UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)

FORM 10-K

(Mark One)

þ

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

1934

For the fiscal year ended December 31, 2010

Or

o2013

or

[_]TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

1934

For the transition period from ___________________ to __________

_____________

Commission file number 000-52186

KANDI TECHNOLOGIES CORP.

GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware90-0363723
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
or organization)

Jinhua City Industrial Zone


Jinhua, Zhejiang Province
People’s
People's Republic of China

Post Code 321016

(Address of principal executive offices) (Zip Code)

(86-579) 82239856


(Registrant’sRegistrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Common Stock, Par Value $0.001 Per ShareNASDAQ Global Select Market
(Title of each class)(Name of exchange on which registered)

Securities Registered Pursuant to Section 12(g) of the Act: None.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o[_]      No þ

[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ¨[_]      No þ

[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ[X]      No o

[_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o

Yes þ[X]      No

[_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

[_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o
[_]
Accelerated filer o
[X]
Non-accelerated filer o
[_]
Smaller reporting company [_]
(Do not check if a smaller reporting company)
Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o[_]      No þ

As[X]

The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2010 (the28, 2013, the last business day of the registrant’s most recently completedregistrant's second fiscal quarter), the aggregate market valuequarter, was approximately $108,038,543.

The number of the shares of the registrant’s common stock held by non-affiliates (based upon the closing sale priceoutstanding as of such shares as reported on the NASDAQ Capital Market)March 11, 2014 was approximately $30.34 million. Shares of the registrant’s common stock held by each executive officer and director and each by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were 27,433,934 shares of voting common stock with a par value of $0.001 outstanding at March 25, 2011.
40,105,321.

DOCUMENTS INCORPORATED BY REFERENCE:None

None.




 KANDI TECHNOLOGIES, CORP.
FORM 10-K/A

TABLE OF CONTENTS


Explanatory Note1
PART I  
   
Item 1.BusinessBusiness.2-71
Item 1A.Risk FactorsFactors.8-1714
Item 1B.Unresolved Staff Comments1722
Item 2.PropertiesProperties.1823
Item 3.Legal ProceedingsProceedings.1823
Item 4.Mine Safety Disclosures.24
   
PART II  
   
Item 5.Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofPurchase Equity SecuritiesSecurities.1925
Item 6.Selected Financial DataData.1925
Item 7.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations20-3026
Item 7A.Quantitative and Qualitative Disclosures about Market RiskRisk.3040
Item 8.Financial Statements and Supplementary DataData.3040
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure3341
Item 9A.Controls and ProceduresProcedures.3341
Item 9B.Other InformationInformation.3442
   
PART III  
   
Item 10.Directors, Executive Officers and Corporate GovernanceGovernance.35-3643
Item 11.Executive Compensation.36-3846
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters.3850
Item 13.Certain Relationships and Related Transactions and Director IndependenceIndependence.3851
Item 14.Principal Accounting Fees and ServicesServices.3952
   
PART IV  
   
Item 15.Exhibits, Financial Statement SchedulesSchedules.4053
   
SIGNATURES4257



Explanatory Note

Kandi Technologies, Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 2 on Form 10-K/A to our

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for the year ended December 31, 2010, originally filed with the Securities and Exchange Commission (the “SEC”(this “Annual Report”) on March 31, 2011 and amended on June 8, 2011 (the “Original Form 10-K”),  to make certain corrections as to: (i) the disclosure with respect to the default judgment of legal proceeding in Missouri at page 18 and F-35 in this Amendment and (ii) management’s evaluation on controls and procedures at page 33.


Item 15 of Part IV of this report has been revised to include, as an exhibit, the currently-dated certifications from our principal executive officer and chief accounting officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Because this Form 10-K/A sets forth the Original Form 10-K in its entirety, it includes both items that have been changed as a result of this amendment and items that are unchanged from the Original Form 10-K. Other than the revision of the disclosures as discussed above, this Form 10-K/A speaks as of the original filing date and has not been updated to reflect other events occurring subsequent to the original filing date. This includes forward-looking statements and all other sections of this Form 10-K/A that were not directly impacted by the amendment, which should be read in their historical context. The following items have been amended:
Part I, Item 3. Legal Proceedings
Part II, Item 8. Note 20 (b). Pending Litigation
Part II, Item 9A(a). Evaluation of Disclosure Controls and Procedures
Part IV, Item 15. Exhibits, Financial Statement Schedules.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “our company believes,” “management believes” and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under Item 1, “Business”, Item 1A, “Risk Factors” and Item 7, “Management’s“Management's Discussion and Analysis of Financial Condition and Results of Operations.” Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe such comparisons cannot be relied upon as indicators of future performance.

Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


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PART I

Except as otherwise indicated by the context, references in this Annual Report to “we,” “us,” “our,” “Kandi,” or the “Company” are to the combined businesses of Kandi Technologies Group, Inc. and its subsidiaries.

Item 1. Business.

Except

Introduction

Our Corporate Structure

In 2013, the Company experienced growth in both its traditional off-road vehicle business and in its electric vehicle business, but the growth in the electric vehicle business was particularly significant and we believe validates the Company's increased focus on that business in the past several years. We first produced an electric automobile, the “Coco” in August 2008. We took initial steps toward expanding that effort in early 2010, when, on January 4, 2010, we announced we had forged “The Alliance for Chinese Electric Vehicle Development and Commercialization” with major Chines energy, IT and battery companies to help launch a new electric vehicle era in China.

Based upon market factors as otherwise indicatedwe saw them, we expanded our operations in this market segment. The Company's shift in focus to the EV market has been the result of gradual and strategic efforts. We describe those factors below at “The Market For Electric Vehicles” and “Business Overview.” By mid-2012 we had begun programs for design, production and distribution of electric vehicles (which we sometimes refer to as “EVs” in this document). While we continue to actively engage in design, production and distribution of our traditional off-road vehicle products, we have greatly intensified our engagement in the EV market, principally in China. We believe our financial results in 2013 validate this expansion of our business strategy.

The Market for Electric Vehicles

Factors creating and driving the market

Research and Development of major EV technology projects in China began in 2001. Driven by two central government five-year plans for scientific and technological research as well as by the context, referencesOlympics, World Expo and the “1000 cars in 10 cities” demonstration platform, the Chinese electric automobile sector was officially born. And the pressure to enhance relevant technologies continues. While the program for developing technology has been established, however, the market for EVs has developed slowly for various reasons.

There is growing consumer demand for motor vehicles in China and in connection with that demand, many cities are experiencing severe problems of pollution and traffic congestion. The major cities such as Beijing and Shanghai are already introducing policies restricting the purchase of cars and placing limits on their use. We expect that more cities will adopt such policies. Urban resources are limited and without effective urban transportation plans, central cities will face exhaustion of space available for traffic and ever-worsening environmental contamination. As a result, there may literally be insufficient road space for automobiles. Meanwhile, urban parking, other road and vehicle resources are wasting because they are not being effectively utilized.

1


Issues confronting the market

We believe there are five major obstacles to extensive commercialization of EVs and the full development of the EV market: high cost, short driving range, long charging time, limited charging facilities, battery maintenance and pollution from non-recycling and improper disposition. We believe we have solutions and a strategy to address each of these issues.

Our Solutions and Growth Strategy

Given the economic and population growth in China, one solution to alleviate the increase in the number of resident-owned cars is to provide additional means of public transportation. Currently, subway, bus and taxi are the most common public transportation tools. The taxi is used by a small, subset of PRC residents. The subway and bus are used widely and are considered the main methods of mass public transportation. However, the cities lacks a form of capillary transportation that the residents need. Therefore, the Company provides a shared transportation platform for their convenience.

The best solution to slow an increase in the number of cars is to provide city public transportation. The taxi is relatively expensive compared to the mass transportation of subway or bus. However, these methods lack a form of specific transportation to meet residents' short-range transportation needs. A public EV sharing system, which we call “pure EV self-driving car rental sharing”, provides a shared transportation platform and commuting convenience to urban residents that is not afforded by or is complementary to that provided by mass transportation and is less expensive than taxis. Such a public EV leasing system, designed as a new business model for public transportation, maximizes the advantages of the EV and avoids its weakness compared to the traditional vehicles, will further stimulate the expansion of the EV market.

Kandi is the first in the market to have proposed the public pure electric vehicle sharing program (the “Car-Share” Project). Besides the zero-emission benefit, the Car-share Project combines city taxis, the resident cars, rental cars and traditional mass transportation advantages, along with vertical automatic charging/parking garage. It is a perfect transportation tool with all dynamics. This new business model for urban public transportation is designed to greatly improve the efficiency of urban car usage, ease traffic congestion, scarce parking resources, and the urban environment. Additionally, it will likely promote the global development of pure electric vehicles with significant impact.The project has already been launched in Hangzhou and, to date, it has been well received.

Individually driven pure EVs are utilized in the Car-Share Project. Its automated charging parking system is located at airports, train stations, hotels, business centers, selected residential areas and other places in the city that are the focus of commuter traffic. The network system provides EV rental service to individual drivers in and around the city. The network system also provides centralized management of EV maintenance, and battery charging to disperse self-service users. The EV rental station is the basic unit of the network system, providing a variety of services and transactions - - such as charging, maintenance, battery recycling and other services related to the rental of EVs. In addition, a tracking system allows the car-share project management to know at all times the precise location and the status of each vehicle.

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This Car-share Project model has been implemented since the second half of 2013 in Hangzhou. It has received significant recognition from a large group of well-known national and international press, such as China Central Television (CCTV), Xinhua News Agency, Associated Press (AP), Agence France Presse (AFP), Bloomberg, Forbes, China Information Daily. Furthermore, representatives from China's new energy vehicle pilot cities have come to visit us in recent months to learn more about this Annual Reportproject and expressed their interest in partnering with us. Currently, we have been in discussion with Beijing, Shanghai, Chengdu, and Nantong City about expanding the Car-share.

The Joint Venture with Geely

As a part of our EV strategy, we concluded that we needed to “we,” “us,” “our,” “Kandi,” orhave additional resources to respond effectively and timely to market needs. In November 2012, we started negotiating a joint venture arrangement with Shanghai Maple Guorun Automobile Co., Ltd., a 99% owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”) for the “Company”design, production and distribution of EVs. Geely is the one of the largest automobile manufacturers in China. After careful negotiation, the companies entered into a joint venture agreement in March 2013 and established Zhejiang Kandi Electric Vehicles Investment Co, Ltd. (the "JV Company") in April 2013. The JV Company's mission is to utilize the advanced technologies, modern operational model and management methods to invest, develop, produce and sell EVs to satisfy the consumers' needs, and to maximize the return on the investors.

The Operations of the JV

The business scope of JV is to develop, manufacture and sell EVs and to develop, purchase, manufacture and sell auto parts, and invest in other companies which engage in such businesses. Each party agreed to establish a new wholly owned subsidiary, and contributed its EVs assets and businesses to such subsidiary. After each party established such subsidiary, the JV entered into transfer agreements with the parties to acquire and become the 100% shareholder of these subsidiaries. The parties agreed that the JV can use certain of their trademarks, patents and technologies free of charge and have entered into trademark and patent license agreements with the JV. The board of the JV consists of four members and each party has the right to assign two members to the board. Mr. Li Shufu, the Chairman of Geely was appointed as the first Chairman of the JV and Mr. Hu Xiaoming, the Chairman and CEO of Kandi, was appointed as the first general manager and the legal representative of the JV. The term of the JV is twenty years from the date of issuance of its business license and the parties may discuss the extension of the term at least two years prior to expiration.

Understanding the Contribution of the JV to the Financial Results of the Company

The economic impact of the Company's participation in the JV is reflected in its 50% ownership of the JV through its subsidiary Kandi Vehicles.All of the Company's production and development efforts for the whole cars of EV is conducted through the JV Company, and revenue generated from the sale of electric vehicles is received by the JV Company and then distributed pursuant to the Joint Venture Agreement.

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This means that the financial results of the JV are reflected as the results of an investment in the JV. Under existing accounting treatment for a joint venture position of 50% such as the Company's in the JV, it is difficult to discern in the Company's financial statements the effect of the financial results of the JV. These results are to some extent provided in Note 23 to the combined businessesaudited financial statements of Kandi Technologies, Corp. and its subsidiaries.


Introduction
On June 29, 2007, Stone Mountain Resources, Inc., a Delaware corporation (“Stone Mountain”) executed a share exchange agreement (the “Exchange Agreement”) with Continental Development Limited, a Hong Kong corporation (“Continental”) and Excelvantage Group Limited, a British Virgin Islandsthe Company which owned 100%are included as a part of Continentalthis report and are discussed further at “Management's Discussion and Analysis – Financial results of the JV”, below.

Pure Electric Vehicle Subsidies

The process of receiving government subsidies is as follows: manufacturers receive central government subsidies through application and sell the EVs to local dealers at a price reflecting the deduction of the central government subsidy from the normal sale price. Local dealers establish their retail price based upon their purchase price from the manufacturers, then deduct the local government subsidy from the retail price before selling the EVs to consumers. Through the above steps, consumers receive two subsidies – from the central and local governments when they purchase EVs.

Because the central and local government subsidy amounts and policies are open and disclosed to the public and all the subsidies are reviewed and verified by the respective governments, consumers know what subsidized prices they will receive and pay for EVs. Therefore, even though dealers can sell vehicles at prices established at their discretion, programs are designed to assure that consumers should receive the entire benefit from both subsidies.

Currently, there are two subsidies from central and local governments for the pure electric vehicles (the “Continental Shareholder”“EVs”). in China – one from each of the central and local governments. The ultimate beneficiary for these subsidies is the consumer and the actual prices that consumers pay reflect the deduction of both subsidies.

(a) The central government provides a subsidy to manufacturers paid in advance quarterly upon application and approval and settled annually. After selling product to dealers, manufacturers can submit subsidy payment applications with invoices and other supporting documents at the end of each quarter to the requisite central government agencies through their regional offices. After the review and approval by the agencies, the central government makes advance subsidy payments to the manufacturers. At the end of the year, the final subsidy amounts are verified, reconciled according to the number of vehicles actually sold to consumers and settled on an annual basis.

(b) Pursuant to the Exchange Agreement, Stone Mountain issued 12,000,000 sharesrequirement of its common stockthe central government, the local governments provide a subsidy to consumers who purchase EVs by a price reduction from the dealer. After the consumer purchases an EV at a reduced selling price from the dealer, the dealer submits a subsidy application to the Continental Shareholder, in exchangelocal government, including a consumer authorization letter for 100% ofsubsidy application, consumer personal I.D., EV Vehicle License, EV purchase invoice and other required documents and requests reimbursement (to the common stock of Continental. Afterdealer) for the closing of the Exchange Agreement, Stone Mountain had a total of 19,961,000 shares of common stock outstanding, with the Continental Shareholder owning 60.12% of the total issued and outstanding shares of Stone Mountain’s common stock, and the remaining shares outstanding were held by those who held shares of Stone Mountain’s common stock prior to the closing.

As a result of this transaction, Continental became a wholly owned subsidiary of Stone Mountain. Thereafter, the business of thelocal government subsidy.

Our Organizational Structure

The Company was that of Continental’s wholly owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd. On August 13, 2007, we changed our name from Stone Mountain Resources, Inc. to Kandi Technologies, Corp.

Stone Mountain was a public shell company prior to the closing of the Exchange Agreement. Stone Mountain was originally incorporated on March 31, 2004 in the State of Delaware, and operated as a gold exploration company exploring Nevada mineral properties before ceasing operations in May 30, 2007.

Stone Mountain Resources, Inc. (“Stone Mountain”) was incorporated under the laws of the State of Delaware on March 31, 2004. On August 13, 2007,The Company changed its name from Stone Mountain Resources, Inc. to Kandi Technologies, Corp. on August 13, 2007. On December 21, 2012, the Company changed its name to Kandi Technologies Corp. (“Kandi” orGroup, Inc.

4


Headquartered in the “Company”).

On June 29, 2007, pursuant toJinhua city, Zhejiang Province, China, the share exchange agreement between Stone Mountain Resources, Inc., Continental Development Limited, (“Continental”)Company is a producer and Excelvantage (Continental’s sole shareholder), Stone Mountain issued 12,000,000 sharesmanufacturer of its common stock to Excelvantage,electrical vehicles, all-terrain vehicles, go-karts, specialized utility vehicles and a variety of other specialty vehicles for sale in exchange for 100% of the common stock of Continental. As a result of the share exchange, Continental became a wholly-owned subsidiary of Stone Mountain. Kandi Technologies, Corp.PRC and global markets. The Company conducts its primary business operations through its wholly ownedwholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd., a People’s Republic (“Kandi Vehicles”) and the partial and wholly-owned subsidiaries of China (“PRC”) company.
On June 24, 2008 the Company closed its acquisition ofKandi Vehicles.

The Company's organizational chart is as follows:

Operating Subsidiaries

In January 2011, pursuant to relevant agreements, Kandi Vehicles is entitled to 100% of the shareseconomic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi Special Vehicles Co., Ltd (“KSV”), after which KSV became a wholly-owned subsidiary of the Company. The acquisition was accounted for as a purchase in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations.” The consolidated statements of income include the results of operations of KSV at the date of acquisition. On March 10, 2009, KSV changed its name to Kandi New Energy Vehicles Co., Ltd, (“KNE”). On June 11, 2009, KNE changed its name back to KSV.


On May 9, 2008, the Company sold Zhejiang Yongkang Top Import & Export Co., Ltd. (“Dingji”), a subsidiary of the Company, to certain individuals.

On December 31, 2010, Energy.

Jinhua Three Parties New Energy Vehicles Service Co., ltd. (“Jinhua Service”) was formed byas a joint venture, withby and among our wholly-owned subsidiary, Kandi Vehicles, the State Grid Power Corporation and Tianneng Power International, Inc.International. The Company, indirectly through Kandi Vehicles, has a 30% ownership interest in Jinhua Service.

In April 2012, pursuant to a share exchange agreement, the Company acquired 100% of Yongkang Scrou Electric Co. (“Yongkang Scrou”), a manufacturer of driving motor, air-conditioning and controllers for electric vehicles and auto generators.

In March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into between Kandi Vehicles and Shanghai Maple Guorun Automobile Co., Ltd. (“Shanghai Maple”), a 99% owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”), the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) in connection with developing, manufacturing and selling electrical vehicles (“EVs”) and related auto parts. Each of Kandi Vehicles and Shanghai Maple has a 50% ownership interest in the JV Company. The strategic purpose of the JV Company is to establishincrease the first Chinadevelopment and use of neighborhood electric super-mini automobiles battery replacement services.vehicles, which that parties believe address a growing and necessary market, particularly considering their relatively low price and the notorious street congestion and pollution of China's largest cities

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In March 2013, Kandi Vehicles formed Kandi Electric Vehicles (Changxing) Co., Ltd. (“Kandi Changxing”) in the Changxing (National) Economic and Technological Development Zone. Kandi Changxing specializes in the production of EVs. In fourth quarter of 2013, Kandi Vehicle entered into an ownership transfer agreement with JV Company to transfer 100% ownership to Kandi Changxing to the JV Company. The Company, owns 30%indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi Changxing.

In April 2013, Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) was formed by Kandi Vehicles and Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”) in Wanning City of Jinhua Service.


The primary operationsHainan Province. Kandi Vehicles has a 90% ownership in Kandi Wanning, and Kandi New Energy has the remaining 10% interest. However, Kandi Vehicles is, effectively, entitled to 100% of the economic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi Wanning, since it is entitled to 100% of the economic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi New Energy.

In July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) was formed The JV Company arehas a 19% ownership interest in the design, development, manufacturing,Service Company. The Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 9.5% ownership interest in the Service Company.

In November 2013, Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company has 100% ownership interest in Kandi Jinhua, and commercializingthe Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi Jinhua.

In November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) was formed by the JV Company. The JV Company has 100% ownership interest in JiHeKang, and the Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in JiHeKang.

In December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Maple in connection with acquiring 100% ownership of all-terrain vehicles, go-karts,Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and specialized automobile related products for the PRCCompany, indirectly, through its 50% ownership interest in the JV Company owns 50% of Kandi Shanghai.

Our Vehicles and global export markets. Sales are made to dealers in Asia, North America, Europe and Australia.

Business Overview

Products

General

Kandi’s

Kandi's products include EVs, off-road vehicles (which include ATVs, UTVs,utility vehicles (“UTVs”), and go-karts), motorcycles etc. According to our market research on consumer demand trends, the Company has adjusted its production line strategically and mini-cars.


  Fiscal Year Ended December 31 
  2010  2009 
  Unit  Revenue  Unit  Revenue 
All-terrain Vehicles (ATVs)  5,868  $3,716,893   6,192  $3,020,271 
Super-mini car (EV)  1,618   6,800,000   2,102   8,478,424 
Go-Kart  28,366   25,434,803   12,829   11,556,921 
Mini Pick-up  -   -   1   4,364 
Utility vehicles (UTVs)  2,270   4,839,256   3,508   8,477,828 
Three-wheeled motorcycle (TT)  917   2,089,348   1,313   2,289,954 
Total  39,039  $42,880,300   25,945  $33,827,762 
The table above reflects the 2009 unit salescontinues to develop and manufacture new products in categories different from those used in our 10-K for the year ended December 31, 2009.  We have moved certain models of our vehicles from one categoryan effort to another because we concluded that, given the configurationmeet market demands and properties of the vehicles and the ways in which the markets for our products are developing, the categories we have utilized in the table above better reflect our performance in the several vehicle product lines in which we compete.  We have fully explained the changes in revenue presentation from the 2009 10-K to this 2010 10-K in a report on Form 8-K filed with the SEC on May 16, 2011.serve its customers.

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2

 

 Year ended December 31 

 

 2013  2012 

 

 Units  Revenue  Units  Revenue 

All-terrain Vehicles (ATVs)

 18,295 $ 10,407,858  14,467 $ 6,402,753 

Electric Vehicles (EVs)

 4,694  46,619,203  3,915  19,034,936 

Go-Kart

 36,499  33,187,877  34,517  30,794,415 

Utility vehicles (UTVs)

 440  1,155,221  93  319,014 

Three-wheeled motorcycles (TT)

 243  383,760  1,060  1,272,898 

Refitted car

 39  1,058,095  115  3,172,417 

Auto generator

 51,588  1,724,031  93,881  3,517,237 

Total

 111,798 $ 94,536,045  148,048 $ 64,513,670 

Off-Road Vehicles


In 2003 Kandi began mass production of go-karts. The Company is now one of the leading manufacturers of go-karts in the People’s Republic of China (PRC). Kandi produces a wide range of go-karts, from the 90cc class to the 1,000cc class in cylinder displacement. Kandi also produces four-wheeled all-terrain vehicles (ATVs) and specialized utility vehicles (UTVs), which are ATVs special-fitted for agricultural and industrial use.


Revenues from2013, our ATVs experienced an increase in revenue of $4,005,105 or 62.6%, a significant26.5% increase of $696,622, or 23%, in year 2010 over the comparable fiscal years, which was attributable to 29.9%unit sales, and a 28.5% increase in the average unit price from $488 in 2009 to $633 in 2010.  During the fiscal year 2010, because the Company successfully developed several new competitive models, which are relatively high end and with higher than average unit prices. Therefore, although the unit sales decreased 5.2%, the revenue still increased 23% compared to fiscal year 2009.

