. Prior to joining Givens Pursley, Mr. Dixon was a U.S. public company.partner at the law firm of Stoel Rives LLP from July 2005 to October 2015. Mr. Dixon holds a Bachelor of Science in Political Science from Boise State University and received his Juris Doctor from Willamette University College of Law. We believe that Mr. Dixon is qualified to serve as a director due to his legal expertise and his experience serving on the boards of directors of other organizations.

CORPORATE GOVERNANCEGOVERNANCE

Currently, our Boardboard of directors consists of fiveseven directors. The authorized number of directors may be changed only by resolution of our Board.board of directors. Our Amendedamended and Restated Certificaterestated certificate of Incorporationincorporation provides that our Boardboard of directors is divided into three classes, with each class holding office for a three-year term. This classification of our Boardboard of directors may have the effect of delaying or preventing changes in control of our Companycompany or management. Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal. The BoardOur board of directors is responsible for our business and affairs and considers various matters that require its approval.

Director Independence

Our Boardboard of directors has undertaken a review of the independence of each director. The OTCQB, on which our common stock is quoted, does not have any director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). Based on information provided by each director concerning his or her background, employment and affiliations, our Boardboard of directors has determined that Messrs. NettlesMr. Di Pietro and PerkowskiMmes. Barcellos, Compton, and Ms. BoydellWhite Elk do not have a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or responsibilities and that each of these directors is “independent” as that term is defined under the NASDAQ Listing Rules. For purposes of determining director independence, the Company have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB, on which shares of our Common Stock are quoted, does not have any director independence requirements.

Meetings of the Board

During the fiscal year ended December 31, 2019,2020, the Board met four times and took action by unanimous written consent once.five times. Each incumbent director serving during the fiscal year ended December 31, 20192020 attended at least 75% of the aggregate of all Boardmeetings of our board of directors and applicable committee meetings during the period that he or she served as a director.

We make every effort to schedule our annual meeting of stockholders at a time and date to maximize attendance by directors, taking into account our directors’ schedules. All directors are strongly encouraged to make every effort to attend our annual meeting of stockholders, absent an unavoidable and irreconcilable conflict.

Information Regarding Committees of the Board

Our Boardboard of directors has established three standing committees—thecommittees, an Audit Committee, a Compensation Committee and Nominating, and a Corporate Governance Committee—Committee, each of which operates under a charter that has been approved by our Board.board of directors. We intend to appoint persons to the Boardour board of directors and its committees as required from time to time to satisfy the corporate governance requirements of NASDAQ.under the NASDAQ Listing Rules.

Audit Committee

Our Audit Committee currently consists of Ms. BoydellMr. Di Pietro (Chairperson) and Messrs. Nettles (Chairman)Mmes. Barcellos and Perkowski.White Elk. The Audit Committee operates under a written charter, which is available on our website at www.adomanielectric.com.www.evtvusa.com. Our Boardboard of directors has determined that Mr. NettlesDi Pietro is an “audit committee financial expert” as defined by the regulations promulgated by the SEC and within the meaning of the NASDAQ Listing Rules.

Our Audit Committee is responsible for, among other things:

fiscal year ended December 31, 2018,2020, there were not any, interlocks of any of our executive officers or directors serving on the compensation committee or equivalent committee of another entity that has any director or executive officer serving on theour Compensation Committee, any of our other committees, or the Board.our board of directors.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Ms. Boydell (Chairman)Mmes. Barcellos (Chairperson), Compton and White Elk, and Mr. Nettles.Dixon. The Nominating and Corporate Governance Committee operates under a written charter, which is available on our website at www.adomanielectric.com.www.evtvusa.com.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

The Nominating and Corporate Governance Committee identifies potential director candidates through a variety of sources, including recommendations made by members of our Boardboard of directors and members of our executive management. When appropriate, the Nominating and Corporate Governance Committee may retain a search firm to identify director candidates.

In evaluating potential director candidates, the Nominating and Corporate Governance Committee may take into consideration such factors and criteria as it deems appropriate in evaluating a candidate, including:

The Nominating and Corporate Governance Committee reviews and assesses at least annually the skills and characteristics of Boardthe members of our board of directors, as well as the composition of the Boardour board of directors as a whole. The Nominating and Corporate Governance Committee’s assessment includes a review of our directors’ respective independence

qualifications, skills and experience in the context of the needs of the Board.our board of directors. Additionally, the Nominating and Corporate Governance Committee considers diversity of experience at policy-making levels in business and technology, and in areas that are relevant to our activities. While we do not have a specific policy regarding diversity, when considering the nomination of directors, the Nominating and Corporate Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors.

