MOTOR VEHICLES and PASSENGER CAR BODIES – Page 39

KNDI [Kandi Technologies] POS AM: Registration No. 333-165055 POST-EFFECTIVE AMENDMENT NO. 2 TO

[Registration No. 333-165055 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kandi Technologies, Corp. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) Jinhua City Industrial Zone Jinhua, Zhejiang Province Peoples Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi Technologies,]

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KNDI [Kandi Technologies] UPLOAD:

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KNDI [Kandi Technologies] UPLOAD: (Original Filing)

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KNDI [Kandi Technologies] S-3: (Original Filing)

[] [Albany Atlanta Brussels Denver Los Angeles THOMAS WARDELL (404) 527-4990 www.mckennalong.com New york Philadelphia Sacramento San diego San francisco email address June 25, 2012 Board of Directors Kandi Technologies, Corp. Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 Re: Resale Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Securities Act in connection] []

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KNDI [Kandi Technologies] S-3:

[] [Albany Atlanta Brussels Denver Los Angeles THOMAS WARDELL (404) 527-4990 www.mckennalong.com New york Philadelphia Sacramento San diego San francisco email address June 25, 2012 Board of Directors Kandi Technologies, Corp. Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 Re: Resale Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Securities Act in connection] []

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KNDI [Kandi Technologies] 10-Q: (Original Filing)

[] [SHARE EXCHANGE AGREEMENT By and Among Kandi Technologies, Corp. and KO NGA Investment Limited and GAO SHUPING and ZHENG XIUJIN and HU QIKUN and XU WENGE and LUO XIANSONG and LI QIAOHONG and WANG YINGXIONG Dated as of February 13, 2012 SHARE EXCHANGE AGREEMENT Kandi Technologies, Corp. (“Kandi KO NGA Investment Limited KO NGA Seller Sellers This Share Exchange Agreement] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hu Xiaoming, certify that: 1. I have reviewed this report on Form 10-Q of Kandi Technologies, Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhu Xiaoying, certify that: 1. I have reviewed this report on Form 10-Q of Kandi Technologies, Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [18 U.S.C. § 1350, § 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 May 15, 2012]

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KNDI [Kandi Technologies] 10-Q:

[] [SHARE EXCHANGE AGREEMENT By and Among Kandi Technologies, Corp. and KO NGA Investment Limited and GAO SHUPING and ZHENG XIUJIN and HU QIKUN and XU WENGE and LUO XIANSONG and LI QIAOHONG and WANG YINGXIONG Dated as of February 13, 2012 SHARE EXCHANGE AGREEMENT Kandi Technologies, Corp. (“Kandi KO NGA Investment Limited KO NGA Seller Sellers This Share Exchange Agreement] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hu Xiaoming, certify that: 1. I have reviewed this report on Form 10-Q of Kandi Technologies, Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhu Xiaoying, certify that: 1. I have reviewed this report on Form 10-Q of Kandi Technologies, Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [18 U.S.C. § 1350, § 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 May 15, 2012]