2012. The increase in revenue was primarily attributable to the fact that market condition for ATV products continued to recover and the increase in the average unit price is because a higher percentage of high-end and middle-end products were sold in 2013.

In 2010,2013, our Go-Kartsgo-karts experienced a significantan increase in revenue of $13.9 million$2,393,462, or 120% over7.8%, a 5.7% increase in unit sales, and a 1.9% increase in the average unit price compared to fiscal year 2009, which2012. The increase in revenue was mainly attributable to the relatively stable growth in go-karts sales. The Company manufactures both high-end, more expensive go-kart products and less expensive go-kart products to meet customers' various needs. The Company manufactures go-kart products at a 121%range of prices to meet the various needs and budgets of our diverse customer base.

In 2013, our utility vehicles (“UTVs”) experienced an increase in revenue of $836,207 or 262.1%, a 373.1% increase in unit sales, from 12,829 unitsand a 23.5% decrease in 2009the average unit price compared to 28,366 units in 2010.  Infiscal year 2010, the improved market conditions, which benefited from the world economic recovery from the financial crisis, created a large2012. The increase in demand, especially demand for middlerevenue was mainly attributable to the increase of UTV orders. The decrease in the average unit price was due to the fact that cheaper model UTVs took a higher percentage of sales in year 2013.

EV Products

In 2013, our EV products experienced an increase in revenue of $27,584,267 or 144.9%, a 19.9% increase in unit sales, and small size products, which had been suppressed duringa 104.3% increase in the financial crisis.


Revenues from our three-wheeled motorcycle (TT) dropped by $0.2 million, or 8.8%, fromaverage unit price compared to fiscal year 20092012. In the fourth quarter, the EV revenues increased $26,382,915, or 193.7% compared to 2010, whichthe same period of 2012. The unit sales grew by 27.2% and the average unit price increased by 130.9% . The significant increase was mainly attributable tothe newly added EV models –Kandi Brand SMA7000BEV, a five-door & five-seat vehicle and SMA7001BEV, an improved model of electric vehicle, were both sold at a higher price. The increasing sales were driven by Hangzhou Public EV Sharing System (the “Car share” Project). Thanks to the renewal of national subsidy policy in September of 2013, most of our EV sales occurred in the fourth quarter. We believe that sales in the first three quarters were negatively affected by the delay of the subsidy policy.

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Motorcycles

In 2013, our TT experienced a decrease in revenue of $889,138 or 69.9%, a 77.1% decrease in unit sales, of 30% from 1,313 unitsand a 31.5% increase in 2009 to 917 units in 2010. In year 2010, the Company modified the model 250MB2, and increased its performance. As a result, the Company increased its unit price in 2010. As the main product of our TT product line, the price increase of model 250MB2 caused the average unit price of TT productscompared to increase by 30.6% in year 2010. During fiscal year 2010, unit sales of 250MB2 remained stable; however, unit sales of other models decreased, which caused the total sales to dropped in general.


Utility vehicles (UTVs) experienced a significant2012. The decrease in revenues from $8,477,828 to $4,839,256. This 43% decrease is due to a 11.8% decrease in average unit price and a 35% drop in unit sales from 3,508 units in 2009 to 2,270 units in 2010. This significant drop is primarily because more competitors entered the UTV market in year 2010 after the UTV market recorded high profit in year 2009. Because of the high competition in this UTV market, the Company has reduced its price to maintain its competitive position. However, the severe competition still caused the Company to experience a significant sales drop in UTV products in year 2010.
Mini-Car Products
The global market potential for all-electric vehicles has been forecasted to reach up to 30 million units by 2015, according to the China Association of Automobile Manufacturers (CAAM). Governments such as China and the United States are beginning to see the important benefits pure Electric Vehicles bring to the environment as they approve subsidies for EV purchasers and manufacturers. Recent goals from both the Chinese and U.S. governments have included an annual production capacity of 500,000 alternative-energy vehicles by 2011 and 1,000,000 alternative-energy cars on the road by 2015, respectively.

Kandi began sales of its gas-powered Super-mini car, CoCo, in August 2008. The first generation  CoCo was designed for local neighborhood driving, with a 250cc single cylinder, 4-stroke water-cooled engine with a top speed of 25 mph, achieving 60 mpg. In 2009, the Company launched the battery powered all-electric CoCo. The electric CoCo (EV) is designed to achieve a top speed of 25 mph, and will have a driving range of 80 miles on a single full charge.

In 2010, revenues from our Super-mini car, which is known as the pure Electric Vehicle (EV) in China and CoCo elsewhere, dropped significantly by $1.7 million, or 20% from 2009, which was primarily attributable to the change in the product structure. There were less TTs manufactured and we may decrease or stop manufacturing such products. The increase in the average unit price in 2013 was due to the fact that a higher percentage of TTs sold were more expensive models.

Refitted Car

In 2013, our refitted car experienced a decrease in revenue of $2,114,322, or 66.6%, a decrease of 66.1% in unit sales and a 1.7% decrease in the average unit price compared to fiscal year 2012. The decrease in revenue was mainly because the Company decided to discontinue this business during the third quarter of 2013 and focus its efforts on increasing its electric vehicles revenue in the Chinese market. “Refitted Car” is a term used by the Company to describe a line of business, where the Company modifies (refits) vehicles manufactured by unrelated, other companies to meet the special requirements of our customers. For example, the Company may make exterior changes, refit AMWS, or install nonstandard features, including, but not limited to, a rearview camera, TPMS, drive recorder, anti-theft device, reversing radar and DVD player.

Auto generator

In 2013, our auto generator experienced a decrease in revenue of $1,793,206 or 51.0%, a 45.0% decrease in unit sales of 23% from 2,102 unitsand a 10.8% decrease in 2009 to 1,618 units in 2010. In fiscal year 2010, the Company modified some models by equipping them with lithium batteries, and consequently increased their unit prices. Therefore, although the Company reduced the sale prices for some old models, the introduction of the vehicles equipped with lithium batteries increased the average unit price 4.2% from $4,034 in 2009compared to $4,203 in 2010.


In fiscal year 2010, because2012. The decrease in revenue was due to the Chinese government is promoting the new energy cars, the Company shifted its focus marketadjustment in Yongkang Scrou's product offering from the United Statesa manufacturer of auto alternators to Chinaa wide range of main products, such as driving motor, air-conditioning and controller for the EV products. In the U.S market, the U.S. government subsidiaryelectric vehicles now. Yongkang Scrou provides these products for use with our vehicles. Sales in connection with providing these products to electric powered cars is lower, which has affected EV’s sales revenuesour vehicles are categorized as inter-company transactions and have been eliminated in the U.S market. At the same time, however the Chinese market needs time to develop. As a result, total sales dropped in year 2010 for the EV products. However, the Company expects significant growth in the sales of the pure Electric Vehicles in China and expects to expand the product line in the near term.

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The Company ceased production of the Mini Pick-Up in 2009 and sold only one specially-manufactured vehicle in 2009. In year 2010, no Mini Pick-Up was sold.

consolidation.

The following table shows the breakdown of Kandi’sKandi's revenues from its customers by geographic markets based on the locationmarkets:

  Year Ended December 31 
  2013  2012 
  Sales Revenue  Percentage  Sales Revenue  Percentage 
North America$ 6,906,807  7% $ 7,243,257  11% 
Europe and other regions 2,394,948  3%  1,639,990  3% 
China 85,234,290  90%  55,630,423  86% 
Total 94,536,045  100%  64,513,670  100% 

The majority of the distributors during the fiscal years ended December 31, 2010 and 2009:


   The Years Ended of December 31 
  2010  2009 
  Sales Revenue  Percentage  Sales Revenue  Percentage 
North America $4,474,619   11% $4,058,400   12%
Europe  497,910   1%  405,067   1%
China  37,907,771   88%  29,364,295   87%
Total  42,880,300   100%  33,827,762   100%

For the year ended December 31, 2010, sales to North America and sales to Europe increased in terms of volume. However, the percentage of those two markets as a percentage of total sales did not change significantly, which reflects the fact that the Company is expanding in all markets. In the year 2011, we expect continued sales growth in those regions, especially in China.  For the years ended December 31, 2010 and 2009, about 95% of sales to China are salesour legacy products were sold to Chinese export agents, who resell the Company’sCompany's products to North America, Europe, and other regions.

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Recent Development Activities

In recent years,

As disclosed on a Form 8-K, filed January 16, 2014, the Company entered into warrant subscription agreements (the “Subscription Agreements”) with certain institutional investors (the “Investors”). Pursuant to the Subscription Agreements, the Company issued and sold to the Investors private placement warrants to purchase an increased focusaggregate of 1,429,393 shares of the Company hasCompany's common stock at an exercise price equal to $15.00 (the “Private Warrants”) for a total purchase price of approximately $14,294. Because this transaction was a private placement made in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act, neither the Private Warrants nor the underlying shares of common stock issuable upon the exercise of the Private Warrants have been onregistered under the development of products for its domestic marketSecurities Act, and neither may be offered or sold in China, particularly battery powered all electric super-mini automobiles (EVs).  In November, 2009,the United States absent registration or an applicable exemption from registration.

Immediately prior to entering into the Subscription Agreements, the Investors exercised then outstanding Series A Warrants and Series C Warrants (the “Registered Warrants”) that were issued to the Investors by the Company sold 30 specially designed low speed EVsin connection with a direct registered offering that, as reported on a Form 8-K, filed on June 26, 2013, were entered into on June 26, 2013 (the “Registered Offering”). As a result of such exercise, the Investors purchased an aggregate of: (i) 1,750,415 shares of our common stock at an exercise price of $7.24 per share (pursuant to the Postal Service in Jinhua,Series A Warrants) and in July, 2010,(ii) 291,574 shares of our common stock at an exercise price of $8.69 per share (pursuant to the Company announced that it received an order from the Postal Service in Hangzhou, Zhejiang Province, for 60 all electric vehicles.


Series C Warrants). On January 4, 2010,3, 2014, and, January 6, 2014, respectively, the Company announced that it formed an alliance with major Chinese energy, ITInvestors exercised all of the Series B Warrants issued to them in the Registered Offering, and, battery companies to help launch a new business model for the mass commercialization of EVs to be expanded on a city by city basis, addressing key concerns relating to EVs, including high purchase costs, limited driving ranges and convenience and safety matters with respect to the charging, maintenance and disposal of batteries.  Under this new business model, consumer costs will be reduced as a result of government cooperation and subsidies, and driving ranges will be extended throughsuch exercise, purchased a total of 728,936 shares of common stock at an exercise price of $7.24 per share.

During January to March of 2014, the construction of “battery farms” which will allocate power to a network of “express change” battery stations where batteries may be rented and exchanged utilizing Kandi technology.  Central to the new business strategy, batteries will be made available on a rental basis separate from the sale of each vehicle.  An initial goalPresident of the Alliance isCompany Mr. Hu Xiaoming accepted special interviews respectively from multiple news organizations such as China Central Televsion (CCTV), the establishmentXinhua News Agency, Agence France Press(AFP), Associated Press (AP) etc. to introduce them the business model- Mini-Public Transportation Pure EVs Program and the progress updates.

During January to March of a revolutionary comprehensive model EV city in Jinhua to be followed by other model cities in Zhejiang Province with the assistance and participation of the local and regional governments.  The core members of the alliance with2014, the Company are China Potevio/CNOOC New Energy and Power Ltd. (a joint venture between China National Offshore Oil Corporation and China Potevio Co.) and Tianneng Power International, Ltd.


In April, 2010,hosted respectively the Company announced that it anticipated that local and regional government funded subsidies for up to 50% of the purchase price ofresearches on Hangzhou Mini-Public Transportation EVs would be made available to the first 3,000 purchasers of the Company’s EVs in the Jinhua EV model city. 

Most significantly, on April 30, 2010, China’s Ministry of Industry and Information and Technology qualified the Company’s low speed vehicle (KD5020X) for China’s energy conserving and new energy projects.   The vehicle was placed on its list of vehicles in its 10th catalogue of recommended car types which meet requirements for sales to the public.  On June 1, 2010, the Chinese Ministry of Finance (MOF) announced planned trial subsidies for China’s EV and hybrid car manufacturers of up to RMB 60,000 and RMB 50,000 (about $9,000 and $7,500), respectively, as part of an effort to stimulate purchases of these vehicles to help reduce emissions and gasoline consumption.  Additionally, the announcement indicated there will be government investment and policy support for EV infrastructure, such as battery charging stations.  The announcement noted that the trial will be initiated in five Chinese cities: Shanghai, Hangzhou, Changchun, Shenzen and Hefei.  On June 21, 2010, the Company announced that another EV product, Model KD 5010XXYEV, was also approved for sale in China, and this will likely be the primary model available to the EV buyers in China.
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On July 16, 2010, the Company announced that construction of the first battery charging station was underway in Jinhua.  The State Grid Corporation of China, China’s largest electric power and transmission company, is funding the project and is responsible for construction, which is completed in November of 2010.

On October 5, 2010, the Company announced a joint venture with a subsidiary of China’s largest power transmission company, State Grid Power Corporation, and China’s leading lead motive battery maker, Tianneng Power International, Inc., to establish the first China EV battery replacement services Company.  Kandi’s 30% share of this Company is expected to provide an additional new revenue stream for Kandi’s  EVand recreational vehicles product lines.

On November 26, the Company opened Jinhua City’s first “Battery Charging Farm” and “Express Change” battery station for Kandi’s pure EVs and launched consumer EV sales in Jinhua. The Company immediately sold out the first 20 EVs available in Jinhua on the day of launch with the anticipated local subsidies. This marks the beginning of commercial sales of pure EV car in China.
On December 13, 2010, the Company announced it is making efforts to develop its “Express Change” EV model and EV sales in a second city — the nearby major metropolis of Hangzhou. Hangzhou, less than 80 milesProgram from the Company’s home base in Jinhua, is the capital city of Zhejiang province where the Company locates.  Hangzhou is one of the five original pilot cities selected by the Chinese government to be eligible for national subsidies to promote the sale of new energy vehicles and has grasped the opportunity by taking several significant related initiatives. These include announcing plans for a variety of additional locally funded subsidies to be paid directly to renters and buyers of pure EVs (up to $9000 or RMB 60,000) and hybrid vehicles (up to $7500 or RMB 50,000).  Additionally, the local government in Hangzhou has announced plans to build a network of EV infrastructure to serve the more than 8.1 million residents60 fund anyalists both domestic and abroad from JP Morgan Securities, Schroders Equity Research, Morgan Stanley, China Merchants Securites, Shenyin & Wanguo Securities and so on.

During Janurary to March of this large (6,505 square miles) and very prosperous (per capita GDP $10,972) city. The city has announced it intends to build four centralized battery charging stations, 38 changing stations, 145 distribution centers and 3,500 sets of charging poles to support both hybrid and pure EV sales. To better promote the sales of pure EVs in Hangzhou,2014, the Company also openedreceived a visiting delegation , consisting of local leaders from more than 20 new corporate office.

On December 17, 2010, the Company announced it has expanded its “Express Change” Pure EV line with the development of a new lithium ion battery powered model, the KD5011. The Company also confirmed that with its appearance on the Vehicle Manufacturersenergy vehicle pilot cities in China, who came to examine and Products List published by the Ministry of Industry and Information China, the new KD5011 is eligible for national subsidies of up to RMB 60,000 (US$9,000) per vehicle in all “pilot” cities designated as such to date by the Chinese government. The new KD5011 EV operates with “Express Change” lithium ion (lithium iron phosphate) batteries which, like the Company’s KD5010, can be safely and quickly replaced by professionals in authorized “Express Change” battery stations. In the Kandi EV model,learn Hangzhou Mini-Public Transportation Pure EVs are sold without batteries to effectively lower the consumer purchase price and eliminate battery maintenance and charging responsibilities, and “Express Change” stations are positioned throughout a city to extend the vehicles’ driving range. As compared with the KD5010 currently manufactured by the Company, which operates with lead-acid rechargeable batteries and has a driving range of 100-150 km per charge, the driving range per charge of the new KD5011 is increased to up to 200-230 km.

Program.

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Sales and Distribution

Kandi’s sales are made through third-party distributors, which distribute Kandi’s products to local wholesalers and retail dealers. Worldwide, Kandi

The Company sells its products through tento exporters (from China), to importers (including U.S. importers) and to distributors or dealers or our business partners (in China); the Company does not sell its products to retail (or end-user) customers. Independent third-party intermediaries distribute and resell our products on terms and conditions determined in their sole discretion. For example, the products exported to the U.S. market are sold to our U.S. importers. This model is used for all of our products, including the Semi Knocked Down (“SKD”) sets sold in our domestic market. SKD sets are complete sets of the main parts that can be assembled into whole vehicles. The SKD sets we sell are very close to the final whole vehicles, so we categorize them as vehicle products. The Company sells SKD sets to our regional partners (manufacturers or dealers), who then assemble, customize and resell the cars.

The terms of the products that we sell to our U.S. importers are similar to those for products that we export to other countries and regions where we sell to the independent distributorsintermediary companies. The re-sale terms of these products are determined by the intermediary companies and U.S. importers.

Customers

As of December 31, 2013, our major customers, in the aggregate, accounted for off-road vehicles.


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Components78% and Parts, Raw Materials91%, respectively, of our sales and Sourcesaccounts receivable. Currently, the Company is developing new business partners and clients for our legacy products to reduce our dependence on existing customers. New business development efforts, combined with our strategic focus on our Pure Electric Vehicles business, which includes a Pure Electric Vehicles Mini Public Transportation Program that has exhibited promising growth potential, should, hopefully, reduce our dependence on our legacy products and our current major customers.

The Company's major customers, each of Supply


Kandi manufactures the frames of its vehicles and assembles the vehicles in its factory in Jinhua, China.  Other components and parts, such as engines, shock absorbers, electrical equipment and tires, are purchased from numerous suppliers.  The principal raw materials used by Kandi are steel plate, aluminum, special steels, steel tubes, paints, and plastics, which are purchased from several local suppliers.  The most important raw material purchased is steel plate. There is only one supplier whowhom accounted for more than 5%10% of the Company’s purchases of major components and parts and principal raw materials during theour consolidated revenue, were as follows:

 

 Sales  Accounts Receivable 

 

 Twelve  Twelve       

 

 Months  Months       

 

 Ended  Ended       

 December,31,  December,31,  December31,  December31, 

Major Customers

 2013  2012  2013  2012 

Jinhua Baoxiang Import & Export Co., Ltd

 24%  33%  15%  21% 

Shanghai Huapu Auto Co., Ltd

 23%  -  52%  - 

Zhejiang Jin Li Ma Trading Co., Ltd.

 14%  12%  8%  8% 

Jinhua Chaoneng Auto Sales Co., Ltd.

 10%  7%  7%  8% 

During fiscal year ended December 31, 2010.2013, the Company sold products to Kandi USA Inc. carrying trade name of Eliteway Motorsports (“Eliteway”) amounting to $6,906,807 (2012:$5,297,548). At the fiscal year ended 2013, outstanding receivable due from Eliteway was $2,800,958 (2012: $2,678,349).

Mr. Hu Wangyuan was the sole shareholder and officer of Eliteway which served as a US importer of the Company's products. Mr. Hu Wangyuan is the adult son of the Company's chairman and Chief Executive Officer, Mr. Hu Xiaoming. As of and for the year ended December 31, 2013, Eliteway and Mr. Hu Wangyuan were financially independent from the Company. The transactions between the Company and Eliteway were carried at arm's-length without preferential terms comparing with other customers at the comparative order size or volume.

Sources of Supply

All the raw materials are purchased from the suppliers. The major parts of our products are mainly manufactured by Kandi. Other components and parts that are needed are purchased from third-party suppliers. Kandi does not have, and does not anticipate having, any difficulty in obtaining its required materials from suppliers and considers its suppliers. In reaching this determination, we considered our current contracts and our current business relationsrelationships with theour suppliers.

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The Company's material suppliers, to be satisfactory.

Seasonality
Kandi’s Super-mini car, motorcycle and off-road vehicle businesses have historically experienced some seasonality.  However, this seasonality has not generally been material to our financial results.
Competition

The global small vehicle markets and new energy vehicle markets are highly competitive. Competition in such markets is based upon a numbereach of factors, including price, quality, reliability, styling, product features and warranties. As a relatively new entrant into the market, manywhom accounted for more than 10% of our total purchases, were as follows:

 

 Purchases  Accounts Payable 

 

 Twelve  Twelve       

 

 Months  Months       

 

 Ended  Ended       

 December,31,  December,31,  December31,  December31, 

Major Suppliers

 2013  2012  2013  2012 

Zhejiang New Energy Auto System Co., Ltd.

 33%  26%  12%  - 

Zhejiang Mengdeli Electric Co., Ltd.

 32%  32%  13%  4% 

Competitors

Despite the fact that we have other competitors, some of whom are more diversifiedlarger and have greater financial and marketing resources than we do, we continue to believe that we are substantially greater than thoseone of Kandi.

the industry leaders with respect to the Chinese pure EV industry.

Employees

As of December 31, 2010,2013, excluding the contractors and employees in the JV Company, Kandi had a total of 475 full time430 full-time employees. None of our employees are represented by any collective bargaining agreements.

Pure Electric Vehicles Subsidies

Currently, there are two subsidies from central and local governments for the pure electric vehicles (the “EVs”) in China – one from each of the central and local governments. The ultimate beneficiary for these subsidies is the consumer and the actual prices that consumers pay reflect the deduction of both subsidies.

a) The central government provides a subsidy to manufacturers paid in advance quarterly upon application and approval and settled annually. After selling product to dealers, manufacturers can submit subsidy payment applications with invoices and other supporting documents at the end of each quarter to the requisite central government agencies through their regional offices. After the review and approval by the agencies, the central government makes advance subsidy payments to the manufacturers. At the end of the year, the final subsidy amounts are verified, reconciled according to the number of vehicles actually sold to consumers and settled on an annual basis.

b) Pursuant to the requirement of the central government, the local governments provide a subsidy to consumers who purchase EVs by a price reduction from the dealer. After the consumer purchases an EV at a reduced selling price from the dealer, the dealer submits a subsidy application to the local government, including a consumer authorization letter for subsidy application, consumer personal I.D., EV Vehicle License, EV purchase invoice and other required documents and requests reimbursement (to the dealer) for the local government subsidy.

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Environmental and Safety Regulation

Emissions

The

Our products are all subject to international laws and emissions related regulations, including regulations and related standards established by China Environmental Protection Agency, the United States Environmental Protection Agency (“EPA”) and, the California Air Resources Board (“CARB”) have adopted, Europe and Canada.

All Kandi's products comply with all applicable emissions regulations applicable to Kandi’s products. CARB has emissions regulations for ATVs and off-road vehicles which the Company already meets. In October 2002, the EPA established new corporate average emission standards effective for model years 2006 through 2012 for non-road recreational vehicles, including ATVs and off-road vehicles.

