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

[(86 - 0579) 82239856 þ ¨ o ¨ ¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ þ Yes TABLE OF CONTENTS Page Explanatory Note 1 PART I-- FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements 2 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hu Xiaoming, certify that: 1. 2. 3. 4. (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhu Xiaoying, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) EX-31.2 3 v225171_ex31-2.htm] [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. EX-32.1 4 v225171_ex32-1.htm]

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

[(86 - 0579) 82239856 þ ¨ Yes ¨ ¨ Yes ¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ þ Yes TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 3 Condensed Consolidated Statements of] [] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hu Xiaoming, certify that: 1. 2. 3. 4. (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhu Xiaoying, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b)] [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.]

KNDI [Kandi Technologies] 10-Q: (86 – 0579) 82239856 þ ¨ Yes ¨

[(86 - 0579) 82239856 þ ¨ Yes ¨ ¨ Yes ¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ þ Yes TABLE OF CONTENTS Page PART I — FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 3 Condensed Consolidated Statements of] [] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hu Xiaoming, certify that: 1. 2. 3. 4. (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhu Xiaoying, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b)] [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.]

KNDI [Kandi Technologies] 8-K: (Original Filing)

[May 16, 2011 DEAR FELLOW SHAREHOLDERS : The table at page 1 in the 2009 10-K showing unit count and 2009 revenue by unit type is correct. That table is set forth below: Table 1 Fiscal Year Ended December 31 2009 2008 Unit Revenue Unit Revenue All-terrain Vehicles (ATVs) 6,194 $ 3,021,352 6,022 $ 4,981,792 Super-mini car (CoCo) (1) 2,110] []

KNDI [Kandi Technologies] 8-K: May 16, 2011 DEAR FELLOW SHAREHOLDERS : The

[May 16, 2011 DEAR FELLOW SHAREHOLDERS : The table at page 1 in the 2009 10-K showing unit count and 2009 revenue by unit type is correct. That table is set forth below: Table 1 Fiscal Year Ended December 31 2009 2008 Unit Revenue Unit Revenue All-terrain Vehicles (ATVs) 6,194 $ 3,021,352 6,022 $ 4,981,792 Super-mini car (CoCo) (1) 2,110] []

KNDI [Kandi Technologies] 8-K: (Original Filing)

[DEAR FELLOW KANDI TECHNOLOGIES SHAREHOLDERS: Recently there was an online story about our company, which was followed by significant volatility in our stock. The author presented the information in such a way that the clear implication was that some of the company’s revenue must have been inaccurately reported. That is not the case. Nearly all of the misinformation in the] [ITEM 8.01 OTHER EVENTS.]

KNDI [Kandi Technologies] 8-K: DEAR FELLOW KANDI TECHNOLOGIES SHAREHOLDERS: Recently there was

[DEAR FELLOW KANDI TECHNOLOGIES SHAREHOLDERS: Recently there was an online story about our company, which was followed by significant volatility in our stock. The author presented the information in such a way that the clear implication was that some of the company’s revenue must have been inaccurately reported. That is not the case. Nearly all of the misinformation in the] [ITEM 8.01 OTHER EVENTS.]

