[Registration No. 333-196938 ___________________________ Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KANDI TECHNOLOGIES GROUP, INC. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization) Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi] [INDENTURE Dated as of ____________, 20__ Between Kandi Technologies Group, Inc. And [__________________________], ___________________ ____________________ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 3 ARTICLE II THE SECURITIES 4 SECTION 2.01 Unlimited] [July 21, 2014 Board of Directors Ladies and Gentlemen: Kandi Technologies Group, Inc. Based upon our examinations mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents we have examined, we are of the opinion that: Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. The foregoing opinions are subject] [ALBERT WONG & CO. ALBERT WONG B.Soc., Sc., ACA., LL.B., C.P.A.(Practising) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors We also consent to the reference to our firm under the caption “Experts”. Albert Wong & Co.]

[Registration No. AMENDMENT No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kandi Technologies Group, Inc. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization) Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi Technologies Group,] [May 29, 2014 Board of Directors Kandi Technologies Group, Inc. Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 Re: Kandi Technologies Group, Inc. Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Act Common Stock We have acted as legal counsel to Kandi Technologies Group, Inc., a Delaware corporation (the “ Board of] [ALBERT WONG & CO. CERTIFIED PUBLIC ACCOUNTANTS 7th Floor, Nan Dao Commercial Building 359-361 Queen’s Road Central Hong Kong Tel : 2851 7954 Fax: 2545 4086 ALBERT WONG B.Soc., Sc., ACA., LL.B., C.P.A.(Practising) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors We also consent to the reference to our firm under the caption “Experts”. Albert Wong]