Kandi’s motorcycles are also subject to EPA and CARB emission standards. Kandi believes that its motorcycles have always complied with these standards. The CARB regulations required additional motorcycle emission reductions in model year 2008 which the Company met. The EPA adopted the CARB emission limits in a January 2004 rule that allows an additional two model years to meet these new CARB emission requirements on a nationwide basis.
Kandi’s products are also subject to international laws and regulations related to emissions in places where it sells its products outside the United States. Europe currently regulates emissions from certain of the Company’s ATV-based products, motorcycles, and mini-cars and the Company meets these requirements. Canada’s emission regulations for motorcycles are similar to those in the U.S. In December 2006 Canada proposed a new regulation that would essentially adopt the U.S. emission standards for ATVs and off-road vehicles. These regulations became effective in 2009 and the Company meets this standard.

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Kandi believes that its off-road vehicles, motorcycles and Super-mini cars have always complied with applicable emission standards and related regulations inChina Environmental Protection Agency, the United States and internationally. Kandi isinternationally, the California Air Resources Board (“CARB”), Europe and Canada. However, we are unable to predict the ultimate impact of standards and regulations adopted in the adoptedfuture or proposed regulations on Kandi and its business.

Use regulation

The sale and use of products must be subject to the "Traffic Law" and relevant laws & regulations in China. National, State, and federal laws and regulations have been promulgated, or are under consideration, relating tothat impact the use or manner of use of Kandi’sKandi's products. SomeCertain states and localitieslocal authorities have adopted, or are considering the adoption of, legislation and local ordinances which restrict the use of ATVs and off-road vehicles to specified hours and locations. The federal government also has restricted the use of ATVs and off-road vehicles in some national parks and federal lands. In several instances, thisthe restriction has been a complete ban on the recreational use of these vehicles. Kandi is unable to predict the outcome of such actions or the possible effect on its business. Kandi believes that its business would be no more adversely affected than those of its competitors by the adoption of any such pending laws or regulations.

Product Safety and Regulation


Safety Regulation

The U.S. federal government and individual states have promulgatedadopted, or are considering promulgatingthe adoption of, laws and regulations relating to the use and safety of Kandi’sKandi's products. The federal government is the primary regulator of product safety. The Consumer Product Safety Commission (“CPSC”) has federal oversight over product safety issues related to ATVs and off-road vehicles. The National Highway Transportation Safety Administration (“NHTSA”) has federal oversight over product safety issues related to on-road motorcycles.

In August 2008, the Consumer Product Safety Improvement Act (the “Act”) was passed. The Act includes a provision that requires all manufacturers and distributors who import into or distribute ATVs inwithin the United States to comply with the ANSI/SVIA safety standards, which were previously voluntary. The Act also requires the same manufacturers and distributors to have ATV action plans filed with the CPSC that are substantially similar to the voluntary action plans that were previously in effect. Kandi currently complies with the ANSI/SVIA standard.

Kandi’sstandards.

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Kandi's motorcycles are subject to federal vehicle safety standards administered by NHTSA. Kandi’sKandi's motorcycles are also subject to various state vehicle safety standards. Kandi believes that its motorcycles have always compliedcomply with safety standards relevantapplicable to motorcycles.

Kandi’s

Kandi's products are also subject to international safety standards related to safety in places where it sells its products outside the United States. Kandi believes that its motorcycles and Super-mini cars have always compliedEVs comply with applicable safety standards in the United States and internationally.


Principal Executive Offices


Our principal executive office is located in the Jinhua City Industrial Zone in Jinhua, Zhejiang Province, PRC, 321016 and our telephone number (86-579)82239856.


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Item 1A. Risk Factors.


You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this annual report on Form 10-KAnnual Report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur,occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.


Risks Relating to Our Overall Business Operations


Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We have a limited operating history because we have only been in operation since 2003.  This limited operating history, and the unpredictability of the machinery production industry, makes it difficult for investors to evaluate our businesses and predict future operating results. An investor in our securities must consider the risks, uncertainties and difficulties frequently encountered by companies in new and rapidly evolving markets.  The risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.

We may not be able to comply with all applicable government regulations.


We are subject to extensive governmental regulation by the central, regional and local authorities in the PRC, where our business operations take place. We believe that we are currently in substantial compliance with all laws and governmental regulations and that we have all material permits and licenses required for our operations. Nevertheless, we cannot assure investors that we will continue to be in substantial compliance with current laws and regulations, or that we will be able to comply with any future laws and regulations. To the extent that new regulations are adopted, we willmay be required to conform our activities in order to comply with such regulations. Failure to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on itsour business, operations and finances.


Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines.


Our business operations generate noise, waste water, and gaseous byproduct and other industrial wastes.waste. We are required to comply with all national and local regulations regarding protection of the environment. We are in compliance with current environmental protection requirements and have all necessary environmental permits to conduct our business. However, if more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial. Additionally, if we fail to comply with present or future environmental regulations, we may be required to pay substantial fines, suspend production or cease operations. Any failure by us to control the use of, or to adequately restrict adequately the unauthorized discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions into our business operations. Certain laws, ordinances and regulations could limit our ability to develop, use, or sell our products.

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Our business depends substantially on the continuing efforts of our executive officers, and our business may be severely disrupted if we lose their services.


Our future success depends substantially on the continued services of our executive officers, especially our CEO and President,Chairman of the Board of Directors, Mr. Hu Xiaoming. We do not maintain key man life insurance on any of our executive officers. Although this possibility is low, ifIf any of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executivesexecutive officers joins a competitor or forms a competing company, we may lose some of our customers.


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We may be subject to product liability claims, recalls or warranty claims,recalls which could be expensive, damage our reputation and result in a diversion of management resources.


The Company may be subject to lawsuits resulting from injuries associated with the use of the vehicles that it sells. The Company may incur losses relating to these claims or the defense of these claims. There is a risk that claims or liabilities will exceed our insurance coverage. In addition, the Company may be unable to retain adequate liability insurance in the future.

The Company may also be required to participate in recalls involving our vehicles, if any prove to be defective, or we may voluntarily initiate a recall or make payments related to such claims as a result of various industry or business practices or the need to maintain good customer relationships. Such a recall would result in a diversion of resources. While we do maintain product liability insurance, we cannot assure you that it will be sufficient to cover all product liability claims, that such claims will not exceed our insurance coverage limits or that such insurance will continue to be available on commercially reasonable terms, if at all. Any product liability claim brought against us could have a material adverse effect on our results of operations.

In recent years, the economy of China has experienced unprecedented growth. This growth has slowed in the last year, and if the growth of the economy continues to slow or if the economy contracts, our financial condition may be materially and adversely affected.

The rapid growth of the PRC economy has historically resulted in widespread growth opportunities in industries across China. As a result of the global financial crisis and the inability of enterprises to gain comparable access to the same amounts of capital available in past years, there may be an adverse effect on the business climate and growth of private enterprise in the PRC. An economic slowdown could have an adverse effect on our sales and may increase our costs. Further, if economic growth slows, and if, in conjunction, inflation is allowed to proceed unchecked, our costs would likely increase, and there can be no assurance that we would be able to increase our prices to an extent that would offset the increase in our expenses.

In addition, a tightening of the labor markets in our geographic region may result in fewer qualified applicants for job openings in our facilities. Further, higher wages, related labor costs and other increasing cost trends may negatively impact our results.

Government policies may negatively affect our results.

Currently, the Company's EV products are mainly sold to in the Chinese domestic market, and the EV industry is supported by the Chinese central and local governments. Therefore, our EV products' performance is significantly affected by the policies adopted by governmental authorities in China. Any significant adverse changes in the Chinese government's supporting policies may negatively affect our results.

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The audit report included in this Annual Report was prepared by auditors who are not inspected by the Public Company Accounting Oversight Board and, as a result, you are deprived of the benefits of such inspection

The independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the “PCAOB”, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections in China prevents the PCAOB from regularly evaluating our auditor's statements, audits and quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor's quality control and audit procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

We face risks related to the ongoing SEC investigation

In November 2013, the SEC Denver office informed the Company that it was conducting an investigation of the Company and made a request for the production of documents and information. The Company is cooperating fully with the SEC in this matter. The Company is unable to predict what action, if any, might be taken in the future by the SEC as a result of the matters that are the subject of the investigation or what impact, if any, the cost of responding to the investigation might have on the Company's financial condition or results of operations. A protracted investigation could impose substantial costs and distractions, regardless of its outcome. There can be no assurance that any final resolution of this investigation will not have a material and adverse effect on the Company's financial condition and results of operations.

Risks Relating to Our Vehicle Machinery Production Operations

We may be subject to significant potential liabilities as a result of defects in production and product liability.

Through our machinery production operations, we may be subject to claims of product defects and/or product liability arising in the ordinary course of business. These claims are common to the machinery production industry and can be costly.

With respect to certain general liability exposures, including manufacturing defect and product liability, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve estimation process is highly subjective due to the complex nature of these exposures, with each exposure exhibiting unique circumstances. Furthermore, once claims are asserted for constructionmanufacturing defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. We may not have sufficient funds available to cover any or all liability for damages, the cost of repairs, and/or the expense of litigation surrounding such claims, and future claims may arise out of events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors.


The Company and its subsidiary Zhejiang Kandi Vehicles Co., Ltd. (“Kandi Vehicles”) are defendants in two lawsuits alleging product defects as described below at “Legal Proceedings”. While the Company and Kandi Vehicles have denied liability and will vigorously defend the lawsuits, and the Company believes it has no liability, an adverse decision could have a material adverse affect on the Company.

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The vehicle machinery industry is highly competitive, and we are subject to risks relating to competition that may adversely affect our performance.

The vehicle machinery industry is highly competitive, and our continued success depends upon our ability to compete effectively in markets that contain numerous competitors, some of which have significantly greater financial, marketing and other resources than we have. Competition may reduceaffect our pricing structures, potentially causing us to lower our prices, which may adversely impact our profits. New or existing competition that uses a business model that is different from our business model may put pressure on us to change our model so that we can remain competitive.

Our high concentration of sales to relatively few customers may result in significant uncollectible accounts receivable exposure, which may adversely impact our liquidity, business, results of operations and financial condition.


At

As of December 31, 2010,2013, our top five customers, in the first two customers aggressivelyaggregate, accounted for 81%78% and 81%91%, respectively, of our sales and accounts receivable. Due to the concentration of sales to relatively few customers, we face credit exposure from our customers and may experience uncollectible receivables fromloss of one or more of these customers should they face financial difficulties. If these customers fail to pay their accounts receivable, file for bankruptcy or significantly reduce their purchases of our programming, it wouldwill have an adverse effectrelatively high impact on our business, financial condition, results of operations, and liquidity.


The Company’s major customers for the year ended December 31, 2010 accounted for the following percentages of total sales and accounts receivable as follows:

  Sales  Accounts Receivable 
Major Customers 
Twelve
Months
Ended
December,
31,
2010
  
Twelve
Months
Ended
December,
31,
2009
  
December
31,
2010
  
December
31,
2009
 
Company A  46%  -   61%  - 
Company B  35%  56%  20%  92%
Company C  15%  9%  14%  7%
Company D  1%  -   4%  - 

operational results.

Our business is subject to the risk of supplier concentrations.

We depend on a limited number of suppliers for the sourcing of major components and parts and principal raw materials. As ofFor the years ended December 31, 20102013 and 2009, one supplier2012, the top two suppliers accounted for 84%65% and 80%58% of our purchases, respectively. As a result of this concentration in our supply chain, our business and operations would be negatively affected if any of our key suppliers were to experience significant disruption affecting the price, quality, availability or timely delivery of their products. The partial or complete loss of these suppliers, or a significant adverse change in our relationship with any of these suppliers, could result in lost revenue, added costs and distribution delays that could harm our business and customer relationships. In addition, concentration in our supply chain can exacerbate our exposure to risks associated with the termination by key suppliers of our distribution agreements or any adverse change in the terms of such agreements, which could have a negative impact on our revenues and profitability.


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The Company’s major suppliers for the twelve months ended December 31, 2010 accounted for the following percentage of total purchases and accounts payable as follows:

   Purchases  Accounts Payable 
Major Suppliers 
Twelve
Months
Ended
December,
31,
 2010
  
Twelve
Months
Ended
December,
31, 
2009
  
December 31,
 2010
  
December
31, 
2009
 
Company E  84%  80%  26%  - 
Company F  2%  1%  4%  5%
Company G  1%  1%  3%  - 
Company H  1%  1%  1%  4%
Company I  1%  1%  4%  3%
General economic conditions may negatively impact our results.  

The consumption of entertainment products, such as go-karts, and Super-mini cars depends on continued economic growth. Although there are more and more signs of economy recovery, the uncertainty of the current economic environment remains. Moderate or severe economic downturns or adverse conditions may negatively affect our operations. These conditions may be widespread or isolated to one or more geographic regions. A tightening of the labor markets in one or more geographic regions may result in fewer qualified applicants for job openings in our facilities. Higher wages, related labor costs and other increasing cost trends may negatively impact our results.

Risks Related to Doing Business in China

Changes in political and economic conditions may affect our business operations and profitability.

Since our business operations are primarily located in China, our business operations and financial position are subject, to a significant degree, to the economic, political and legal developments in China.


China’s government started implementing its economic reform policy in 1978, which enabled China’s economy to gradually transform from a “planned economy” to a “socialist market economy.” In 1993, the concept of the socialist market economy was introduced into the Constitution of China, and the country has since experienced accelerated development of a market economy. A noteworthy recent phenomenon is that non-state owned enterprises, such as private enterprises, play an increasingly important role in the Chinese economy and the degree of direct control by the PRC government over the economy is gradually declining.

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While the Chinese government has not halted its economic reform policy since 1978, any significant adverse changes in the social, political and economic conditions of China may fundamentally impact China’sChina's economic reform policies, and thus the Company’sCompany's operations and profits may be adversely affected.

Change

Changes in tax laws and regulations in China may affect our business operations.

Various tax reform policies have been implemented in the PRC in recent years. However, there can be no assurance that the existing tax laws and regulations will not be revised or amended in the future.

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Uncertainties with respect to the Chinese legal system could have a material adverse effect on us and may restrict the level of legal protections to foreign investors.


China’s

China's legal system is based on statutory law. Unlike the common law system, statutory law is based primarily on written statutes. Previous court decisions may be cited as persuasive authority but do not have a binding effect. Since 1979, the PRC government has been promulgating and amending the laws and regulations regarding economic matters, such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, since these laws and regulations are relatively new, and the PRC legal system continues to rapidly evolve, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us.


In addition, any litigation in China may be protracted and may result in substantial costs and diversion of resources and managementmanagement's attention. The legal system in China cannot provide investors with the same level of protection as in the U.S. The Company is governed by the lawlaws and regulations generally applicable to local enterprises in China. Many of these laws and regulations were recently introduced and remain experimental in nature and subject to changes and refinements. Interpretation, implementation and enforcement of the existing laws and regulations can be uncertain and unpredictable and therefore may restrict the legal protections ofavailable to foreign investors.

Changes in Currency Conversion Policies in China may have a material adverse effect on us.

Renminbi (“RMB”) is still not a freely exchangeable currency. Since 1998, the State Administration of Foreign Exchange of China has promulgated a series of circulars and rules in order to enhance verification of foreign exchange payments under a Chinese entity’sentity's current account items, and has imposed strict requirements on borrowing and repayments of foreign exchange debts from and to foreign creditors under the capital account items and on the creation of foreign security in favor of foreign creditors.


This may complicate foreign exchange payments to foreign creditors under the current account items and thus willmay affect the ability to borrow under international commercial loans, the creation of foreign security, and the borrowing of RMB under guarantees in foreign currencies. Furthermore,Moreover, the value of RMB may become subject to supply and demand, which could be largely impacted by international economic and political environments. Any fluctuations in the exchange rate of RMB could have an adverse effect on the operational and financial condition of the Company and its subsidiaries in China.


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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions based on United States or other foreign laws against us, our management or the experts named in the prospectus.

We conduct substantially all of our operations in China and substantiallyalmost all of our assets are located in China. In addition, almost all of our senior executive officers reside in China. As a result, it may not be possible to effect service of process on our senior executive officers within the United States or elsewhere outside China, upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. 


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court orders and final judgments.

Risks Relating to Ownership of Our Securities


Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices and trading volumes of companies listed on the NASDAQ CapitalGlobal Market and the NASDAQ Global Select Market have been volatile in the past and have experienced sharp share price and trading volume changes.volatile. Although our stock iswas listed on the NASDAQ Global Market and upgraded to the NASDAQ Global Select Market on January 2, 2014, the trading price of our common stock is likely to be volatile and could fluctuate widelysignificantly in response to many factors, including the following, some of which are beyond our control:


variations in our operating results;

changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

changes in operating and stock price performance of other companies in our industry;

additions or departures of key personnel; and

future sales of our common stock.

  • variations in our operating results;

  • changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

  • changes in operating and stock price performance of other companies in our industry;

  • additions or departures of key personnel; and

  • future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.


One stockholder owns

Mr. Hu, our CEO, President and Chairman of our Board of Directors is the beneficial owner of a substantial portion of our outstanding common stock, which may enable this stockholderMr. Hu to exert significant influence many significanton corporate actions.


Excelvantage Group Limited controls approximately 43.8%32.4% of our outstanding shares of common stock as of December 31, 2010. As a result,2013. On March 29, 2010, Hu Xiaoming, the Company's Chief Executive Officer, President and Chairman of the Board of Directors, became the sole stockholder of Excelvantage Group Limited. Excelvantage Group Limited could havehas a substantial impact on matters requiring the vote of theour shareholders, including the election of our directors and most corporate actions. This control could delay, defer or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our other shareholders and the Company. This control could adversely affect the voting and other rights of our other shareholders and could depress the market price of our common stock.

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Our common shares may become thinly traded and you may be unable to sell your shares readily


readily.

We cannot predict the extent to which an active public market for trading our common stock will be sustained. Although our trading volume has increased gradually in recent years, our stock has historically been sporadic or “thinly-traded,” meaning that the number of persons interested in purchasing our common shares at any given time may be relatively small or non-existent.


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small.

This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unprovenunseasoned company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.


The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to widesignificant fluctuations in our share price. You may be unable to sell your common stock, if at all, at or above your purchase price, if at all, which may result in substantial losses to you.


Substantial exercise of warrants could adversely affect our stock price or our ability to raise additional financing in the public capital markets.

As of December 31, 2010, there are 2,827,975 shares of warrants outstanding. If the warrant holders exercise the warrants and sell a substantial number of shares of our Common Stock in the future, or if investors perceive that these sales may occur, the market price of our Common Stock could decline or market demand for our Common Stock could be sharply reduced. The exercise of warrants and subsequent sale of a substantial number of shares of our Common Stock could also adversely affect demand for, and the market price of, our Common Stock. Each of these transactions could adversely affect our ability to raise additional financing by issuing equity or equity-based securities in the public capital markets.

Antidilution and other provisions in the warrants issued to the investors may also adversely affect our stock price or our ability to raise additional financing.

The warrants issued to the institutional holders described above contain antidilution provisions that provide for adjustment of the warrant exercise price, and the number of shares issuable under the warrants, upon the occurrence of certain events. If we issue shares of our Common Stock, or securities convertible into our Common Stock, at prices below the exercise price, as applicable, the warrant exercise price will be reduced and the number of shares issuable under the warrant will be increased. The amount of such adjustment if any, will be determined pursuant to a formula specified in the warrants and will depend on the number of shares issued and the offering price of the subsequent issuance of securities. Adjustments to the warrant pursuant to these antidilution provisions may result in significant dilution to the interests of our existing stockholders and may adversely affect the market price of our Common Stock. The antidilution provisions may also limit our ability to obtain additional financing on terms favorable to us.

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Moreover, we may not realize any cash proceeds from the exercise of some warrants. A holder of the warrant may opt for a cashless exercise of all or part of the warrant under certain circumstances. In a cashless exercise, the holder of the warrant would make no cash payment to us, and would receive a number of shares of our common stock having an aggregate value equal to the excess of the then-current market price of the shares of our common stock issuable upon exercise of the warrant over the exercise price of the warrant. Such an issuance of common stock would be immediately dilutive to the interests of other stockholders.

We do not anticipate paying any cash dividends to our common shareholders.


We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings after paying the interest for the preferred stock, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.


Fluctuation in the value of the RMB may have a material adverse effect on your investment.

The change in value of the RMB against the U.S. dollar, the Euro and other currencies is affected by changes in China’sChina's political and economic conditions, among other things. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in approximately 2.1% appreciation of RMB against the U.S. dollar. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. As a portion of our costs and expenses is denominated in RMB, the revaluation in July 2005 and potential future revaluation has and could further increase our costs. In addition, any significant revaluation of the RMB may have a material adverse effect on our financial condition. For example, to the extent that we need to convert U.S. dollars we receive from financings into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of making payments for business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

If the Company were to be delisted from NASDAQ,

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Volatility in our common stock could beshare price may subject us to “penny stock” rules which could negatively impact our liquidity and our shareholders’ ability to sell their shares.


Our common stock is currently listed on the NASDAQ Global Market. We must comply with numerous NASDAQ Market Place rules in order to maintain the listing of our common stock on NASDAQ. There can be no assurance that we can continue to meet the requirements to maintain the NASDAQ listing of our common stock. If we are unable to maintain our listing on NASDAQ, the market liquidity of our common stock may be severely limited.
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Volatility in Our Common Share Price May Subject Us to Securities Litigation.
securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’smanagement's attention and resources.

The Eliminationlimitation of Monetary Liability Againstmonetary liability against our Directors, Officersdirectors, officers and Employeesemployees under Delaware law and the Existenceexistence of Indemnification Rightsstatutory indemnification rights of our Directors, Officersdirectors, officers and Employees May Resultemployees may result in Substantial Expendituressubstantial expenditures by our Company and may Discourage Lawsuits Againstdiscourage lawsuits against our Directors, Officersdirectors, officers and Employees.


employees.

Our articles of incorporation do not contain any specific provisions that eliminatelimit the liability of our directors for monetary damages to our companyCompany and shareholders; however, we are prepared to give such indemnification toindemnify our directors and officers to the extent provided for by Delaware law. We may also have include contractual indemnification obligations underin our employment agreements with our officers. The foregoing indemnification obligations could result in our companythe Company incurring substantial expenditures to cover the cost of settlement or damage awards against its directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our companyCompany from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our companyCompany and shareholders.

Past Activities Of Stone Mountain and Our Affiliates May Lead to Future Liability.
Prior to Stone Mountain entering into the share exchange agreement with Continental on June 29, 2007, Stone Mountain engaged in businesses unrelated to our current operations. Any liabilities relating to such prior business against which we are not completely indemnified may have a material adverse effect on us.

We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our shareholders.

On January 21, 2010, we entered into a Securities Purchase Agreement with certain institutional accredited investors pursuant to which the Company sold to these investors $10 million of senior secured convertible notes and warrants exercisable for an aggregate of 1,379,147 shares of the Company’s common stock. As of December 31, 2010, $9,999,000 senior secured convertible notes have been converted to common stock.

On December 21, 2010, we agreed to sell to certain institutional investors up to 3,027,272 shares of the Company’s common stock and warrants to purchase up to 1,210,912 shares of common stock.

As of December 31, 2010, all the warrants mentioned above have not been exercised. The exercise of these warrants will result in dilution.

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In the future, we may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available, if at all, in amounts or on terms acceptable to us, if at all.


us.