In assessing the composition of the Board,our board of directors, the Nominating and Corporate Governance Committee considers the Board’s current and anticipated needs of our board of directors, and seeks to maintain an appropriate balance of different business backgrounds, skills and expertise based on the nature and requirements of our business. In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers all relevant information regarding such candidates, including the membership criteria stated above, and whether such candidates would meet the Nominating and Corporate Governance Committee’s objectives for the overall composition of the Board,our board of directors, as well as the candidates’ ability and willingness to devote adequate time to Boardthe related responsibilities. When appropriate, the Nominating and Corporate Governance Committee will recommend qualified candidates for nomination by theour entire Board.board of directors. The Nominating and Corporate Governance met as a committee one time during the fiscal year ended December 31, 2019.2020.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees and is available on our website at www.adomanielectric.com.www.evtvusa.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, to the extent required by applicable rules and exchange requirements.

Board Leadership Structure and Board’s Role in Risk Oversight

Our Board has aThe Chairman Mr. James L. Reynolds.of our board of directors is Phillip W. Oldridge. The Chairman has authority, among other things, to preside over Board meetings of our board of directors and set the agenda for Board meetings.meetings of our board of directors. Accordingly, the Chairman has substantial ability to shape the work of our Board.board of directors. Because of the addition of the independent members of our independent Board members,board of directors, we currently believe that separation of the roles of Chairman and Chief Executive Officer is not necessary to ensure appropriate oversight by the Boardof our board of directors of our business and affairs. However, no single leadership model is right for all companies and at all times. The BoardOur board of directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Boardof our board of directors may periodically review its leadership structure. In addition, the Boardof our board of directors will hold executive sessions in which only independent directors are present.

Our Boardboard of directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities and, either as a whole or through its committees, regularly liaises with management to assess and manage our major risk exposures, the potential impact of such risks on our business and the steps we should take to mitigate or manage such risks. The Board’sOur board of directors’ risk oversight process complements and supplements management’s risk assessment and mitigation processes, which include reviews of strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls. The risk oversight process also includes receiving reports from committees of our Boardboard of directors and members of senior management to enable our Boardboard of directors to understand our risk identification, management and mitigation strategies with respect to areas of potential material risk.

Our principal sourcesources of risk fallsfall into two categories: (1) financial and (2) product commercialization. The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our Boardboard of directors regularly reviews information regarding our cash position, liquidity an operations,

as well as the risks associated with each. The BoardOur board of directors also regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us. Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices and potential conflicts of interest. While each of our committees is responsible for evaluating certain risks and overseeing the management of such risks, theour entire Boardboard of directors is regularly informed about such risks and matters involving significant risk are considered by our Boardboard of directors as a whole.

Stockholder Communications with the Board

Stockholders wishing to communicate with the Boardour board of directors or with an individual Board memberone of our directors concerning the Companyour company may do so by writing to the Boardour board of directors or to the particular Board member of our board of directors, and mailing the correspondence to: Boardto the attention of our board of directors or such individual director, c/o Corporate Secretary, 4740 Green River Road, Suite 106,1215 Graphite Drive, Corona, California 92880;92881, or by email address: stockholdercommunications@adomanielectric.com.to stockholdercommunications@evtvusa.com. Our Corporate Secretary will maintain a log of such communications and will transmit as soon as practicable such communications to theour Chairman of the Board,our board of directors, although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by the Corporate Secretary, in consultation with our Chairman, as appropriate. Correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with procedures established by the Audit Committee with respect to such matters.

REPORT OF THE AUDITAUDIT COMMITTEE

The Audit Committee of the Board is composed solely ofnon-employee directors who satisfy the current NASDAQ Listing Rules with respect to independence, financial expertise and experience. The Audit Committee operates under a written charter, which is available on our website at www.adomanielectric.com.www.evtvusa.com. The primary responsibility of the Audit Committee is to oversee our accounting and financial reporting processes, the integrity of the financial reports and other financial information and the audits of our financial statements.

As part of our oversight of our financial statements, the Audit Committee reviews and discusses with both management and MaloneBailey, LLP all annual and quarterly financial statements prior to their issuance. The Audit Committee’s responsibilities include selecting, in consultation with management, an accounting firm to be hired as our independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Board that our financial statements be included in its Annual Report on Form10-K for the fiscal year ended December 31, 2019.2020. The Audit Committee fulfilled its duties and responsibilities during the fiscal year ended December 31, 20192020 and with respect to the financial statements for the fiscal year ended December 31, 2019,2020, as outlined in the Audit Committee’s charter. Among other things, the Audit Committee:

Respectfully submitted,

Gary W. Nettles,Michael Di Pietro, Chairman of the Audit Committee

Janet L. BoydellMelissa Barcellos

John F. Perkowski