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

[TABLE OF CONTENTS PART I Item 1. Business. 1-6 Item 1A. Risk Factors. 7-16] [The Agreement of Establishment of Kandi New Energy Vehicles Co., Ltd. Party A: Zhejiang Kandi Vehicles Co., Ltd (“Kandi Vehicles”) Party B: Mr. Hu Xiaoming According to China National Industrial Policies, foreign investment can not have more 50% of the equity of automobile manufacturing companies. In consideration of the fact that Party A has reached the capacity to sell its] [The Share Escrow and Trust Agreement Party A: Zhejiang Kandi Vehicles Co., Ltd (the “Kandi Vehicles”) Party B: Mr. Hu Xiaoming According to the Agreement of Establishment of of Kandi New Energy Vehicles Co., Ltd., by and between the Parties, the Parties reach the agreement on share escrow and trust as follows: Section 1 During the term of Kandi New] [Contractor’s Agreement Party A: Zhejiang Kandi Vehicles Co., Ltd (“Kandi Vehicle”) Party B: Mr. Hu Xiaoming Considering Kandi New Energy Vehicles Co., Ltd., (“Kandi New Energy”) is a company in compliance with Chinese regulation to produce and sell vehicles in China, for the Party A’s better operation, Parties agreed to enter into this Contractor’s Agreement: Section 1 During the existence] [For the Year Ended December 31, 2010 (i) Continental Development Ltd., (“Continental”) (a wholly-owned subsidiary of the Company) (ii) Zhejiang Kandi Vehicles Co. Ltd., (“Zhejiang Kandi”) (a wholly-owned subsidiary of Continental) (iii) Kandi Special Vehicles Co., Ltd, (“KSV”, formerly known as Kandi New Energy Vehicles Co. Ltd.) (a wholly-owned subsidiary of Zhejiang Kandi) (iv) Jinhua Three Parties New Energy Vehicles] [EX-23.1 7 v216627_ex23-1.htm] [I, Hu Xiaoming, certify that: 1. I have reviewed this annual report on Form 10-K 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 circumstances under which such statements were made,] [I, Zhu Xiaoying, certify that: 1. I have reviewed this annual report on Form 10-K 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 circumstances under which such statements were made,] [18 U.S.C. SECTION 1350, SECTION 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. Hu Xiaoming President and Chief Executive Officer Zhu Xiaoying Chief Financial Officer March 31, 2011]

KNDI [Kandi Technologies] 10-K: TABLE OF CONTENTS PART I Item 1. Business.

[TABLE OF CONTENTS PART I Item 1. Business. 1-6 Item 1A. Risk Factors. 7-16] [The Agreement of Establishment of Kandi New Energy Vehicles Co., Ltd. Party A: Zhejiang Kandi Vehicles Co., Ltd (“Kandi Vehicles”) Party B: Mr. Hu Xiaoming According to China National Industrial Policies, foreign investment can not have more 50% of the equity of automobile manufacturing companies. In consideration of the fact that Party A has reached the capacity to sell its] [The Share Escrow and Trust Agreement Party A: Zhejiang Kandi Vehicles Co., Ltd (the “Kandi Vehicles”) Party B: Mr. Hu Xiaoming According to the Agreement of Establishment of of Kandi New Energy Vehicles Co., Ltd., by and between the Parties, the Parties reach the agreement on share escrow and trust as follows: Section 1 During the term of Kandi New] [Contractor’s Agreement Party A: Zhejiang Kandi Vehicles Co., Ltd (“Kandi Vehicle”) Party B: Mr. Hu Xiaoming Considering Kandi New Energy Vehicles Co., Ltd., (“Kandi New Energy”) is a company in compliance with Chinese regulation to produce and sell vehicles in China, for the Party A’s better operation, Parties agreed to enter into this Contractor’s Agreement: Section 1 During the existence] [For the Year Ended December 31, 2010 (i) Continental Development Ltd., (“Continental”) (a wholly-owned subsidiary of the Company) (ii) Zhejiang Kandi Vehicles Co. Ltd., (“Zhejiang Kandi”) (a wholly-owned subsidiary of Continental) (iii) Kandi Special Vehicles Co., Ltd, (“KSV”, formerly known as Kandi New Energy Vehicles Co. Ltd.) (a wholly-owned subsidiary of Zhejiang Kandi) (iv) Jinhua Three Parties New Energy Vehicles] [EX-23.1 7 v216627_ex23-1.htm] [I, Hu Xiaoming, certify that: 1. I have reviewed this annual report on Form 10-K 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 circumstances under which such statements were made,] [I, Zhu Xiaoying, certify that: 1. I have reviewed this annual report on Form 10-K 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 circumstances under which such statements were made,] [18 U.S.C. SECTION 1350, SECTION 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. Hu Xiaoming President and Chief Executive Officer Zhu Xiaoying Chief Financial Officer March 31, 2011]

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