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Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and NASDAQ, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002.Congress. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

Item 1B. Unresolved Staff Comments.

Not applicable.


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Item 2. Properties.


All land in the PRC is owned by the government and cannot be sold to or ownedtransferred by or to any individual or private entity. Instead, the government grants or allocates landholders a “land use right.” There are four methods to acquire land use rights:

grant of the right to use land;
assignment of the right to use land;
lease of the right to use land; and
allocated land use rights

In comparison with Western common law concepts, granted land use rights are similar to life estates and allocated land use rights are in some ways similar to leaseholds.

Granted land use rights are provided by the government in exchange for a grant fee and carry the rights to pledge, mortgage, lease, and transfer withinduring the term of the grant. Land is granted for a fixed term, -which is generally 70 years for residential use, 50 years for industrial use, and 40 years for commercial andor other use. The term is renewable in theory. Unlike the usual case in Western nations, grantedGranted land must be used for the specific purpose for which it was granted.

Allocated land use rights cannot be pledged, mortgaged, leased, or transferred. They are generally provided by the government for an indefinite period (usually to state-owned entities) and cannot be pledged, mortgaged, leased, or transferred by the user. Furthermore, allocated land can be reclaimed by the government at any time. Allocated land use rights may be converted into granted land use rights upon the payment of a grant fee to the government.


Kandi has the following granted land use rights:


Area
Location 
Area
(square meters)
 Term and Expiration Certificate No.
Zhejiang Jinhua Industrial Park 72900.90 Nov 13, 2002 - Nov 13, 2052 10-15-0-203-1
Zhejiang Jinhua Industrial Park 39490.64 Nov 13, 2002 - Nov 13, 2052 10-15-0-203-2
Zhejiang Jinhua Industrial Park 46650.70 Dec 30, 2003 - Dec 30, 2053 10-15-0-16
Zhejiang Jinhua Industrial Park 37515.00 Dec 30, 2003 - Dec 30, 2053 10-15-0-17
Zhejiang Jinhua Industrial Park 49162.00 Dec 30, 2003 - Dec 30, 2053 10-15-0-18
Zhejiang Jinhua Industrial Park 19309.00 Dec 07, 2009 - Dec 07, 2059 10-15-0-33
Zhejiang Qiaoxia Industrial Park 9405.00Apr 03, 2001 – Apr 03, 2051574-26-36

Item 3. Legal Proceedings.


There are two lawsuits currently pending in

In July 2013, Judge Michael M. Pritchett of the Circuit Court of Ripley County of the State of Missouri against the Company(the “Court”) entered final orders and its subsidiary Zhejiang Kandi Vehicles Co., Ltd.(“Kandi Vehicles”), Kandi Investment Group, SunL and other parties, and they are related to two persons who died in an accident on March 3, 2006 while operating a go-cart allegedly manufactured by the Kandi Vehicles.  Kandi Investment Group was a major shareholder of Kandi Vehicles but it transferred all its equity in Kandi Vehicles to Continental Development Limited in November 2006. Since then, Kandi Investment Group has been unrelated to the Company or its affiliates.


The cases were filed in 2009 and are known as Elder vs. SunL Group and Griffen vs. SunL Group. In March, 2010, the local trial court entered two default judgments in the amountfavor of $20,000,000 each against Kandi Vehicles (a subsidiary of the Company), Kandi Investment and other parties. No default judgment was entered against Kandi Technologies, Corp. The lawsuit and default judgments didn’t come to the Company’s or Kandi Vehicles’ attention until May or June 2010. The Company had not been served or notified of the lawsuits and learned of their existence and of the default judgment in the course of commercial discussions with another of the defendants in the cases. Currently, the Company and Kandi Vehicles have filed answersand against plaintiffs Griffin and Elder, respectively, pursuant to the complaint denying any culpability. The Company also moved for the default judgments against Kandi Vehicles to be set aside and on February 28, 2011, the Judge granted that motion andjury verdicts rendered in the docket entry noted that the motion was granted because the court had no jurisdiction due to plaintiff’s failing to obtain service on Kandi Vehicles.following two cases: Griffin v. SunL Group, et al., and Elder v. SunL Group, et al. On March 3, 2011,October 31, 2013, the plaintiffs appealed this order vacating the default judgments. The court of appeals thereafter ordered the plaintiff to show cause by April 1, 2011 why the appeal should not be dismissed. The plaintiffs responded by voluntarily withdrawing their appeals. 

these decisions. The Company intends to defendcontinue its defense of these cases vigorouslythrough the appeals process and expects to prevail again in this lawsuit since neither the Company nor any of its subsidiaries manufactured the vehicle involved in the accident. both cases.

23


The Company has established by referencebeen furnishing documents to the VIN numberDenver Regional Office of the Securities and Exchange Commission in response to a document subpoena issued on November 21, 2013 regarding a matter known as In the vehicleMatter of Kandi Technologies Group, Inc. As indicated in the subpoena, the investigation is a fact-finding inquiry and does not mean that the manufacturer ofCompany or anyone has broken the vehicle waslaw. The Company has cooperated, and is cooperating fully, with the SEC in this matter and will continue to supply the SEC with whatever additional information and material that is requested. The Company does not Kandi Vehicles but a different manufacturer. Neither the Company norhave any of its subsidiaries actually has,information, at present, as to the bestduration or outcome of our knowledge, any involvement with respect to the subject vehicle.this investigation. The Company intends to propound discovery on the plaintiffs and will attempt to have the cases dismissed by summary judgment, if possible. 


18
does not anticipate a negative result.

Item 4. Mine Safety Disclosures.

Not applicable.

24


PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock began trading on the OTCBB under the symbol “KNDI” on July 6, 2007. Prior to this date, no liquid market had existed for

On January 2, 2014, our common stock. Our common stock began trading on the NASDAQ Capital Market on March 18, 2008, and on January 10, 2011, our common stock began trading on NASDAQ Global Select Market. The following are the high and low bid prices for our common stock for each quarter from July 6, 2007January 1, 2012 to December 31, 2010.


  HIGH  LOW 
FISCAL 2010      
Fourth Quarter (through December 31, 2010) $7.25  $4.10 
Third Quarter (through September 30, 2010) $4.45  $2.90 
Second Quarter (through June 30, 2010) $5.19  $2.75 
First Quarter (through March 31, 2010) $6.75  $3.24 
FISCAL 2009        
Fourth Quarter (through December 31, 2009) $6.20  $1.78 
Third Quarter (through September 30, 2009) $2.47  $1.10 
Second Quarter (through June 30, 2009) $1.74  $0.78 
First Quarter (through March 31, 2009) $1.05  $0.46 
FISCAL 2008        
Fourth Quarter (through December 31, 2008) $2.40  $0.72 
Third Quarter (through September 30, 2008) $4.30  $1.75 
Second Quarter (through June 30, 2008) $7.25  $4.09 
First Quarter (through March 31, 2008) $5.65  $4.28 
FISCAL 2007        
Fourth Quarter (through December 31, 2007) $5.30  $3.72 
Third Quarter (through September 30, 2007) $4.25  $3.25 
2013.

  HIGH  LOW 
FISCAL 2013      
Fourth Quarter (through December 31, 2013)$ 12.79 $ 6.15 
Third Quarter (through September 30, 2013)$ 9.20 $ 4.12 
Second Quarter (through June 30, 2013)$ 8.50 $ 3.55 
First Quarter (through March 31, 2013)$ 4.19 $ 3.37 
       
FISCAL 2012      
Fourth Quarter (through December 31, 2012)$ 4.69 $ 3.52 
Third Quarter (through September 30, 2012)$ 5.13 $ 3.00 
Second Quarter (through June 30, 2012)$ 3.74 $ 2.33 
First Quarter (through March 31, 2012)$ 3.98 $ 2.95 

Holders of Common Stock

As of March 25, 2011,11, 2014, there were 3,83719 shareholders of record holders of our common stock.

Dividends

We have never paid a dividend on our common stock. At present, we intend to retain any earnings for use in our business and do not anticipate paying cash dividends in the foreseeable future.

Item 6.Selected Financial Data.

Item 6.Selected Financial Data.

Not applicable.


19

25


Item 7.Management’s

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of the CompanyFinancial Condition and the notes thereto appearing elsewhere herein. Readers should carefully review the risk factors disclosed in this Form 10-KResults of Operation.

Overview

Our core business is designing, developing, manufacturing and commercializing pure electric vehicles (“EVs”), all-terrain vehicles (“ATVs”), go-karts, three-wheeled motorcycles and other documents filed by the Company with the SEC.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This section should be read together with the Summary of Significant Accounting Policiesspecialized vehicles. We conduct our business primarily through our wholly-owned subsidiaries that operate in the attached consolidated financial statements included in this report.
Estimates affecting accounts receivable and inventories
The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect our reporting of assets and liabilities (and contingent assets and liabilities). These estimates are particularly significant where they affect the reported net realizable value of the Company’s accounts receivable and inventories.

Accounts receivable are recognized and carried at net realizable value.  An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relationChina and other factors.  Accounts are written off after exhaustive efforts at collection.  If accounts receivable areglobal markets, and most typically, we sell our non-EV products to be provided for, or written off, they would be recognizedChinese export agents who then resell our products in the consolidated statement of operations within operating expenses. At December 31, 2010North America, Europe, and 2009, the Company has an allowance for doubtful accounts of $0 and $0 respectively, as per the management’s judgment based on their best knowledge.

Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale.  When inventories are sold, their carrying amount is charged to expense in the year in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the year the impairment or loss occurs. There were $152,278 in write downs in 2009 for slow moving inventory inother regions.

During the year ended December 31, 2009, and no declines in net realizable value2013, we recognized total revenues of inventory$94,536,045, an increase of $30,022,375, or 46.5%, over total revenues for the year ended of December 31, 2010.

While2012. The majority of our revenues are generated by the sales of EV products, which account for 49% of the total revenue in 2013. The main reason of significant increase in revenue generated by EV business is becausethe newly added EV models –Kandi Brand SMA7000BEV, a five-door & five-seat vehicle and SMA7001BEV, an improved model of electric vehicle, were both sold at a higher price. In 2013, the Company currently believes that thererecorded $21,742,528 gross profit, increased 68.6% from 2012, primarily due to the increase of revenue. However, we recorded a net loss in 2013, this is little likelihood that actual results will differ materially frommainly because of the loss caused by the fair value change of financial instruments. After excluding the effects of fair value change of financial instruments and stock award, we still recorded a Non-GAAP net income, increased 23.9% compared to 2012.

The vehicle manufacturing industry is highly competitive. Current and future factors impacting our industry include: (i) the exponential growth of electrical vehicle sales and dedicated platforms in the global market place, (ii) the consolidation of supply chains and costs of components, (iii) rapid technology developments (including 3D printing technology) and (iv) emerging strategic partnerships and joint ventures in the automotive industry generally.

Our business strategy includes our efforts to provide our customers with high-quality products and to expand our footprint in new and existing markets. As part of these current estimates, if customerefforts, we have invested in a joint venture company called Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”), which develops, manufactures and sells EVs and related products. In December 2013, our EV business was recognized as producing the top two model types of EVs in China. These EV model types have an impressive driving range of 150 kilometers or more, which entitles them to a higher rebate or subsidy than older models under Chinese policy. We are also advancing the profile and demand for our EV products decreases significantlythrough the EV sharing project. To further this initiative, we are working with our business partners to build a network of public EV sharing stations (for charging and parking) and partnering with high-end hotels in the near future, or ifHangzhou area of China to provide energy-efficient, convenient travel options for local citizens and tourists. We anticipate that our pure EV business in China, through operations of the financial conditionJV Company and the support of our customers deterioratesnew Chinese subsidy policies, will continue to develop and thrive in the near future, the Company could realize significant write downs for slow-moving inventories or uncollectible accounts receivable.


Policy affecting recognitionfuture.

26


Results of revenue

Among the most important accounting policies affecting our consolidated financial statements is our policy of recognizing revenue. Revenues represent the invoiced value of goods sold, recognized upon the shipment of goods to customers, and are recognized when all of the following criteria are met:
1.Persuasive evidence of an arrangement exists;

2.Delivery has occurred or services have been rendered;

3.The seller’s price to the buyer is fixed or determinable; and

4.Collectability is reasonably assured.
The majority of the Company’s revenue results from sales contracts with distributors. Revenue is recorded upon the shipment of goods. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability. Based on these factors, the Company believes that it can apply the provisions of SAB 104 with minimal subjectivity.
Policy affecting options, warrants and convertible notes

The Company’s stock option cost is recorded in accordance with ASC 718 and ASC 505.

The fair value of stock options is estimated using the Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Stock option expense recognized is based on awards expected to vest, and there were no estimated forfeitures. ASC standards requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

The Company’s warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, ASC 505 and ASC 815.

The fair value of warrants, which is classified as liability, is estimated using a Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect as of December 31, 2010. The warrants, which are freestanding derivatives and are classified as liabilities on the balance sheet, will be measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values recognized in expenses as interest expense. .

Company determined that the fair value of equity based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

In accordance with ASC 815, the conversion feature of the Convertible Notes is separated from the debt instrument and accounted for separately as a derivative instrument. On the date the Convertible Notes are issued, the conversion feature was recorded as a liability at its fair value, and future decreases in fair value recognized in earnings while increases in fair values recognized in expenses as interest expense. The Company used the Black-Scholes-Merton option-pricing model to obtain the fair value of the conversion feature. The Company’s expected volatility assumption is based on the historical volatility of the Company’s stock. The expected life assumption is primarily based on the expiration date of the conversion features. The risk-free interest rate for the expected term of the conversion features is based on the U.S. Treasury yield curve in effect at the time of measurement.

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RECENT ACCOUNTING PRONOUNCEMENTS

Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative.” ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.
ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized.” Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.
Recent Accounting Pronouncements
ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.

21

ASC Updated (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification.  This update provides guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:
A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and

In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.

In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures:

For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and

A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.
ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted.

ASC Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.
In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

22

ASC Update (“ASU”) No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds. This update is to defer the effective date of certain amendments to the consolidation requirements of FASB Accounting Standards CodificationTM (Codification) Topic 810, Consolidation, resulting from the issuance of FASB Accounting Standard No. 167, Amendments to FASB Interpretation 46(R). Specifically, the amendments to the consolidation requirements of Topic 810 resulting from the issuance of Statement 167 are deferred for a reporting entity’s interest in an entity:
That has all the attributes of an investment company; or

For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.
The ASU does not defer the disclosure requirements in the Statement 167 amendments to Topic 810. The amendments in this ASU are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009, and for interim periods within that first annual reporting period. Early application is not permitted.

ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to bring existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This update reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity as defined by Topic 805, Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

23

RESULTS OF OPERATIONS – YEAR ENDED DECEMBER 31, 2010 AS COMPARED TO YEAR ENDED DECEMBER 31, 2009
Operations

The following table sets forth the amounts and the percentage relationship to revenues of certain items in our consolidated statements of income for the years ended December 31, 20102013 and 2009:

2012:

For The Years Ended


December 31, 20102013 and 20092012

 

 2013  2012  Comparisons 

 

    % of     % of  Change in  Change 

 

 Amount  Revenue  Amount  Revenue  Amount  In % 

REVENUES

$ 94,536,045  100.0% $ 64,513,670  100.0% $ 30,022,375  46.5% 

COST OF GOODS SOLD

 (72,793,517) (77.0)%  (51,620,280) (80.0)%  (21,173,237) 41.0% 

GROSS PROFIT

 21,742,528  23.0%  12,893,390  20.0%  8,849,138  68.6% 

Research and Development

 (3,728,730) (3.9)%  (2,877,283) (4.5)%  (851,447) 29.6% 

Selling and Marketing

 (399,504) (0.4)%  (455,983) (0.7)%  56,479  (12.4)% 

General and Administration

 (16,056,107) (17.0)%  (4,250,832) (6.6)%  (11,805,275) 277.7% 

INCOME FROM OPERATIONS

 1,558,187  1.6%  5,309,292  8.2%  (3,751,105) (70.7)% 

Government Grants

 228,396  0.2%  132,139  0.2%  96,257  72.8% 

Share of (loss) of associated company

 (69,056) (0.1)%  (69,429) (0.1)%  373  (0.5)% 

Other Income, Net

 676,257  0.7%  332,936  0.5%  343,321  103.1% 

Interest (Expense) Income, Net

 (2,878,876) (3.0)%  (117,787) (0.2)%  (2,761,089) 2,344.1% 

Change in Fair Value of Financial

                  

Instruments

 (16,647,283) (17.6)%  1,986,063  3.1 %  (18,633,346) (938.2)% 

Share of Loss after tax of JV

 (2,414,354) (2.6)%  -  -  (2,414,354) 100.0% 

(LOSS) INCOME BEFOREINCOME TAX

 (19,546,729) (20.7)%  7,573,214  11.7%  (27,119,943) (358.1)% 

INCOME TAX (EXPENSE)BENEFIT

 (1,593,994) (1.7)%  (1,523,735) (2.4)%  (70,259) (4.6)% 

NET (LOSS) INCOME

$ (21,140,723) (22.4)% $ 6,049,479  9.4% $ (27,190,202) (449.5)% 
    2010    2009    Comparisons  
    Amount    
% of
Revenue
    Amount    
% of
Revenue
    
Change in
Amount
    
Change
In %
  
REVENUES $42,880,300   100.0% $33,827,762   100.0% $9,052,538    27.8%
COST OF GOODS SOLD  (33,257,851  (77.6)%  (25,613,087  (75.7)%  (7,644,764  (29.9)%
GROSS PROFIT  9,622,449   22.4%  8,214,675   24.3%  1,407,774   17.1%
Research and Development  1,908,134   4.5%  2,341,393   6.9%  (433,259  (18.5)%
Selling and Marketing  1,120,739   2.6%  1,023,210   3.0%  97,529   9.5%
General and Administration  3,371,829   7.9%  2,573,509   7.6%  798,320   31.0%
INCOME FROM OPERATIONS  3,221,747   7.5%  2,276,563   6.7%  945,184   41.5%
Government Grants  351,343   0.8%  127,347   0.4%  223,996   175.9%
Investment Income  (1,771)   0.0   -   0.0%  (1,771  (100.0)%
Other Income, Net  761,960   1.8%  361,745   1.1%  400,215   110.6%
Interest Expense, Net  (2,153,018)  (5.0)%  (1,478,276)  (4.4)%  (674,742  45.6%
Change in Fair Value of Financial Instruments  (2,725,987  (6.4)%  -   -   (2,725,987)   (100.0)% 
                         
(LOSS) INCOME BEFORE INCOME TAX  (545,726  (1.3)%  1,287,379   3.9%  (1,833,105  (142.4)%
INCOME TAX (EXPENSE) BENEFIT  (405,713)  (0.9)%  (287,578)  (0.9)%  (118,135  (41.1)%
NET INCOME $(951,439  (2.2)% $999,801   3.0% $(1,951,240  (195.2)%
24

27


Revenues


For the twelve monthsyear ended December 31, 2010,2013, our revenuerevenues increased by 26.8%46.5%, from $33,827,762$64,513,670 in 2012 to $42,880,300 year over year. This was primarily due to the continued strengthening of the Company’s traditional recreational vehicle market, led by a 120% year over year increase$94,536,045 in go kart sales and 23% year over year increase in sales of the ATV, primarily in the U.S.  While sales of other recreational products were weaker than anticipated, the Company anticipates gradual strengthening in the year ahead.  The Company also is continuing to focus on developing what it sees as a potentially large new market for certain of its recreational vehicles in its domestic market, as part of a continuing goal to shift 50% of product sales to China over time.


Revenues from2013.

 

 Year ended December 31 

 

 2013  2012 

 

 Units  Revenue  Units  Revenue 

All-terrain Vehicles (ATVs)

 18,295 $ 10,407,858  14,467 $ 6,402,753 

Electric Vehicles (EVs)

 4,694  46,619,203  3,915  19,034,936 

Go-Kart

 36,499  33,187,877  34,517  30,794,415 

Utility vehicles (UTVs)

 440  1,155,221  93  319,014 

Three-wheeled motorcycles (TT)

 243  383,760  1,060  1,272,898 

Refitted car

 39  1,058,095  115  3,172,417 

Auto generator

 51,588  1,724,031  93,881  3,517,237 

Total

 111,798 $ 94,536,045  148,048 $ 64,513,670 

In 2013, our ATVs experienced an increase in revenue of $4,005,105 or 62.6%, a significant26.5% increase of $696,622, or 23%, in year 2010 over the comparable fiscal years, which was attributable to 29.9%unit sales, and a 28.5% increase in the average unit price from $488 in 2009 to $633 in 2010. During the fiscal year 2010, the Company has successfully developed several new competitive models, which is relatively high end and with a higher than average unit price. Therefore, although the unit sales decreased 5.2%, the revenue still increase 23% compared to fiscal year 2009.


In 2010, revenues from our Super-mini car, which is known as the pure Electric Vehicle (EV)2012. The increase in China and CoCo elsewhere, dropped significantly by $1.7 million, or 20% from 2009, whichrevenue was primarily attributable to the market condition for ATV products, which continued to recover and the increase in the average unit price is because a higher percentage of high-end and middle-end products were sold in 2013.

In 2013, our go-karts experienced an increase in revenue of $2,393,462, or 7.8%, a 5.7% increase in unit sales, and a 1.9% increase in the average unit price compared to fiscal year 2012. The increase in revenue was mainly attributable to the relative stable growth in go-karts sales. The Company manufactures both high-end, more expensive go-kart products and less expensive go-kart products to meet customers' various needs.

In 2013, our utility vehicles (“UTVs”) experienced an increase in revenue of $836,207 or 262.1%, a 373.1% increase in unit sales, and a 23.5% decrease in the average unit price compared to fiscal year 2012. The increase in revenue was mainly attributable to the increase of UTV orders. The decrease in the average unit price was due to the fact that cheaper model UTVs took a higher percentage of sales in year 2013

EV Products

In 2013, our EV products experienced an increase in revenue of $27,584,267 or 144.9%, a 19.9% increase in unit sales, and a 104.3% increase in the average unit price compared to fiscal year 2012. In the fourth quarter, the EV revenues increased $26,382,915, or 193.7% compared to the same period of 2012. The unit sales grew by 27.2% and the average unit price increased by 130.9% . The significant increase was mainly attributable tothe newly added EV model –Kandi Brand SMA7000BEV, a five-door & five-seat vehicle and SMA7001BEV, an improved model of electric vehicle, are both sold at a much higher price. The increasing sales were driven by Hangzhou Public EV Sharing System (the “Carshare” Project). Thanks to the renewal of national subsidy policy in September of 2013, most of our EV sales occurred in the fourth quarter. We believe that sales in the first three quarters were negatively affected by the delay of the subsidy policy.

28


Motorcycles

In 2013, our TT experienced a decrease in revenue of $889,138 or 69.9%, a 77.1% decrease in unit sales, of 23% from 2,102 unitsand a 31.5% increase in 2009 to 1,618 units in 2010, although the introduction of lithium battery EV enhanced the average unit price 4.2%. With respectcompared to EV sales,fiscal year 2012. The decrease was primarily attributable to the Company believes the strengthening of the RMB versus the dollar has had a negative effect in recent months on U.S. sales of its “CoCo”.  The Company has shifted the focus of its EV sales to China, where we are pursuing our new EV business model, consisting of a network of “express charge” battery stations, combined with various government incentives, including national and local subsidies, for the purchase of EVs.  While the Company, anticipates a modest recovery for “CoCo” EV saleschange in the U.S., it is focusing on expanding retail salesproduct structure. There were less TTs manufactured and we may decrease or stop manufacturing such products. The increase in the average unit price in 2013 was because higher percentage of EVs in Jinhua, after the anticipated completion of the “battery farm” and several battery “express change” stations. The Company anticipates the development of additional EV model cities and expanded sales of EVs in China, as well as additional sales in Europe.


TTs sold were more expensive models.

Refitted Car

In 2010,2013, our Go-Kartsrefitted car experienced a significant increasedecrease in revenue of $13.9 million$2,114,322, or 120% over fiscal year 2009, which was mainly attributable to66.6%, a 121% increasedecrease of 66.1% in unit sales from 12,829 units in 2009 to 28,366 units in 2010.  In year 2010, the improved market conditions, which had been suppressed during the financial crisis, benefited from the world economic recovery, and created a large increase in demand, especially for middle and small size products.


Utility vehicles (UTVs) experienced a significant1.7% decrease in revenues from $8,477,828 to $4,839,256. This 43% decrease is due to a 11.8 % decrease inthe average unit price and a 35% dropcompared to fiscal year 2012. The decrease in unit sales from 3,508 units in 2009 to 2,270 units in 2010. This significant drop is primarilyrevenue was mainly because more competitors entered the UTV market in year 2010 after the UTV market recorded high profit in year 2009. Because of the high competition in this UTV market,that the Company has reduceddecided to discontinue this business during the third quarter of 2013 and focus its price to maintainefforts on increasing its competitive position. However, the severe competition still causedelectric vehicles revenue in China market. “Refitted Car” is a term used by the Company to experiencedescribe a significant sales dropline of business, where the Company modifies (refits) vehicles manufactured by unrelated, other companies to meet the special requirements of our customers. For example, the Company may make exterior changes, refit AMWS, or install nonstandard features, including, but not limited to, a rearview camera, TPMS, drive recorder, anti-theft device, reversing radar and DVD player.

Auto generator

In 2013, our auto generator experienced a decrease in UTV products in year 2010.


Revenues from our three-wheeled motorcycle (TT) dropped by $0.2 million,revenue of $1,793,206 or 8.8%51.0%, from fiscal year 2009 to 2010, which was attributable to a 45.0% decrease in unit sales of 30% from 1,313 unitsand a 10.8% decrease in 2009 to 917 units in 2010. During the year, the Company modified the model 250MB2 and increased its performance. As a result, the Company increased its unit price in 2010. Given that this model became the main product of our TT product line, the price increase of model 250MB2 caused the average unit price compared to fiscal year 2012. The decrease in revenue was due to the adjustment in yongkang Scrou's product offering from a manufacturer of TTauto alternator to a wide range of main products, such as driving motor, air-conditioning system and controller for electric vehicles now. Yongkang Scrou provides these products for use with our vehicles; sales in connection with providing these products to increase by 30.6 %our vehicles are categorized as inter-company transactions and have been eliminated in year 2010. During fiscal year 2010, unit sales of 250MB2 remained stable; however, unit sales of other models decreased, which caused total sales to drop.

The Company ceased production of the Mini Pick-Up in 2009 and sold only one specially-manufactured vehicle in 2009. In year 2010, no Mini Pick-Up was sold.

consolidation.

The following table listsshows the numberbreakdown of vehicles sold and sales revenue, categorizedKandi's revenues from its customers by vehicle type, within the twelve months ended December 31, 2010 and 2009:

    The year ended December 31  
    2010    2009  
    Unit    Revenue    Unit    Revenue  
All-terrain Vehicles (ATVs)  5,868  $3,716,893   6,192  $3,020,271 
Super-mini car (EV)  1,618   6,800,000   2,102   8,478,424 
Go-Kart  28,366   25,434,803   12,829   11,556,921 
Mini Pick-up  -   -   1   4,364 
Utility vehicles (UTVs)  2,270   4,839,256   3,508   8,477,828 
Three-wheeled motorcycle (TT)  917   2,089,348   1,313   2,289,954 
Total  39,039  $42,880,300   25,945  $33,827,762 
The table above reflects the 2009 unit sales in categories different from those used in our 10-K for the year ended December 31, 2009.  We have moved certain models of our vehicles from one category to another because we concluded that, given the configuration and properties of the vehicles and the ways in which the markets for our products are developing, the categories we have utilized in the table above better reflect our performance in the several vehicle product lines in which we compete.  We have fully explained the changes in revenue presentation from the 2009 10-K to this 2010 10-K in a report on Form 8-K filed with the SEC on May 16, 2011.

25
geographic markets:

  Year Ended December 31 
  2013  2012 
  Sales Revenue  Percentage  Sales Revenue  Percentage 
North America$ 6,906,807  7% $ 7,243,257  11% 
Europe and other regions 2,394,948  3%  1,639,990  3% 
China 85,234,290  90%  55,630,423  86% 
Total 94,536,045  100%  64,513,670  100% 

29


Cost of Goods Sold


Cost of goods sold during the year ended December 31, 20102013 was $33,257,851$72,793,517, representing a 29.9%41.0% increase from $25,613,087 last year, which corresponds$51,620,280 in 2012. This was the result of an increase in our sales.

However, sales increased by a higher percentage than related costs. Our sales had a 46.5% increase in 2013 compared to 2012; whereas our cost of goods sold only increased by 41.0% in 2013 compared to 2012. The main reasons that our costs increased by only 41.0% in 2013 compared to 2012 are as follows:

In consideration of the cost increase resulting from the increase of sales volume, the actual cost increase in 2013 is 5.5% less when compared to the increase in sales. CostThis was the result of the following three factors:

  1. In 2013, the cost of raw materials had a relatively slower increase, which is 5.7% less than the percentage of our sales increase in the same period of time, mainly because (i) the new products, especially our EV products were sold at higher price compared to 2012, therefore those products raw material costs had a relative low increase percentage compared to their sale increase; and (ii) the Company strengthened its cost control, reduced the waste of raw materials in manufacturing process.

  2. With the labor cost increase in China, due to short supply and higher standard wages, our labor costs also increased. Total wages and salaries had a relatively higher increase of 0.3% in 2013, compared to the sale increase in the same period of time.

  3. Our other overhead costs in 2013 had a relatively slower increase of 0.1% in 2013 compared to the sales increase in the same period of time, because some low value consumption goods, soldsuch as tools, which were acquired in previous years were still being used in 2013. The wear and tear costs for tools in the workshops booked in accounting increased in a slower pace compared to the pace of increase of our sale.

Gross Profit

Gross profits increased by $8,849,138, or 68.6%, in 2013 as a percentageresult of revenues was 77.6%increased net sales. During 2013, the gross margin increased from 20.0% in 2012 to 23.0% in 2013. This 3% increase in our gross margin resulted mainly because in 2013 we adjusted our product structure and more high price products, especially the EV products, are sold, while those high price products generally with higher gross margin.

Sales and Marketing

Sales and distribution expenses were $399,504 for 2010 as compared to 75.7% for the year 2009, which reflects the increased price of raw manufacturing materials, as compared to those of the previous year.


Gross profit

Gross profit increased by $1,407,774, or 17.1%, for thefiscal year ended December 31, 20102013, as compared to $455,983 from the year ended December 31, 2009.same period in 2012, representing a 12.4% decrease. This increase reflected higher net salesdecrease is primarily attributable to a decrease in our export and customs inspection fees during this reporting period.

General and Administrative

General and administrative expenses increased cost of goods sold across our businesses, which caused the increase in gross profit to lag behind the increase in revenue. As a percent of revenue, gross profit decreased to 22.4% in 2010 compared to 24.3% in 2009, due to increases in raw material costs relative to the prices of our products.


Selling and Marketing

Selling and marketing expenses, which include distribution expenses and a one-time expense associated with issuing options to purchase shares of the Company’s common stock to two consultants as compensation for providing business development services, increased 9.5%277.7% during the fiscal year ended December 31, 2010, rising2013, from $1,023,210 in 2009$4,250,832 to $1,120,739 in 2010.  This increase is primarily due to the effect of the one-time option issuing cost mentioned above, which was $808, 223 and $673,265 during the years ended December 31, 2010 and 2009 respectively.  Excluding this one-time expense, selling and marketing expenses decreased $37,429 primarily due to the $78,773 decrease in advertising expense, which was partially offset by an increase in shipping and packaging costs of $36,393, compared to the same period of 2009, due primarily to the increased sales in 2010.

General and Administrative

General and administrative expenses increased 31% during the fiscal year ended December 31, 2010, from $2,573,509 to $3,371,829.$16,056,107. In addition to cash cost related to general and administrative expenses, in 2010,2012, the general and administrative expenses included $549,494$85,558 stock awards related expense, whereas in expenses2013, the expense for common stock awards to consultants for financingdirectors and investor relations services.certain employees was $9,658,320. Additionally, in fiscal year 2012 the general and administrative expenses also included $630,350$19,053 in stock-based compensation costs for the options issued to the Company’sCompany's executives and managerial level employees, while for the same period of last year 2013, this stock option based compensation cost was $1,155,642.$0. Excluding the effect of stock award cost and option cost, the net general and administrative expenses for the year ended December 31, 20102013 was $2,191,985,$6,397,787, increased 54.6%54.3% from $1,417,867$4,146,221 for the same period of 2009,in 2012. This increase was primarily dueattributable to costs related to the increasecapital raise that occurred in the third quarter of expenses incurred by the Company’s increased activities in investor relations2013, and capital markets compared to the same period of 2009.
higher depreciation and amortization costs.

30


Research and Development

For the year ended December 31, 2010,2013, research and development expenses decreased $433,259 ,increased $851,447, or 18.5%29.6%, to $1,908,134$3,728,730 from $2,341,393$2,877,283 for the year ended December 31, 2009. The decrease is attributed2012. This increase was primarily due to a significant curtailment ofadditional research and development expenses associated withefforts in the electric-powered super-mini car (EV). However, the Company is committedfourth quarter of 2013 for developing new EV products to continue investing in research and development for new models and new products.

meet market demands.

Government grants

Grants

Government grants totaled $351,343$228,396 for the year ended December 31, 2010,2013, representing a 175.9%72.8% increase over the same period in 2009, primarily due to2012. For the PRC government’s grant ofyear ended December 31, 2013, the government grants included $1,694 in subsidies for research related to electric-powered vehicle,technology innovation and for enterprises with technology innovation.  The government grants consist of $118,999 inpatent applications, $182,287 subsidies for supporting companies that have competitive advantages and $232,344 in subsidies for supporting technological innovation and patent application.  Our electric-powered vehicles (EV) will continue to be our focus product in 2011.

Other Income, Net

Net other income$44,415 export subsidies.

Share of (Loss) of Associated Company

Share of (loss) of associated company was $761,960($69,056) for the year ended December 31, 2010,2013, compared to $361,745loss of ($69,429) for the corresponding period in 2012. For the years ended December 31, 2013 and 2012, these losses were attributable to our 30% equity interest investment in Jinhua Service.

Other Income (Expense), Net

Net other income was $676,257 for the year ended December 31, 2009,2013, compared to $332,936 for the year ended December 31, 2012, representing an increase of $400,215$343,321 or 110.6%103.1% . This increase is primarily because the result of writeCompany wrote off $662,498 of other payables$841,251 payable to Ever Lotts Investment Limited, which had not been claimed for more than 3three (3) years as of December 31, 2010.


2013. Additional details regarding this write-off are set forth in Note 14 of our financial statements.

Interest Expense,Income (Expense), Net


Net interest expense was $2,153,018($2,878,876) for the year ended December 31, 2010, compared to $1,478,2762013, a significant change from a net expense of ($117,787) for the year ended December 31, 2009, an increase of $674,742, or 45.6% due to interest expenses related to Convertible Notes. For the fiscal year ended December 31, 2010,2012. In 2013, the interest expense for the Convertible Notesconvertible notes was $355,727,$0, and the interest expense incurred by the amortization of debt discount was $855,696. However, excluding$0, since the last $1,000 of convertible notes we previously issued were converted in the first quarter of 2012. The interest for the convertible notes in 2012 was ($2), and the interest incurred by the amortization of debt discount was ($43). Excluding the effects of interest expense related to Convertible Notes and warrants,convertible notes, the net interest expense for this reporting period was $941,595,($2,878,876), a decrease of 36.3%significant change from $1,478,276($117,742) net interest expense for the same period of 2009,in 2012. This increase was primarily dueattributable to: (i) a decrease in interest-related income earned on note receivables issued to higherthird parties and (ii) bond interest income generated from Notes receivable. As ofexpenses incurred by the date of this Form 10-K filing, all but $1,000 of the Convertible Notes have already been converted.

Company.

31


Change in Fair Value of Financial Instruments


For the year ended December 31, 2010,2013, the non-cash expense which was caused by change inthe increase of fair value of warrants issued to certain investors and placement agents was ($16,647,283), while for the same period last year, the income caused by fair value change of financial instruments was $2,725,987, among which $2,218,530$1,986,063. This significant change was primarily due to a significant increase in our stock price in 2013 and the changefact that there were more warrants outstanding as of fair valueDecember 31, 2013 compared to December 31, 2012.

Share of Profit (Loss) after Tax of the JV Company

The Company has absorbed a profit (loss) in warrants, and $507,457 wasfiscal year 2013 due to its 50% interest in the changeJV Company. The JV Company recorded a loss in 2013 because it is still in the start-up phase, though the Company believes it will generate profit in the near future, particularly as demand for our EV products continues to build in China. We believe this is reflected by the fact that if the subsidies receivable from the relevant government agencies for vehicles sold by the JV in 2013 had been paid in 2013, the JV would have experienced a profit instead of fair valuea loss; these subsidies are scheduled to be received by the JV in conversion features embedded in Convertible Notes. There were no comparable expenses for changes in fair value ofApril, 2014. The financial instruments for the prior year.


Income Taxes
On March 16, 2007, the National People’s Congressresults of the PRC adopted a new corporate income tax lawJV and their relationship to the Company's investment in its fifth plenary session. The new corporate income tax law unifies the application scope, tax rate, tax deduction and preferential policy for both domestic and foreign-invested enterprises.  The new corporate income tax law took effect on January 1, 2008. JV are more fully described in Note 23.

Income Taxes

In accordance with the relevant tax laws and regulations of the PRC, our applicable corporate income tax rate is 25%. However, Kandi Vehicle is a qualified as a high technology company in China and is therefore entitled to pay a reduced income tax rate of 15%.

Each of Kandi New Energy, Yongkang Scrou, and Kandi Wanning is a wholly-owned subsidiary of the Company with an applicable corporate income tax rate of Kandi is 25%. However,

The Company has a foreign-invested company which registered with50% ownership interest in the PRC government before March 16, 2007 is still permitted to apply the formerJV Company and its applicable corporate income tax rules. Thus, our company was exempt fromis 25%.

Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. is a 19% investment of the JV Company and its applicable corporate income tax for 2007rate is 25%.

Each of Kandi Electric Vehicles (Changxing) Co., Ltd., Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd., Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. and 2008 andKandi Electric Vehicles (Shanghai) Co., Ltd. is alsoa wholly-owned subsidiary of the JV Company with an applicable corporate income tax rate of 25%.

The Company, qualified as a high technology company in China, was entitled to pay a 50% tax reduction for 2009, 2010 and 2011, for which thereduced income tax rate is 12.5%of 15%. After combining with the research and development tax credit of 25% on certain qualified research and development expenses, the final effective reduced income tax rate was 16.68%. The Company had acombined tax expensebenefits were 50.1%. The actual effective income tax rate was reduced from 25% to 12.48% of $405,713 for the 2013 taxable corporate income.

32


Net Income (Loss)

For the fiscal year ended December 31, 2010 and had2013, the Company generated a tax expensenet loss of $287,578 for the year ended December 31, 2009.


26

Net (Loss) Income
Net loss for the year ended December 31, 2010 was $951,439, compared to($21,140,723), a significant change from a net income $999,801of $6,049,479 in year 2009. This change is primarily due to the significant non-cash expense2012. The decrease was caused by the(i) changes toin the fair value of Warrants issued to investorsfinancial derivatives, (ii) increases in Convertible Notesgeneral and placement agents,administrative expenses, and the changes of fair value of conversion features embedded in Convertible Notes.

(iii) interest expenses.

Excluding the effects of option related(i) option-related expenses, which were $0 and $19,053 for 2013 and 2012, respectively, (ii) the stock award expense, which was $9,658,320 and $85,558 for 2013 and 2012, respectively, (iii) the Convertible Note’sNote's interest expense, which was $0 and $2 for 2013 and 2012, respectively, (iv) the effect caused by amortization of discount on Convertible Notes, which was $0 and $43 for 2013 and 2012, respectively, and (v) the change of the fair value of financial derivatives, which was a ($16,647,283) expense and a $1,986,063 income for 2013 and 2012, respectively, the Company's net income for the fiscal year ended December 31, 2010, the Company’s2013, was $5,164,880. This net income was $4,975,809, up 76%figure represents an increase of 23.9% as compared with net income of $2,828,708$4,168,072 for the same period of 20092012, excluding the same effects. This increase is primarily due to the increase ofour increased sales and gross profit, government grants and other income.


As of the date of this Form 10-K filing, all but $1,000 of the Convertible Notes have already been converted.

profit.

33


Summary of 4thFourth Quarter Results

Comparison of Three Months Ended December 31, 2013 and 2012

The following table sets forth the amounts and percentage relationship to revenue of certain items in our condensed consolidated statements of income and comprehensive income

 

 For Three     For Three          

 

 Months Ended     Months Ended          

 

 December 31,  % Of  December 31,  % Of  Change In  Change 

 

 2013  Revenue  2012  Revenue  Amount  In % 

REVENUES, NET

$ 50,560,582  100% $ 26,331,459  100% $ 24,229,123  92.0% 

COST OF GOODS SOLD

 (39,120,469) (77.4)%  (21,791,183) (82.8%) (17,329,286) 79.5% 

GROSS PROFIT

 11,440,113  22.6%  4,540,276  17.2%  6,899,837  152.0% 

 

                  

Research and development

 (1,865,710) (3.7)%  (871,014) (3.3%) (994,696) 114.2% 

Selling and distribution expenses

 (136,090) (0.3)%  (124,233) (0.5%) (11,857) 9.5% 

General and administrative expenses

 (11,229,485) (22.2)%  (1,730,232) (6.6%) (9,499,253) 549.0% 

INCOMEFROMOPERATIONS

 (1,791,172) (3.5)%  1,814,797  6.9%  (3,605,969) (198.7)% 

Interest income (expense), net

 (406,499) (0.8)%  16,019  0.1%  (422,518) (2,637.6)% 

Change in fair value of financial instruments

 (9,690,320) (19.2)%  907,268  3.4%  (10,597,588) (1,168.1)% 

Government grants

 167,512  0.3%  86,197  0.3%  81,315  94.3% 

Share of (loss) profit of associated company

 (23,728) (0.1)%  (23,759) (0.1%) 31  (0.1)% 

Other income, net

 459,097  0.9%  47,131  0.2%  411,966  874.1% 

Share of (loss) after tax of JV

 (2,294,338) (4.5)%  -  -  (2,294,338) 100.0% 

(LOSS)INCOMEBEFOREINCOMETAXES

 (13,579,448) (26.9)%  2,847,653  10.8%  (16,427,101) (576.9%)

 

                  

INCOMETAX(EXPENSE)

 (1,091,871) (2.2)%  (680,872) (2.6)%  (410,999) 60.4% 

 

                  

NET (LOSS) INCOME

 (14,671,319) (29.0%) 2,166,781  8.2%  (16,838,100) (777.1%)

34


For the three months ended December 31, 2010,2013, our revenue decreasedincreased by 2.5%92.0% from $14,716,645$26,331,459 to $14,345,368, mainly$50,560,582 due to the Company’s shiftfact the Company sold more higher-priced EV products in its market focus from the United States to China for EV products.fourth quarter of 2013. The cost of goods sold decreased 0.4%also increased 79.5% during the same period, while gross profit decreased $326,776,increased $6,899,837, or 9.5%152.0%, from 3,430,635 of$4,540,276 in the corresponding period of last year to $3,103,859$11,440,113 in the fourth quarter of 2010.


2013.

For the three months ended December 31, 2010,2013, the general and administrative expenses increased 74.9%549.0% to $1,061,582,$11,229,485, mainly because of the fees incurred for the financing activities that occurred in December 2010.expense related to stock awarded to directors and certain employees. Research and development expenses increased 23.9% primarily due114.2% as we engaged in additional research and development efforts for developing new EV products to additional efforts on new ATV products and quality improvements on existing products.meet market demands. For the three months ended December 31, 2010,2013, we incurred a non-cash chargeexpense of $1,923,103($9,690,320) relating to the change in fair value of financial instruments, which was not presenta non-cash income of 907,268 for the same period of 2009.


Givenin 2012.

For the increase in expenses,three months ended December 31, 2013, the company recorded a net loss of $219,138,($14,671,319), compared to a net income of $780,520$2,166,781 for the same period of last year. Excluding the effects of option relatedoption-related expenses, Convertible Notes’ interest expense, the effects caused by the amortization of discount on Convertible Notes,stock award expenses, and the change ofin the fair value of financial derivative, for the three months ended December 31, 2010,2013, the Company recorded a net income of $1,940,413,$4,596,279, a 9.7%significant increase from net income of $1,768,960$1,279,338 for the same period of 2009,in 2012, excluding the same effects.


27

This increase is primarily due to the increased revenue and gross profit.

LIQUIDITY AND CAPITAL RESOURCES


Cash Flow


Net cash provided by operating activities was $4,440,551$14,687,446 for the year ended December 31, 2010,2013, as compared to net cash used in operating activities of $8,531,606($10,721,895) for the year ended December 31, 2009.2012. The difference is mainly attributable toin cash flow was because in 2013, (i) the $2,727,758 non-cash expenses resulting from the change in fair value of financial instruments, depreciationCompany focused more on collecting accounts receivable, and amortization expense of $4,714,058, and non-cash option issue cost of $1,438,573. In addition, For the year ended December 31, 2010, the change in accounts receivable and accounts payable caused a net cash outflow of $1,572,489 and a net cash inflow of $1,514,332 respectively,$3,251,168, compared to a net cash outflow of $7,141,861 and $4,653,358 respectively($20,513,099) for the same reporting period in 2012, and (ii) the change in accounts payable caused a net cash inflow of 2009.


$13,699,528, which was an increase from a net cash inflow of $3,566,354 in 2012.

Net cash used in investing activities was $25,821,359($59,844,162) for the year ended December 31, 20102013 as compared to net cash flow provided byused in investing activities of $5,864,137($4,751,858) for the same reporting period in 2009.2012. This was primarily due to a netthe ($80,668,972) cash outflow from notes receivablefor the JV Company in 2013: The Company made a ($24,383,529) deposit to acquire certain assets in 2012, and spent an ($39,673,000) to acquire additional assets in 2013, all of $21,966,427, as comparedwhich were transferred to a netKandi Changxing; Kandi Changxing was then sold to the JV Company. In 2013, the Company recorded $64,535,177 cash inflow in notes receivablecaused by the transfer of $10,995,353 forKandi Changxing to the same period last year.


JV Company.

Net cash flow provided by financing activities was $28,960,121$46,317,978 for the year ended December 31, 2010, as2013, compared to net cash flow provided by financing activities of $2,057,648$25,622,819 for the same period of 2009.2012. This change during the year ended December 31, 2010, is primarily attributable to (i) a net cash inflow of $26,387,498 through issuing common stock and warrants, and (ii) a decrease in restricted cash for 2013 compared to 2012, which caused a cash inflow of $16,135,044, in contrast to 2012, when the Company’s completionCompany recorded a net cash outflow of two rounds($9,143,907) for restricted cash (though these effects are partially offset by the net cash outflow ($9,357,601) caused by notes payable in 2013, compared to the net cash inflow of financing through direct stock market financing and converting the Convertible Notes.

$19,427,972 in 2012).

35


Working Capital


The Company had a working capital surplusdeficit of $18,522,694 at($6,631,680)as of December 31, 2010, which was an improvement2013, a decrease from a working capital deficitsurplus of $12,102,868$35,898,297 as of December 31, 2009, which was principally due to the Company’s issuance of $10,000,000 long-term Convertible Notes in January 2010 and an additional equity offering, which raised $16,649,996 in December 2010. The Company used part of these proceeds in the Company’s working capital.


2012.

As of December 31, 2010,2013, the amount of advances to suppliers was $8,867,074, which included the advance of a RMB 47 million ($7,687,275) deposit by Kandi Electric Vehicles (Wanning) Co., Ltd (“Kandi Wanning”) to Nanjing Shangtong Auto Technologies Co., Ltd. (“Nanjing Shangton”) for an equipment purchase. Kandi Wanning and Nanjing Shangtong entered into a letter of intent contemplating the purchase of equipment up to RMB 180 million. The equipment will be purchased and delivered according to the construction schedule and development of Kandi Wanning. This advance will be used to offset the equipment purchase price upon delivery.

In fiscal year 2013, Kandi Changxing prepaid RMB 130 million to Zhejiang New Energy Auto System Co., Ltd. (“Zhejiang New Energy”) with the intent to acquire molds and equipment from Zhejiang New Energy, but the transaction did not close, and the advance was returned in full to Kandi Changxing.

As of December 31, 2013, the Company hashad credit lines from commercial banks for $38,113,676,in the total amount of $56,100,752, of which $28,434,012 was$34,020,281 had been used atas of December 31, 2010.2013. The Company believes that its cash flows generated internally may not be sufficient to support growth of future operations and repay short termshort-term bank loans for the next twelve (12) months, if needed. Therefore, from time to time,However, the Company may require extra funding through short term borrowing frombelieves its access to existing financing sources and established relationships with PRC banks or other financing activities if needed in the near future.


will enable it to meet its obligations and fund ongoing operations.

The Company has historically financed itself through short-term commercial bank loans from PRC banks. The term of these loans is typically for one year, and upon the payment of all outstanding principal and interest in a respective loan, the banks have typically rolled over the loans for additional one-year terms, with adjustments made to the interest rate to reflect prevailing market rates. The Company believes this situation has not changed and is confident that the short-term bank loans will be available on normal trademarket terms if needed.


28

On June 26, 2013, the Company entered into a securities purchase agreement with certain institutional investors (the “Investors”) that closed on July 1, 2013, pursuant to which the Company sold to the Investors, in a registered direct offering, an aggregate of 4,376,036 shares of our common stock at a negotiated purchase price of $6.03 per share, for aggregate gross proceeds of approximately $26,387,500, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As part of the transaction, the Investors also received (i) Series A warrants for the purchase of up to 1,750,415 shares of our common stock at an exercise price of $7.24 per share; (ii) Series B warrants to purchase a maximum aggregate of 728,936 shares of our common stock at an exercise price of $7.24 per share; and (iii) Series C warrants to purchase a maximum aggregate of 291,574 shares of our common stock at an exercise price of $8.69.

36


Off-balance Sheet Arrangements

(a)Guarantees and Pledged collateral for third party bank loans

Guarantees and pledged collateral for third party bank loans

As of December 31, 2010,2013, the Company provided guaranteeguarantees for the following third parties:


(1) Guarantees for bank loans

(1)

Guarantee provided to

Guarantees for bank loansAmount

Zhejiang Kangli Metal Manufacturing Company.

$ 4,906,771

Zhejiang Shuguang industrial Co., Ltd.

4,906,771

Yongkang Angtai Trade Co., Ltd.

817,795

Nanlong Group Co., Ltd.

9,813,543

Total

$ 20,444,880

Zhejiang Kangli Metal Manufacturing Company. $4,537,342 
Zhejiang Mengdeli Electric Co., Ltd.  2,571,161 
Zhejiang Shuguang industrial Co., Ltd.  6,049,790 
Zhejiang Yiran Auto Sales Company (Among $756,223 subsequently released on March 22, 2011)  1,512,447 
Wuyi Qilong Vehicle Co., Ltd. (subsequently released on March 10, , 2011)  1,361,203 
Zhejiang Taiping Trade Co., Ltd  3,478,629 
Zhejiang Taiping Shengshi Industrial Co., Ltd.  3,024,895 
Nanlong Group Co., Ltd.  3,024,895 
Total $25,560,362 

On December 8, 2010,27, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loan borrowed from Shanghai Bank Hangzhou branch in the amount of $4,537,342$4,906,771 by Zhejiang Kangli Metal Manufacturing Company. (“ZKMMC”) for the period from December 8, 201027, 2013 to December 8, 2011.27, 2014. ZKMMC is not related to the Company. Under this guarantee contract, the Company shallagrees to perform all obligations of ZKMMC under the loan contract if ZKMMC fails to perform its obligations as set forth therein.

On February 26, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loan borrowed from PingAn Bank in the amount of $4,906,771 by Zhejiang Shuguang industrial Co., Ltd. (“ZSICL”) for the period from February 26, 2013 to February 26, 2014. ZSICL is not related to the Company. Under this guarantee contract, the Company agrees to perform all obligations of ZSICL under the loan contract.


contracts if ZSICL fails to perform its obligations as set forth therein. This guarantee contract has been renewed for an additional one-year term.

On August 24, 2010,January 6, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from HuaxiaChina Communication Bank Hangzhou branchJinhua Branch in the amount of $2,571,161$817,795 by Zhejiang Mengdeli ElectricYongkang Angtai Trade Co., Ltd. (“ZMEC”YATCL”) for the period from August 24, 2010January 6, 2013 to August 24, 2011. ZMECJanuary 6, 2014. YATCL is not related to the Company. Under this guarantee contract, the Company shallagrees to perform all obligations of ZMECYATCL under the loan contractcontracts if ZMECYATCL fails to perform its obligations as set forth in the loan contract.


29

therein. This guarantee contract was not renewed.

On June 7, 2010March 15, 2013 and December 7, 2010, the Company entered into two guarantee contracts to serve as the guarantor for the bank loans borrowed from  Shenzhen Development Bank and Huaxia Bank Hangzhou branch in the amount of $3,024,895 and 3,024,895 respectively by Zhejiang Shuguang industrial Co., Ltd.. (“ZHICL”) for the period from June 7, 2010 to June 7, 2011 and December 7, 2010 to December 7, 2011 respectively. ZHICL is not related to the Company. Under these guarantee contracts, the Company shall perform all obligations of ZHICL under the loan contracts if ZHICL fails to perform its obligations as set forth in the loan contracts.


On April 7, 2010 and September 29, 2010,27, 2013, the Company entered into two guarantee contracts to serve as the guarantor for the bank loans borrowed from Shanghai Pudong Development Bank Jinhua Branch and Shanghai Bank Hangzhou branch Bank of Hangzhou and in the amountamounts of $756,234$3,271,181 and 756,233$6,542,362, respectively, by Zhejiang Yiran Auto Sales CompanyNanlong Group Co., Ltd. (“ZYASC”NGCL”) for the periodperiods from April 7, 2010March 15, 2013 to March 22, 201115, 2016, and September 29, 2010December 27, 2013 to September 29, 2011December 27, 2014, respectively. ZYASCNGCL is not related to the Company. Under these guarantee contracts, the Company shall perform all obligations of ZYASC under the loan contracts if ZYASC failsagrees to perform its obligations as set forth in the loan contracts.

On March 11, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Rural credit cooperatives in the amount of $1,361,203 by Wuyi Qilong Vehicle Co., Ltd. (“WQVCL”) for the period from March 11, 2010 to March 10, 2011. WQVCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of WQVCL under the loan contract if WQVCL fails to perform its obligations as set forth in the loan contract.

On May 26, 2009, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from ICBC Wuyi branch in the amount of $3,478,629 by Zhejiang Taiping Trade Co., Ltd (“ZTTCL”) for the period from May 26, 2009 to May 26, 2011. ZTTCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZTTCL under the loan contract if ZTTCL fails to perform its obligations as set forth in the loan contract.

On December 8, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Shanghai Bank Hangzhou branch in the amount of $3,024,895 byZhejiang Taiping Shengshi Industrial Co., Ltd. (“ZTSICL”) for the period from December 8, 2010 to December 8, 2011. ZTSICL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZTSICL under the loan contract if ZTSICL fails to perform its obligations as set forth in the loan contract.

On September 13, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Shanghai Pudong Development Bank Hangzhou branch in the amount of $3,024,895 by Nanlong Group Co., Ltd. (“NGCL”) for the period from September 13, 2010 to September 12, 2010. NGCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of NGCL under the loan contractcontracts if NGCL fails to perform its obligations as set forth in the loan contract.

(2)Guaranteestherein.

(2) Pledged collateral for Bank notes:


Zhejiang Kangli Metal Manufacturing Company. (subsequently released on March 15, 2011) $1,512,448 
Zhejiang Mengdeli Electric Co., Ltd.  1,209,958 
Total  2,722,406 

On March 15, 2010, the Company entered into a guarantee contract to serve as the guarantor for thethird party bank note borrowed from Industrial Bank Yonkang branch in the amount of $1,512,448 by Zhejiang Kangli Metal Manufacturing Company. (“ZKMMC”) for the period from March 15, 2010 to March 15, 2011. ZKMMC is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZMEC under the loan contract if ZMEC fails to perform its obligations as set forth in the loan contract.

On August 24, 2010, the Company entered into a guarantee contract to serve as guarantor for the bank note borrowed from Huaxia Bank Hangzhou branch in the amount of $1,209,958 by Zhejiang Zhejiang Mengdeli Electric Co., Ltd. (“ZMEC”) for the period from August 24, 2010 to August 24, 2011. ZMEC is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZMEC under the loan contract if ZMEC fails to perform its obligations as set forth in the loan contract.

(3)Pledged collateral for a third party’s  bank loans

loans

As of December 31, 2010,2013, none of the Company provided theCompany's land use rights andor plant and equipment were pledged as collateral forsecuring bank loans to third parties.

37


Critical Accounting Policies and Related Estimates That Could Have a Material Effect on OurConsolidated Financial Statements

This section should be read together with the following third party:


Zhejiang Mengdeli Electric Co., Ltd. ‘s bank loans of $6,745,516 and bank note of $1,209,958:    
Land use rights net book value $6,834,897 
Plant and equipment net book value $4,634,487 

It is a common business practice among companiesSummary of Significant Accounting Policies in the regionattached consolidated financial statements included in this Annual Report.

Estimates affecting accounts receivable and inventories

The preparation of Chinaour consolidated financial statements requires management to make estimates and assumptions that affect our reporting of assets and liabilities (and contingent assets and liabilities). These estimates are particularly significant where Kandi is located to exchange guarantees for bank debt with no consideration given.  It is considered a “favor for favor” business practice and is commonly required bythey affect the lending banks as in these cases. These companies provided guarantees for the Company’s bank loans as well. The banks involved in these guarantee transactions typically allow a maximum loan amount based on a 30% to 70% discount on thereported net bookrealizable value of the pledged collateral. For detailsCompany's accounts receivable and inventories.

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific factors, such as troubled collection, historical experience, accounts aging, ongoing business relations and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. The Company had an allowance for doubtful accounts of $0 for the years ended December 31, 2013 and 2012, in accordance with our management's judgment based on their best knowledge.

Inventory is stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. When inventories are sold, their carrying amount is charged to expense in the year in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the year the impairment or loss occurs. There was a $352,734 decline in net realizable value of inventory for the year ended of December 31, 2013 due to our provision for slow moving inventory.

Although the Company believes that there is little likelihood that actual results will differ materially from current estimates, if customer demand for our products decreases significantly in the near future, or if the financial condition of our customers deteriorates in the near future, the Company could realize significant write downs for slow-moving inventories or uncollectible accounts receivable.

Policy affecting recognition of revenue

Our revenue recognition policy plays a key role in our consolidated financial statements. Revenues represent the invoiced value of goods sold, recognized upon the shipment of goods to customers, and revenues are recognized when all of the guarantees, see Note 15following criteria are met:

1.

Persuasive evidence of an arrangement exists;

38



2.

Delivery has occurred or services have been rendered;

3.

The seller's price to the buyer is fixed or determinable; and

4.

Collectability is reasonably assured.

The revenue recognition policies for our legacy products, including ATVs, go-karts, and Note 20EVs, are the same: When the products are delivered, the associated risk of loss is deemed transferred, and at that time the Company recognizes revenue.

Policy affecting options, warrants and convertible notes

The Company's stock option cost is recorded in accordance with ASC 718 and ASC 505. The fair value of stock options is estimated using the Black-Scholes-Merton model. The Company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Stock option expense recognition is based on awards expected to vest. There were no estimated forfeitures. ASC standards require forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

The Company's warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, ASC 505 and ASC 815. The fair value of a warrant, which is classified as a liability, is estimated using the Black-Scholes-Merton model and the lattice valuation model. The Company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. The warrants, which are freestanding derivatives classified as liabilities on the balance sheet, are measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values recognized in expenses.

The fair value of equity-based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes-Merton model. The Company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

In accordance with ASC 815, the conversion feature of the convertible notes is separated from the debt instrument and accounted for separately as a derivative instrument. On the date the convertible notes are issued, the conversion feature is recorded as a liability at its fair value, and future decreases in fair value are recognized in earnings while increases in fair values are recognized in expenses. The Company used the Black-Scholes-Merton option-pricing model to obtain the fair value of the conversion feature. The Company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on the expiration date of the conversion features. The risk-free interest rate for the expected term of the conversion features is based on the U.S. Treasury yield curve in effect at the time of measurement.

39


Warranty Liability

Most of our non-EV products (the “Legacy Products”) are exported out of China to foreign countries that have legal and regulatory requirements with which we are not familiar. Development of warranty policies for our Legacy Products in each of these countries would be virtually impossible and prohibitively expensive. Therefore, we provide price incentives and free parts to our customers and in exchange, our customers establish appropriate warranty policies and assume warranty responsibilities. Consequently, warranty issues are taken into consideration during the price negotiation for our products. The free parts are delivered along with the products, and when products are sold, the related parts are recorded as cost of goods sold. Due to the Company’s Consolidated Financial Statement.

reliable quality of our products, we have been able to maintain this warranty policy and we have not had any product liability attributed to the quality of our products.

For the EV products that we sell in China, there is a 3 year or 50,000 kilometer manufacturer warranty. This warranty affects the Company through our participation and investment in the JV Company, which manufactures the EVs.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.Financial Statements and Supplementary Data.
30

Item 8.Financial Statements and Supplementary Data.

40


KANDI TECHNOLOGIES CORP.

GROUP, INC.

AND SUBSIDIARIES


CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 20102013 AND 2009


31

2012

KANDI TECHNOLOGIES CORP.

GROUP, INC.
AND SUBSIDIARIES
CONTENTS

CONTENTS
PAGEF-1-2 F-2REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
  
PAGESF-3-4CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 20102013 AND 20092012
  
PAGESF-5CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 20102013 AND 20092012
  
PAGEF-6CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 20102013 AND 20092012
  
PAGESF-7-8CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 20102013 AND 20092012
  
PAGESF-9-36 F-9-43NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 20102013 AND 20092012
32

F-1


ALBERT WONG & CO.


CERTIFIED PUBLIC ACCOUNTANTS

7th Floor, Nan Dao Commercial Building

359-361 Queen’sQueen's Road Central

Hong Kong

Tel : +852 2851 7954

Fax: +852 2545 4086

ALBERT WONG


B.Soc., Sc., ACA., LL.B.,

CPA(Practising)

F-1

To: The board of directors and stockholders of


Kandi Technologies Corp.Group, Inc. and Subsidiaries

Report of Independent Registered Public Accounting Firm


We have audited the accompanying consolidated balance sheet of Kandi Technologies Corp.Group, Inc. and subsidiaries (“("the Company”Company") as of December 31, 20102013 and 20092012 and the related consolidated statements of income, stockholders’stockholders' equity and cash flow for the years then ended. TheseWe have also audited the internal control over financial reporting of Kandi Technologies Group, Inc. and subsidiaries ("the Company") as of December 31, 2013, based on criteria established in the 1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements, are the responsibilityfor maintaining effective internal control over financial reporting and for its assessment of the Company’s management.effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audit.


Our audit of, and opinion on, Kandi Technologies Group, Inc.'s internal control over financial reporting did not include internal control over financial reporting of Zhejiang Kandi Electric Vehicles Co. Ltd., a joint venture. As indicated in Management's Report, Zhejiang Kandi Electric Vehicles Co., Ltd. is a 50% owned joint venture of the Company established in March 2013 and is accounted as an equity method investment. The main operations of Zhejiang Kandi Electric Vehicles Co.,Ltd started on December 2013, and therefore, management's assertion of the effectiveness of Kandi Technologies Group, Inc.'s internal control over financial reporting excluded internal control over financial reporting of Zhejiang Kandi Electric Vehicles Co. Ltd.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well asand evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.


We were not engaged to examine management’s assertion about the effectiveness of the Company’sopinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness and significant deficiencies have been identified and included in management's assessment as of December 31, 2010 included2013:

  • Ineffective control environment — significant control deficiencies were identified in various components of internal control, which, in aggregate, lead us to conclude that a material weakness exist in the Company’s Item 9A “Controls and Procedures”control environment. The significant deficiencies noted in the Annual Reportcontrol environment are summarized as follows:

  1. Lack of adequate policies and procedures in internal audit function, which may potentially result in: (1) lack of communication between internal audit department and the Audit Committee and the Board of Directors; (2) insufficient internal audit work to ensure that the Company's policies and procedures have been carried out as planned.

  2. There was no self-assessment performed by the Audit Committee to assess the effectiveness of the Audit Committee in oversight of management.

  3. The internal control audit department reported to the CEO instead of the Audit Committee. Such reporting structure impaired the independence and objectivity of the internal control audit department.

  4. Inadequate design of internal controls over the approval procedures for related party transactions.

The material weakness or significant deficiencies were considered in determining the nature, timing and extent of audit tests applied in our audit of the Company's consolidated financial statements for the year ended December 31, 2013, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on Form 10-K and, accordingly, we do not express an opinion thereon.


those consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kandi Technologies Corp.Group, Inc. as of December 31, 20102013 and 20092012 and the consolidated results of its operations and its cash flow for the years then ended in conformity with accounting principles generally accepted in the United States of America.


In our opinion, because of the effect of the material weakness describe above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2013, based on criteria established in the 1992 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Hong Kong, China/s/ Albert Wong & Co.
March 31, 201115, 2014Certified Public Accountants

F-2



KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS


    December 31,    December 31,  
    2010    2009  
       
CURRENT ASSETS      
Cash and cash equivalents $7,754,166  $218,207 
R Restricted cash  17,398,087   5,704,984 
Accounts receivable  16,999,430   14,879,968 
InInventories  5,886,506   5,382,760 
Notes receivable  24,865,989   2,267,599 
Other receivables  814,327   321,336 
Prepayments and prepaid expenses  97,298   30,083 
Due from employees  36,385   28,228 
Advances to suppliers  188,585   1,164,672 
Marketable securities (trading)  300,675   - 
Due from related party          - 
Total Current Assets  74,341,448   29,997,837 
                 
LONG-TERM ASSETS        
Plant and equipment, net  23,911,626   23,146,833 
Land use rights, net  10,833,452   10,719,528 
Construction in progress  -   - 
Deferred taxes  255,948   207,747 
Investment in associated companies  272,241   - 
Total Long-Term Assets  35,273,267   34,074,108 
         
TOTAL ASSETS $109,614,715  $64,071,945 

 

 December 31,  December 31, 

 

 2013  2012 

 

      

CURRENT ASSETS

      

Cash and cash equivalents

$ 12,762,369 $ 12,135,096 

Restricted cash

 1,636  15,835,364 

Accounts receivable

 31,370,862  33,557,534 

Inventories (net of provision for slow moving inventory of $352,734 and $56,248 as of December 31, 2013 and 2012 respectively

 9,187,714  7,630,715 

Notes receivable

 13,794,094  9,562,429 

Other receivables

 556,904  501,448 

Prepayments and prepaid expenses

 505,513  563,861 

Due from employees

 34,272  40,936 

Advances to suppliers

 8,867,074  4,769,825 

Amount due from JV Company, net

 2,917,592  - 

Deferred tax

 13,706  - 

Deposit for acquisition

 -  24,397,967 

   Total Current Assets

 80,011,736  108,995,175 

 

      

LONG-TERM ASSETS

      

 

      

Plant and equipment, net

 29,333,516  35,725,740 

Land use rights, net

 14,453,191  14,337,691 

Construction in progress

 16,356  - 

Deferred taxes

 81,076  695 

Investment in associated company

 96,838  161,507 

Investment in JV Company

 79,331,930  - 

Goodwill

 322,591  322,591 

Intangible assets

 659,496  741,591 

   Total Long-Term Assets

 124,294,994  51,289,815 

 

      

TOTAL ASSETS

$ 204,306,730 $ 160,284,990 

See notes to consolidated financial statements

F-3



F-3

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
December
31,
  
December
31,
 
    2010    2009  
CURRENT LIABILITIES      
Accounts payable $6,452,652  $4,738,543 
Other payables and accrued expenses  794,625   1,871,020 
Short-term bank loans  28,434,012   26,326,566 
Customer deposits  82,127   39,371 
Notes payable  19,039,898   7,931,540 
Income tax payable  127,339   201,564 
Due to employees  12,767   88,306 
Due to related party  841,251   841,251 
Deferred taxes  34,083   62,544 
Total Current Liabilities  55,818,754   42,100,705 
         
LONG-TERM LIABILITIES        
Note payable, net of discount of $730 and $0 as of December 31, 2010 and 2009 respectively  270   - 
Financial derivate - liability  9,321,553   - 
Total Long-Term Liabilities  9,321,823   - 
         
TOTAL LIABILITIES  65,140,577   42,100,705 
         
STOCKHOLDERS’ EQUITY        
Common stock, $0.001 par value; 100,000,000 shares authorized;27,396,101 and 19,961,000 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively  27,396   19,961 
Additional paid-in capital  31,090,100   8,967,012 
Retained earnings (the restricted portion is $1,319,067 and $890,912 at December 31, 2010 and December 31, 2009, respectively)  10,095,560   11,046,999 
Accumulated other comprehensive income  3,261,082   1,937,268 
TOTAL STOCKHOLDERS’ EQUITY  44,474,138   21,971,240 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $109,614,715  $64,071,945 
KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY

 

 December 31,  December 31, 

 

 2013  2012 

CURRENT LIABILITIES

      

Accounts payable

$ 22,843,143 $ 8,668,478 

Other payables and accrued expenses

 2,422,613  3,092,045 

Short-term bank loans

 34,020,281  32,615,063 

Customer deposits

 44,404  292,389 

Notes payable

 16,683,023  25,332,088 

Income tax payable

 1,362,828  680,253 

Due to employees

 10,297  7,132 

Due to related party

 -  841,251 

Deferred taxes

 -  55,166 

Financial derivate - liability

 9,256,827  1,513,013 

   Total Current Liabilities

 86,643,416  73,096,878 

 

      

LONG-TERM LIABILITIES

      

Deferred tax

 1,009,477  - 

Bond payable

 13,084,724  12,666,044 

Financial derivatives - liability

 15,042,994  - 

   Total Long-Term Liabilities

 29,137,195  12,666,044 

 

      

TOTAL LIABILITIES

 115,780,611  85,762,922 

 

      

 

      

STOCKHOLDERS' EQUITY

      

Common stock, $0.001 par value; 100,000,000 shares authorized; 37,012,904 and 31,696,794 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively

 37,013  31,697 

Additional paid-in capital

 76,754,774  43,728,218 

Retained earnings (the restricted portion is $3,807,551 and $2,831,005 at December 31, 2013 and December 31, 2012, respectively)

 4,119,086  25,259,809 

Accumulated other comprehensive income

 7,615,246  5,502,344 

   TOTAL STOCKHOLDERS' EQUITY

 88,526,119  74,522,068 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 204,306,730 $ 160,284,990 

See notes to consolidated financial statements

F-4



F-4

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
  2010  2009 
REVENUES, NET $42,880,300  $33,827,762 
         
COST OF GOODS SOLD  33,257,851   25,613,087 
         
GROSS PROFIT  9,622,449   8,214,675 
Research and development  1,908,134   2,341,393 
Selling and marketing  1,120,739   1,023,210 
General and administrative  3,371,829   2,573,509 
INCOME FROM CONTINUING OPERATIONS  3,221,747   2,276,563 
Interest income  769,942   333,654 
Interest expense  (2,922,960)  (1,811,930)
Government grants  351,343   127,347 
Investment income  (1,771)  - 
Other, net  761,960   361,745 
Change in fair value of financial instruments  (2,725,987)  - 
                 
(LOSS) INCOME BEFORE INCOME TAXES  (545,726)  1,287,379 
         
INCOME TAX EXPENSE  (405,713)  (287,578)
                 
NET INCOME  (951,439)  999,801 
         
OTHER COMPREHENSIVE INCOME        
         
Foreign currency translation  1,323,814   712,134 
                     
COMPREHENSIVE INCOME $372,375   $1,711,935 
         
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC  22,173,550   19,961,000 
         
WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED  22,173,550   21,478,717 
         
NET INCOME PER SHARE, BASIC $(0.04) $0.05 
         
NET INCOME PER SHARE, DILUTED $(0.04) $0.05 
KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 2013  2012 

REVENUES, NET

$ 94,536,045 $ 64,513,670 

 

      

COST OF GOODS SOLD

 (72,793,517) (51,620,280)

 

      

GROSS PROFIT

 21,742,528  12,893,390 

Research and development

 (3,728,730) (2,877,283)

Selling and marketing

 (399,504) (455,983)

General and administrative

 (16,056,107) (4,250,832)

INCOME FROM CONTINUING OPERATIONS

 1,558,187  5,309,292 

Interest income

 1,516,477  2,658,104 

Interest (expense)

 (4,395,353) (2,775,891)

Government grants

 228,396  132,139 

Other, net

 676,257  332,936 

Change in fair value of financial instruments

 (16,647,283) 1,986,063 

Share of (loss) in associated companies

 (69,056) (69,429)

Share of profit after tax of JV

 (2,414,354) - 

 

      

 

      

INCOME (LOSS) BEFORE INCOME TAXES

 (19,546,729) 7,573,214 

 

      

INCOME TAX EXPENSE

 (1,593,994) (1,523,735)

 

      

NET (LOSS) INCOME

 (21,140,723) 6,049,479 

 

      

OTHER COMPREHENSIVE INCOME

      

 

      

Foreign currency translation

 2,112,902  424,623 

 

      

COMPREHENSIVE INCOME

$ (19,027,821)$ 6,474,102 

 

      

WEIGHTED AVERAGE SHARES OUTSTANDING BASIC

 34,707,973  29,439,328 

 

      

WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED

 34,707,973  29,677,325 

NET INCOME PER SHARE, BASIC

$ (0.61)$ 0.21 

NET INCOME PER SHARE, DILUTED

$ (0.61)$ 0.20 

See notes to consolidated financial statements

F-5



KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

             Accumulated    

 

       Additional     Other    

 

 Common Stock  Paid-in  Retained  Comprehensive    

 

 Shares  Par Value  Capital  Earnings  Income  Total 

BALANCE ATDECEMBER 31,2011

 27,445,600 $ 27,446 $ 31,533,378 $ 19,210,330 $ 5,077,721 $ 55,848,875 

 

                  

Stock issuance, warrant and stock option exercise

 4,251,194  4,251  11,543,320  -  -  11,547,571 

Deferred tax effect

 -  -  (78,689) -  -  (78,689)

Stock option issued

 -  -  19,053  -  -  19,053 

Acquisition of SCROU

 -  -  711,156  -  -  711,156 

Foreign currency translation gain

 -  -  -  -  424,623  424,623 

Net income

 -  -  -  6,049,479     6,049,479 

BALANCE ATDECEMBER 31,2012

 31,696,794 $ 31,697 $ 43,728,218 $ 25,259,809 $ 5,502,344 $ 74,522,068 

 

                  

Stock issuance and award

 4,396,036  4,396  28,983,299  -  -  28,987,695 

Warrant exercise

 920,074  920  4,089,720  -  -  4,090,640 

Deferred tax effect

 -  -  (46,463) -  -  (46,463)

Foreign currency translation

 -  -  -    2,112,902  2,112,902 

Net income

 -  -  -  (21,140,723) -  (21,140,723)

BALANCE ATDECEMBER 31,2013

 37,012,904  37,013  76,754,774  4,119,086  7,615,246  88,526,119 
F-5

 KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
  Common Stock  
Additional
Paid-in
  Retained  
Accumulated
Other
Comprehensive
    
  Shares  Par Value  Capital  Earnings  Income  Total 
BALANCE AT DECEMBER 31, 2008  19,961,000  $19,961  $7,138,105  $10,047,198  $1,225,134  $18,430,398 
                         
Stock option issuance  -   -   1,828,907   -   -   1,828,907 
Foreign currency translation gain  -   -   -   -   712,134   712,134 
Net income  -   -   -   999,801   -   999,801 
BALANCE AT DECEMBER 31, 2009  19,961,000  $19,961  $8,967,012  $11,046,999  $1,937,268  $21,971,240 
                         
Stock issuance, warrant and stock option exercise  7,435,101   7,435   23,994,514   -   -   24,001,949 
Warrant issuance          (3,309,999)           (3,309,999) 
Stock option issuance  -   -   1,438,573   -   -   1,438,573 
Foreign currency translation gain  -   - �� -   -   1,323,814   1,323,814 
Net income  -   -   -   (951,439)   -   (951,439) 
BALANCE AT DECEMBER 31, 2010  27,396,101  $27,396  $31,090,100  $10,095,560  $3,261,082  $44,474,138 

See notes to consolidated financial statements

F-6



F-6

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
  2010  2009 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income $(951,439)  $999,801 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  4,714,058   3,436,004 
Provision for doubtful accounts      - 
Deferred taxes  (62,231)   (19,460) 
Change in value of financial instruments  2,725,987   - 
Loss in investment  1,771   - 
Notes and warrant issuance payments  (1,992,250)   - 
Option issue cost  1,438,573   1,828,907 
         
Changes in operating assets and liabilities, net of effects of acquisition:        
(Increase) Decrease In:        
Accounts receivable  (1,572,489)   (7,141,861) 
Inventories  (312,357)   (2,166,048) 
Other receivables  (470,573)   (31,284) 
Due from employees  (83,633)   69,367 
Prepayments and prepaid expenses  923,818   (1,133,979) 
Marketable equity securities (trading)  (293,269)   - 
         
Increase (Decrease) In:        
Accounts payable  1,514,332   (4,653,358) 
Other payables and accrued liabilities  (1,101,042)   717,365 
Customer deposits  40,394   (638,515) 
Income tax payable  (79,099)   201,455 
Net cash (used in) provided by operating activities  4,440,551   (8,531,606) 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchases of plant and equipment  (3,589,396)   (1,856,993) 
Addition to construction in progress  -   (2,382,372) 
Investment in a subsidiary, net of cash acquired  (265,536)   - 
Issuance of notes receivable  (24,253,579)   (10,013,921) 
Repayments of notes receivable  2,287,152   21,009,274 
Purchase of land use right  -   (891,851) 
Net cash provided by (used in) investing activities  (25,821,359)   5,864,137 
KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 2013  2012 

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net (loss) income

$ (21,140,723)$ 6,049,479 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

 7,708,923  4,978,626 

Assets impairments

 355,876  465,199 

Deferred taxes

 876,255  92,521 

Change in value of financial instruments

 16,647,283  (1,986,063)

Loss in investment in associated company

 69,056  69,429 

Share of profit after tax of JV

 2,414,354  - 

Option cost

 -  19,053 

 

      

Changes in operating assets and liabilities, net of effects of acquisition:

      

(Increase) Decrease In:

      

Accounts receivable

 3,251,168  (20,513,099)

Inventories

 (1,287,045) (904,355)

Other receivables

 (38,491) 1,955,055 

Due from employees

 10,797  37,117 

Prepayments and prepaid expenses

 (3,810,447) (4,285,489)

Amount due from JV

 (2,877,972) - 

 

      

Increase (Decrease) In:

      

Accounts payable

 13,699,528  3,566,354 

Other payables and accrued liabilities

 (746,838) (50,333)

Customer deposits

 (254,151) (740,419)

Income tax payable

 651,124  525,030 

Due to related party

 (841,251) - 

   Net cash (used in) provided by operating activities

 14,687,446  (10,721,895)

 

      

CASH FLOWS FROM INVESTING ACTIVITIES:

      

(Purchases)/Disposal of plant and equipment, net

 (158,830) (9,072,230)

Purchases of construction in progress

 (16,134) - 

Deposit for acquisition

 -  (24,383,529)

Asset acquisition, net of deposit

 (39,673,000) - 

Disposal of subsidiary

 64,535,177  - 

Issuance of notes receivable

 (4,174,247) (1,011,821)

Repayments of notes receivable

 311,844  29,603,171 

Investment in JV

 (80,668,972) - 

Cash acquired in acquisition

 -  112,551 

   Net cash provided by (used in) investing activities

 (59,844,162) (4,751,858)

See notes to consolidated financial statements

F-7



F-7

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
  2010  2009 
CASH FLOWS FROM FINANCING ACTIVITIES:      
Restricted cash  (11,215,423)   6,873,207 
Proceeds from short-term bank loans  43,370,828   32,159,605 
Repayments of short-term bank loans  (42,190,669)   (32,013,425)
Proceeds from notes payable  38,897,363   19,475,495 
Repayments of notes payable  (28,325,317)   (24,654,718)
Repayments of advances to related parties  -   217,484 
Option exercise  1,774,343   - 
Stock market financing and Note conversion  26,648,996   - 
Net cash provided by financing activities  28,960,121   2,057,648 
         
NET DECREASE IN CASH AND CASH EQUIVALENTS  7,579,313   (609,821)
Effect of exchange rate changes on cash  (43,354)   686,648 
Cash and cash equivalents at beginning of year  218,207   141,380 
CASH AND CASH EQUIVALENTS AT END OF YEAR $7,754,166  $218,207 
         
SUPPLEMENTARY CASH FLOW INFORMATION        
Income taxes paid $484,812   105,474 
Interest paid $1,507,261  $1,566,904 
KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

 2013  2012 

 

      

CASH FLOWS FROM FINANCING ACTIVITIES:

      

   Restricted cash

 16,135,044  (9,143,907)

   Proceeds from short-term bank loans

 52,918,845  41,504,215 

   Repayments of short-term bank loans

 (52,596,170) (45,539,128)

   Proceeds from notes payable

 83,251,992  40,491,531 

   Repayments of notes payable

 (92,609,593) (21,063,559)

   Proceeds from bond payable

 12,907,035  12,658,548 

   Repayments of bond payable

 (12,907,035) - 

   Fund raising through issuing common stock and warrants

 26,387,498  - 

   Option exercise, stock award & other financing

 9,659,103  1,258,231 

   Warrant exercise

 3,171,259  1,672,739 

   Common stock issued for acquisition, net of cost of capital

 -  3,784,149 

      Net cash provided by financing activities

 46,317,978  25,622,819 

 

      

NET INCREASE IN CASH AND CASH EQUIVALENTS

 1,161,262  10,149,066 

   Effect of exchange rate changes on cash

 (533,989) (308,322)

   Cash and cash equivalents at beginning of year

 12,135,096  2,294,352 

CASH AND CASH EQUIVALENTS AT END OF YEAR

$ 12,762,369 $ 12,135,096 

 

      

SUPPLEMENTARY CASH FLOW INFORMATION

      

   Income taxes paid

$ 942,870 $ 998,706 

   Interest paid

$ 3,565,496 $ 2,570,691 

   Issuance of Common stock for acquisition

$ -  8,616,416 

SUPPLEMENTAL NON-CASH DISCLOSURES:

During the years ended December 31, 20102013 and 2009,2012, $0 and $ 4,299,554$10,078,637 were transferred from construction in progress to plant and equipment, respectively.

See notes to consolidated financial statements

F-8



F-8

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES


Stone Mountain Resources, Inc. (“Stone Mountain”)

The Company was incorporated under the laws of the State of Delaware on March 31, 2004. On August 13, 2007,The Company changed its name from Stone Mountain Resources, Inc. to Kandi Technologies, Corp. on August 13, 2007. On December 21, 2012, the Company changed its name to Kandi Technologies Corp. (“Kandi” orGroup, Inc.

Headquartered in the “Company”).

On June 29, 2007, pursuant toJinhua city, Zhejiang Province, China, the share exchange agreement between Stone Mountain Resources, Inc., Continental Development Limited, (“Continental”)Company is one of China's leading producers and Excelvantage (Continental’s sole shareholder), Stone Mountain issued 12,000,000 sharesmanufacturers of its common stock to Excelvantage,electrical vehicles, all-terrain vehicles, go-karts, specialized utility vehicles and a variety of other specialty vehicles for sale in exchange for 100% of the common stock of Continental. As a result of the share exchange, Continental became a wholly-owned subsidiary of Stone Mountain. Kandi Technologies, Corp.PRC and global markets. The Company conducts its primary business operations through its wholly ownedwholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd., a People’s Republic (“Kandi Vehicles”) and the partial and wholly-owned subsidiaries of China (“PRC”) company.
On June 24, 2008 the Company closed its acquisition ofKandi Vehicles.

The Company's organizational chart is as follows:

Operating Subsidiaries

In January 2011, pursuant to relevant agreements, Kandi Vehicles is entitled to 100% of the shareseconomic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi Special Vehicles Co., Ltd (“KSV”), after which KSV became a wholly-owned subsidiary of the Company. The acquisition was accounted for as a purchase in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations.” The consolidated statements of income include the results of operations of KSV at the date of acquisition. On March 10, 2009, KSV changed its name to Kandi New Energy Vehicles Co., Ltd, (“KNE”). On June 11, 2009, KNE changed its name back to KSV.


On May 9, 2008, the Company sold Zhejiang Yongkang Top Import & Export Co., Ltd. (“Dingji”), a subsidiary of the Company, to certain individuals.

On December 31, 2010, Energy.

Jinhua Three Parties New Energy Vehicles Service Co., ltd. (“Jinhua Service”) was formed byas a joint venture, withby and among our wholly-owned subsidiary, Kandi Vehicles, the State Grid Power Corporation and Tianneng Power International, Inc.International. The Company, indirectly through Kandi Vehicles, has a 30% ownership interest in Jinhua Service.

In April 2012, pursuant to a share exchange agreement, the Company acquired 100% of Yongkang Scrou Electric Co. (“Yongkang Scrou”), a manufacturer of driving motor, air-conditioning and controllers for electric vehicles and auto generators.

F-9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

In March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into between Kandi Vehicles and Shanghai Maple Guorun Automobile Co., Ltd. (“Shanghai Maple”), a 99% owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”), the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) in connection with developing, manufacturing and selling electrical vehicles (“EVs”) and related auto parts. Each of Kandi Vehicles and Shanghai Maple has a 50% ownership interest in the JV Company.

In March 2013, Kandi Vehicles formed Kandi Electric Vehicles (Changxing) Co., Ltd. (“Kandi Changxing”) in the Changxing (National) Economic and Technological Development Zone. Kandi Changxing specializes in the production of EVs. In fourth quarter of 2013, Kandi Vehicle entered into an ownership transfer agreement with JV Company to establishtransfer 100% ownership to Kandi Changxing to the first China electric super-mini automobiles battery replacement services.JV Company. Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi Changxing.

In April 2013, Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) was formed by Kandi Vehicles and Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”) in Wanning City of Hainan Province. Kandi Vehicles has a 90% ownership in Kandi Wanning, and Kandi New Energy has the remaining 10% interest. However, Kandi Vehicles is, effectively, entitled to 100% of the economic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi Wanning, since it is entitled to 100% of the economic benefits, voting rights and residual interests (100% profits and loss absorption rate) of Kandi New Energy.

In July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) was formed. The JV Company has a 19% ownership interest in the Service Company. The Company, owns 30%indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 9.5% ownership interest in the Service Company.

In November 2013, Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company has 100% ownership interest in Kandi Jinhua, and the Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi Jinhua.

In November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) was formed by the JV Company. The JV Company has 100% ownership interest in JiHeKang, and the Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in JiHeKang.

In December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Maple in connection with acquiring 100% ownership of Jinhua Service.


The primary operationsKandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company, indirectly, through its 50% ownership interest in the JV Company owns 50% of Kandi Shanghai.

The Company's primary business operations are the design, development, manufacturing, and commercializingcommercialization of EVs, all-terrain vehicles (“ATVs”), go-karts, and other related specialized automobileautomobiles. As part of our strategic objective to become a leader in electric vehicles manufacturing and related products for the PRC and global export markets. Sales are made to dealersservices, we have increased our focus on fuel efficient, pure electrical vehicles with a particular emphasis on expanding our market share in Asia, North America, Europe and Australia.

China.

F-10



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

NOTE 2 - LIQUIDITY


The Company had a working capital deficit of ($6,631,680)as of December 31, 2013, decrease from a working capital surplus of $18,522,694 at$35,898,297 as of December 31, 2010. The Company raised $10,000,000 by issuance of long-term Convertible Notes with warrants in January 2010 and $16,649,996 by issuance of common stock with warrants in December 2010. The Company used part of these proceeds as working capital.


2012.

As of December 31, 2010,2013, the amount of advances to suppliers was $8,867,074, which included the advance of a RMB 47 million ($7,687,275) deposit by Kandi Electric Vehicles (Wanning) Co., Ltd (“Kandi Wanning”) to Nanjing Shangtong Auto Technologies Co., Ltd. (“Nanjing Shangton”) for an equipment purchase. Kandi Wanning and Nanjing Shangtong entered into a letter of intent contemplating the purchase of equipment up to RMB 180 million. The equipment will be purchased and delivered according to the construction schedule and development of Kandi Wanning. This advance will be used to off-set the equipment purchase price upon delivery.

In fiscal year 2013, Kandi Changxing prepaid RMB 130 million to Zhejiang New Energy Auto System Co., Ltd. (“Zhejiang New Energy”) with the intent to acquire molds and equipment from Zhejiang New Energy, but the transaction did not close, and the advance was returned in full to Kandi Changxing.

As of December 31, 2013, the Company hashad credit lines from commercial banks for $38,113,676,$56,100,752, of which $28,434,012 was$34,020,281 had been used atas of December 31, 2010.2013. The Company believes that its cash flows generated internally may not be sufficient to support growth of future operations and repay short termshort-term bank loans for the next twelve (12) months, if needed. Therefore, from time to time,However, the Company may require extra funding through short term borrowing frombelieves its access to existing financing sources and established relationships with PRC banks or other financing activities if needed in the near future.


will enable it to meet its obligations and fund its ongoing operations.

The Company has historically financed itself through short-term commercial bank loans from PRC banks. The term of these loans areis typically for one year, and upon the payment of all outstanding principal and interest in a respective loan, the banks have typically rolled over the loans for additional one-year terms, with adjustments made to the interest rate to reflect prevailing market rates. The Company believes this situation has not changed and the short-term bank loanloans will be available on normal trade terms if needed.

On June 26, 2013, the Company entered into a securities purchase agreement with certain institutional investors (the “Investors”) that closed on July 1, 2013, pursuant to which the Company sold to the Investors, in a registered direct offering, an aggregate of 4,376,036 shares of our common stock at a negotiated purchase price of $6.03 per share, for aggregate gross proceeds of approximately $26,387,500, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As part of the transaction, the Investors also received Series A warrants for the purchase of up to 1,750,415 shares of our Common Stock at an exercise price of $7.24 per share and an option to make an additional investment in the form of Series B warrants and Series C warrants: Series B warrants to purchase a maximum aggregate of 728,936 shares of our common stock at an exercise price of $7.24 per share and the Series C warrants to purchase a maximum aggregate of 291,574 shares of our common stock at an exercise price of $8.69.

F-11



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

NOTE 3 - BASIS OF PRESENTATION

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

F-9

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 4 – PRINCIPLES OF CONSOLIDATION


The consolidated financial statements includereflect the accounts of Kandi Technologies, Corp.,the Company and theits ownership interest in following subsidiaries:


(i)

Continental Development, Ltd., (“Continental”) (a wholly-owned subsidiary of the Company)


(ii)

Zhejiang Kandi Vehicles Co., Ltd., (“Zhejiang Kandi”Kandi Vehicles”) (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)(iii)

Jinhua Three Parties New Energy Vehicles Service Co., Ltd., (“Jinhua Service”) (a 30% owned associatesubsidiary of Kandi Vehicles)

(iv)

Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”) (a 50% owned subsidiary of Kandi Vehicles)

(v)

Yongkang Scrou Electric. Co., Ltd (“Yongkang Scrou”) (a wholly-owned subsidiary of Kandi Vehicles)

(vi)

Kandi Electric Vehicles (Changxing) Co., Ltd. (“Kandi Changxing”) (a wholly-owned subsidiary of the JV Company)

(vii)

Zhejiang Kandi)Kandi Electric Vehicles Co.,Ltd. (the “JV Company”) (a 50% owned subsidiary of Kandi Vehicles)

(viii)

Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) (a subsidiary 10% owned by Kandi New Energy and 90% owned by Kandi Vehicles)

(ix)

Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) (a 19% owned subsidiary of the JV Company).

(x)

Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) (a wholly-owned subsidiary of the JV Company)

(xi)

Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) (a wholly-owned subsidiary of the JV Company)

(xii)

Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”) (a wholly-owned subsidiary of the JV Company)



Inter-company accounts and transactions have been eliminated in consolidation.


NOTE 5 – USE OF ESTIMATES


The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results when ultimately realized could differ from those estimates.

F-12



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

NOTE 6 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a) Economic and Political Risks


The Company’sCompany's operations are conducted in the PRC. Accordingly, the Company’sCompany's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy.


The Company’sCompany's operations are conducted mainly in the PRC. As such, its earnings are subject to movements in foreign currency exchange rates when transactions are denominated in Renminbi (“RMB”), which is the functional currency. Accordingly, the Company's operation results are affected by changes in the exchange rate between the U.S. dollar and those currencies.

The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s resultsCompany's performance may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.


F-10

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Fair Value of Financial Instruments


ASC 820 “Fair Value Measurement and Disclosures” codified SFAS 157 that establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.


These tiers include:


·Level 1—defined as observable inputs such as quoted prices in active markets;
·Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
·Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

  • Level 1—defined as observable inputs such as quoted prices in active markets;
  • Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
  • Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of December 31, 20102013 are as follows:

  Fair Value Measurements at Reporting Date Using Quoted Prices in 
  
Carrying value as
of December 31,
2010
  
Active
Markets for
Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
 
Cash and cash equivalents $7,754,166  $7,754,166   -   - 
Restricted cash  17,398,087   17,398,087   -   - 
Trading security investment  300,675   300,675         
Conversion features $961   -  $961   - 
Warrants $9,320,592   -  $9,320,592   - 

F-13



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

  Fair Value Measurements at Reporting Date Using Quoted Prices in 
     Active  Significant    
     Markets for  Other    
  Carrying value as  Identical  Observable  Significant 
  of December 31,  Assets  Inputs  Unobservable Inputs 
  2013  (Level 1)  (Level 2)  (Level 3) 
Cash and cash equivalents$ 12,762,369 $12,762,369  -  - 
Restricted cash$ 1,636  1,636  -  - 
Warrants (liability)$ 24,299,821  -  - $ 24,299,821 

Cash and cash equivalents consist primarily of high ratedhigh-rated money market funds at a variety of well-known institutions with original maturities of three months or less. Restricted cash represents time deposits on account, some of which is used to secure short-term bank loans and notes payable. The original cost of these assets approximates fair value due to their short termshort-term maturity.


Trading security investment is traded on the open active market, therefore its fair value is measured at each market trading date, and reflected by the quoting price on the market.

Warrants and conversion features embedded in the Convertible Notes, which are accounted as liabilities, are treated as derivative instruments, which will be measured at each reporting date for their fair value using Level 23 inputs. Also see Note 6 section (s)(t) and (t)(u).


The Company’s non-financial assets are measured on a recurring basis. These non-financial assets are measured for impairment annually on the Company’s measurement date at the reporting unit level using Level 3 inputs. For most assets, ASC 820 requires that the impact of changes resulting from its application be applied prospectively in the year in which the statement is initially applied.
The Company’s non-financial assets measured on a non-recurring basis include the Company’s property, plant and equipment and finite-use intangible assets which are measured for recoverability when indicators for impairment are present. ASC 820 requires companies to disclose assets and liabilities measured on a non-recurring basis in the period in which the remeasurement at fair value is performed. The Company has reviewed its long-lived assets as of December 31, 2010 and determined that there are no significant assets to be tested for recoverability under ASC 360 (formerly SFAS 144) and as such, no fair value measurements related to non-financial assets have been made during the twelve months ended December 31, 2010.

(c) Cash and Cash Equivalents


The Company considers highly liquid investments purchased with original maturities of three months or less to be cash equivalents.


Restricted cash on December 31, 20102013 and 20092012 represent time deposits on account, some of which were used to secure short-term bank loans and notes payable. Also see Notes 15 and 16.


As of December 31, 2013, our restricted cash was as set forth on the table below:

PurposeAmount
Used to secure short-term bank loans (also see Note 15)$ -
Used to secure note payable (also see Note 16)-
Pure time deposits1,636
Total1,636

(d) Inventories


Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the weighted average basis and comprises direct materials, direct labor and an appropriate proportion of overhead.


Net realizable value is based on estimated selling prices less any further costs expected to be incurred for completion and selling expense.

Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.

F-14



F-11

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(e) Accounts Receivable


Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At December 31, 20102013 and 2009,2012, the Company has no allowance for doubtful accounts, as per the management’smanagement's judgment based on their best knowledge.

As of December 31, 2010

In year 2013 and 2009,2012, the longest credit term for certain customers are bothusually was 90 to 120 days.


days after delivery..

(f) Notes Receivable


Notes receivable represents short termrepresent short-term loans lending to third parties with the maximum term of one year. Interest income will be recognized according to each agreement between a borrower and the Company on accrual base.basis. If notes receivable are to be paid back, or written off, theythat will be recognized in the relevant year if the loansloan default areis probable, reasonable assurereasonably assured and the loss arecan be reasonably estimated. The companyCompany will recognize income if the written-off loan areis recovered inat a future date. In case of any foreclosure proceduresproceedings or legal actions are being taken, the companyCompany will provide accrual for the related foreclosure expenses and related litigation expenses.


(g) Prepayments


Prepayments represent cash paid in advance to suppliers. As of December 31, 2013, prepayments included cash paid advances to raw material suppliers, mold manufactures, and suppliers of equipment. The Company intends to purchase, as a prepaid expense, certain other expenses such as water and electricity fees.

As of December 31, 2013, a significant prepayment made by the Company was the advance of a RMB 47 million ($7,687,275) deposit by Kandi Wanning to Nanjing Shangtong as described in Note 2.

Other advances for raw materials purchases.


purchases which usually are settled within two (2) months by receiving raw materials.

(h) Plant and Equipment


Plant and equipment are carried at cost less accumulated depreciation and amortization.depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter. Estimated useful lives are as follows:


Buildings30 years
Machinery10 years
Motor vehicles5 years
Office equipment5 years
MouldsMolds5 years

F-15



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and betterments are capitalized.


(i) Construction in Progress


Construction in progress represents direct costs of construction or the acquisition cost of buildings or machinery and design fees. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until the assets are completed and ready for their intended use.


(j) Land Use Rights


According to the laws of China, land in the PRC is owned by the government and it ownership cannot be sold to an individual or a private company. However, the government grants the user a “land use right” to use the land. The land use rights granted to the Company are being amortized using the straight-line method over the lease term of fifty (50) years.


F-12

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k) Accounting for the Impairment of Long-Lived Assets


The GroupCompany periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASCStatement of Financial Accounting Standards (“SFAS”) No. 350.144 (now known as “ASC 360”). The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.


During the reporting period, there was no impairment loss.

(l) Revenue Recognition


Revenues represent the invoiced value of goods sold recognized upon the shipment of goods to customers. Revenues are recognized when all of the following criteria are met:

  • Persuasive evidence of an arrangement exists;
  • Delivery has occurred or services have been rendered;
  • The seller's price to the buyer is fixed or determinable; and
  • Collectability is reasonably assured.

F-16



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
·Persuasive evidence of an arrangement exists;FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

·Delivery has occurred or services have been rendered;

·The seller’s price to the buyer is fixed or determinable; and

·Collectability is reasonably assured.
The majority of

When the Company’s revenue results from sales contracts with distributorsproducts are transferred to the other party, the risks are transferred to them too, and revenue are recorded uponat that time the shipment of goods. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability.


Company recognizes revenue.

(m) Research and Development


Expenditures relating to the development of new products and processes, including significant improvement to existing products, are expensed as incurred. Research and development expenses were $1,908,134$3,728,730 and $2,341,393$2,877,283 for the years ended December 31, 20102013 and 2009,2012, respectively.


(n) Government Grant


Grants received from the PRC Government for assisting in the Company’sCompany's technical research and development efforts are netted against the relevant research and development costs incurredrecorded when the proceeds are received or collectible.


During 20102013 and 2009, $351,3432012, $228,396 and $127,347 was$132,139, respectively, were received from the PRC Governmentgovernment as a reward for the Company’sCompany's contribution to the local economy.


F-13

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(o) Income Taxes


The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred tax calculation represents the management’smanagement's best estimate on the most likely future tax consequences of events that have been recognized in our financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.


(p) Foreign Currency Translation


The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred.


occur.

Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year, which obtained from website:http://www.oanda.com

  December 31,  December 31, 
  2013  2012 
Year-end RMB : USD exchange rate 6.1140  6.3161 
Average yearly RMB : USD exchange rate 6.1982  6.3198 

F-17

    
December 31, 
2010
    
December 31,
2009
  
Year end RMB : USD exchange rate  6.6118   6.8372 
Average yearly RMB : USD exchange rate  6.7788   6.8409 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(q) Comprehensive Income


Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.


F-14

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

changes for the year in which such are obtained.

(r) Segments


In accordance with ASC subtopic 280-10 (“ASC 280-10”), Segment Reporting: Overall, the Company's chief operating decision makers rely upon consolidated results of operations when making decisions about allocating resources and assessing performance of the Company; hence, the Company has only one single operating segment. The Company operates in one business segment, development, manufacturing, and commercializationdoes not distinguish between markets or segments for the purpose of electric mini cars, all-terrain vehicles, go-karts, and special automobile related products.


internal reporting.

(s) Stock Option Cost


The Company’sCompany's stock option cost is recorded in accordance with ASC 718 and ASC 505.


The fair value of stock options is estimated using the Black-Scholes-Merton model. The Company’sCompany's expected volatility assumption is based on the historical volatility of the Company’sCompany's stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.


Stock option expense recognized is based on awards expected to vest, and there were no estimated forfeitures. ASC standards requiresrequire forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.


The stock option based expense for the year ended December 31, 20102013 and 2012 is $1,438,573.$0 and $19,053 respectively. Also see Note 18.

20.

F-18



F-15

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(t) Warrant Cost


The Company’sCompany's warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, ASC 505 and ASC 815.


The fair value of warrants,a warrant, which is classified as a liability, is estimated using the Black-Scholes-Merton model and the lattice valuation model. The Company’sCompany's expected volatility assumption is based on the historical volatility of the Company’sCompany's stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect asat the time of December 31, 2010.measurement. The warrants, which are freestanding derivatives and are classified as liabilities on the balance sheet, will be measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values were recognized in expenses as interest expense. .


Company determined that theexpenses.

The fair value of equity basedequity-based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes-Merton model. The Company’sCompany's expected volatility assumption is based on the historical volatility of the Company’sCompany's stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.


(u) Fair Value of Conversion features


In accordance with ASC 815, the conversion feature of the Convertible Notesconvertible notes is separated from the debt instrument and accounted for separately as a derivative instrument. On the date the Convertible Notesconvertible notes are issued, the conversion feature wasis recorded as a liability at its fair value, and future decreases in fair value are recognized in earnings while increases in fair values are recognized in expenses as interest expense.


expenses.

The Company used the Black-Scholes-Merton option-pricing model to obtain the fair value of the conversion feature. The Company’sCompany's expected volatility assumption is based on the historical volatility of the Company’sCompany's stock. The expected life assumption is primarily based on the expiration date of the conversion features. The risk-free interest rate for the expected term of the conversion features is based on the U.S. Treasury yield curve in effect at the time of measurement.

(v) Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. We first assess qualitative factors to determine whether it is more likely than not that goodwill is impaired. If the more likely than not threshold is met, we perform a quantitative impairment test. At December 31, 2013, the Company determined that goodwill was not impaired.

F-19



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(w) Intangible assets

Intangible assets consist of the trade name and customer relations associated with the purchase price allocation of Yongkang Scrou. Such assets are being amortized over their estimated useful lives of 9.7 years. Intangible assets are amortized as of December 31, 2013.

NOTE 7 – NEW ACCOUNTING PRONOUNCEMENTS


Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial

In January 2013, FASB has issued Accounting Standards Update (ASU) No. 168, The2013-01,Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification andCodification™ (Codification) or subject to a master netting arrangement or similar agreement. The FASB undertook this clarification project in response to concerns expressed by U.S. stakeholders about the Hierarchystandard's broad definition of Generally Accepted Accounting Principlesfinancial instruments. After the standard was finalized, companies realized that many contracts have standard commercial provisions that would equate to a replacementmaster netting arrangement, significantly increasing the cost of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”)compliance at minimal value to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative.” ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.


ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized.” Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

F-16

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 7 – NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Recent Accounting Pronouncements

ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Updated (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification.  This update provides guidance for non-controlling interests and changes in ownership interests of a subsidiary.statement users. An entity is required to deconsolidate a subsidiary whenapply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity ceases to have a controllingshould provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11.

In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU improves the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair valuestatements. All of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entityinformation that this ASU requires already is required to account for a decreasebe disclosed elsewhere in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary asfinancial statements under U.S. GAAP.

The new amendments will require an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.


ASC Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:
organization to:

  • Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

     ·
  • A

    Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting entity should disclose separatelyperiod. This would be the amountscase when a portion of significant transfers in andthe amount reclassified out of Level 1 and Level 2 fair value measurements and describe the reasonsaccumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for the transfers; andpension-related amounts) instead of directly to income or expense.

    F-20



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    ·In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    In addition, ASU 2010-06 clarifies

    The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). A private company is required to meet the reporting requirements of the following existing disclosures:


    ·For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and

    ·A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair valueamended paragraphs about the roll forward of accumulated other comprehensive income for both recurring and nonrecurring fair value measurements.
    ASU 2010-06 is effective for interim and annual reporting periods. However, private companies are only required to provide the information about the effect of reclassifications on line items of net income for annual reporting periods, not for interim reporting periods. The amendments are effective for reporting periods beginning after December 15, 2009, except2012, for the disclosures about purchases, sales, issuances,public companies and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal yearsreporting periods beginning after December 15, 2010, and2013, for interim periods within those fiscal years.private companies. Early applicationadoption is permitted.

    ASC Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both

    In February 2013, FASB issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.

    In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

    ASC Update (“ASU”) No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds. This update is to defer the effective date of certain amendments to the consolidation requirements of FASB Accounting Standards CodificationTM (Codification) Topic 810, Consolidation, resultingUpdate (ASU) No. 2013-03, Financial Instruments (Topic 825). This ASU clarifies the scope and applicability of a disclosure exemption that resulted from the issuance of FASB Accounting StandardStandards Update No. 167,2011-04,Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendment clarifies that the requirement to disclose"the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3)" does not apply to nonpublic entities for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. This ASU is the final version of Proposed Accounting Standards Update 2013-200—Financial Instruments (Topic 825) which has been deleted. The amendments are effective upon issuance.

    In February 2013, FASB Interpretation 46(R). Specifically,has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the amendments toTotal Amount of the consolidation requirementsObligation Is Fixed at the Reporting Date. This ASU provides guidance for the recognition, measurement, and disclosure of Topic 810obligations resulting from joint and several liability arrangements for which the issuancetotal amount of Statement 167 are deferredthe obligation within the scope of this ASU is fixed at the reporting date, except for aobligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity’s interestentity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity:


    ·That has all the attributes of an investment company; or

    ·For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.
    The ASU does not deferentity to disclose the disclosure requirements innature and amount of the Statement 167 amendments to Topic 810.obligation as well as other information about those obligations. The amendments in this ASU are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009,for fiscal years, and for interim for interim periods within that firstthose years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual reporting period. Early application is not permitted.

    ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.

    ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.

    ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to bring existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.

    ASC Update (“ASU”) No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This update reflects the decision reached in EITF Issue No. 10-G.periods thereafter. The amendments in this ASU affect any publicshould be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU's scope that exist at the beginning of an entity's fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as defined by Topic 805, Business Combinations,a result of adopting the amendments in this ASU) and should disclose that entersfact. Early adoption is permitted.

    In March 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-05, Foreign Currency Matters (Topic 830). This ASU resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights)within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations that are material on an individual or aggregate basis.achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This ASU is the final version of Proposed Accounting Standards Update EITF11Ar—Foreign Currency Matters (Topic 830), which has been deleted. The amendments in this ASU specify that if a publicUpdate are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity presents comparative financial statements,elects to early adopt the entityamendments, it should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurredapply them as of the beginning of the comparable prior annual reporting period only.entity's fiscal year of adoption.

    F-21



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    In July 2013,The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carry forward Exists (a consensus of the FASB Emerging Issues Task Force).

    U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments also expandin this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the supplemental pro forma disclosuresfinancial statements as a reduction to include a descriptiondeferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the natureapplicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and amount of material, nonrecurring pro forma adjustments directly attributablethe entity does not intend to use, the business combination includeddeferred tax asset for such purpose, the unrecognized tax benefit should be presented in the reported pro forma revenuefinancial statements as a liability and earnings.should not be combined with deferred tax assets.

    This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective prospectively for business combinations for which the acquisition date is on or after thefiscal years, and interim periods within those years, beginning of the first annual reporting period beginning on or after December 15, 2010.2014. Early adoption is permitted.


    Other accounting standards The amendments should be applied prospectively to all unrecognized tax benefits that have been issued or proposed byexist at the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

    F-17

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    effective date. Retrospective application is permitted.

    NOTE 8 – CONCENTRATIONS


    (a) Customers


    The Company’sCompany's major customers, for the years ended December 31, 2010 and 2009each of whom accounted for the following percentagesmore than 10% of total sales and accounts receivableour consolidated revenue, were as follows:

    F-22



      Sales  Accounts Receivable 
    Major Customers 
    Twelve
    Months
    Ended
    December,
    31,
    2010
      
    Twelve
    Months
    Ended
    December,
    31,
    2009
      
    December
    31,
    2010
      
    December
    31,
    2009
     
    Company A  46%  -   61%  - 
    Company B  35%  56%  20%  92%
    Company C  15%  9%  14%  7%
    Company D  1%  -   4%  - 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

     

     Sales  Accounts Receivable 

     

     Twelve  Twelve       

     

     Months  Months       

     

     Ended  Ended       

     December,31,  December,31,  December31,  December31, 

    Major Customers

     2013  2012  2013  2012 

    Jinhua Baoxiang Import & Export Co., Ltd

     24%  33%  15%  21% 

    Shanghai Huapu Auto Co., Ltd

     23%  -  52%  - 

    Zhejiang Jin Li Ma Trading Co., Ltd.

     14%  12%  8%  8% 

    Jinhua Chaoneng Auto Sales Co., Ltd.

     10%  7%  7%  8% 

    (b) Suppliers


    The Company’s majorCompany's material suppliers, for the years ended December 31, 2010 and 2009each of whom accounted for the following percentagemore than 10% of our total purchases, and accounts payablewere as follows:


      Purchases  Accounts Payable 
    Major Suppliers 
    Twelve
    Months
    Ended
    December,
    31,
    2010
      
    Twelve
    Months
    Ended
    December,
    31,
    2009
      
    December
    31,
    2010
      
    December
    31,
    2009
     
    Company E  84%  80%  26%  - 
    Company F  2%  1%  4%  5%
    Company G  1%  1%  3%  - 
    Company H  1%  1%  1%  4%
    Company I  1%  1%  4%  3%
    F-18

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

     

     Purchases  Accounts Payable 

     

     Twelve  Twelve       

     

     Months  Months       

     

     Ended  Ended       

     December,31,  December,31,  December31,  December31, 

    Major Suppliers

     2013  2012  2013  2012 

    Zhejiang New Energy Auto System Co., Ltd.

     33%  26%  12%  - 

    Zhejiang Mengdeli Electric Co., Ltd.

     32%  32%  13%  4% 

    NOTE 9 – INCOME PER SHARE


    The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options, warrants and convertible note (using the if-converted method). Because for this reporting period,For the fiscal year ended December 31, 2013, there are 0 potentially dilutive common shares because the Company recorded a net loss outstanding stock options, warrants and convertible note are anti-dilutive.


    in 2013.

    The following table sets forth the computation of basic and diluted net income per common share:

    F-23



    Twelve months Ended December 31, 2010  2009 
    Net (loss) income $(951,439) $999,801 
    Weighted – average shares of common stock outstanding        
    Basic  22,173,550   19,961,000 
    Dilutive shares  -   1,517,717 
    Diluted  22,173,550   21,478,717 
    Basic (loss) earnings per share $(0.04) $0.05 
    Diluted (loss) earnings per share $(0.04) $0.05 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    Twelve months Ended December 31, 2013  2012 
    Net (loss) income$ (21,140,723)$ 6,049,479 
    Weighted – average shares of common stock outstanding      
           Basic 34,707,973  29,439,328 
           Dilutive shares 0  237,997 
           Diluted 34,707,973  29,677,325 
    Basic earnings per share$ (0.61)$ 0.21 
    Diluted earnings per share$ (0.61)$ 0.20 

    Also see Note 18.


    19.

    NOTE 10 - INVENTORIES


    Inventories are summarized as follows:


      
    December 31,
    2010
      
    December 31,
    2009
     
    Raw material $1,754,216  $956,378 
    Work-in-progress  3,668,104   3,785,506 
    Finished goods  464,186   793,154 
    Total inventories  5,886,506   5,535,038 
    Less: reserve for slowing moving inventories  -   (152,278) 
    Inventories, net $5,886,506  $5,382,760 
    F-19

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER

      December 31,  December 31, 
      2013  2012 
    Raw material$ 2,646,041 $ 2,278,096 
    Work-in-progress 5,065,126  3,649,414 
    Finished goods 1,829,281  1,759,453 
    Total inventories 9,540,448  7,686,963 
    Less: provision for slowing moving inventories (352,734) (56,248)
    Inventories, net$ 9,187,714 $ 7,630,715 

    NOTE 11 - ACCOUNTS RECEIVABLE

    Accounts receivable are summarized as follows:

      December 31,  December 31, 
      2013  2012 
    Accounts receivable$ 31,370,862 $ 33,557,534 
    Less: Provision for doubtful debts -  - 
    Accounts receivable, net$ 31,370,862 $ 33,557,534 

    During fiscal year ended December 31, 2010 AND 2009

    2013, the Company sold products to Kandi USA Inc. carrying trade name of Eliteway Motorsports (“Eliteway”) amounting to $6,906,807 (2012:$5,297,548).At the fiscal year ended 2013, outstanding receivable due from Eliteway was $2,800,958 (2012:$2,678,349).

    Mr. Hu Wangyuan was the sole shareholder and officer of Eliteway which served as a US importer of the Company's products. Mr. Hu Wangyuan is the adult son of the Company's chairman and Chief Executive Officer, Mr. Hu Xiaoming. As of and for the year ended December 31, 2013, Eliteway and Mr. Hu Wangyuan were financially independent from the Company. The transactions between the Company and Eliteway were carried at arm's-length without preferential terms comparing with other customers at the comparative order size or volume.

    F-24



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    NOTE 1112 - NOTES RECEIVABLE


    Notes receivable are summarized as follows:


        
    December 31,
    2010
        
    December 31,
    2009
      
    Notes receivable from unrelated companies:      
    Due February 24, 2010, interest at 5.0% per annum6
     $   $1,146,574 
    Due February 24, 2010, interest at 5.0% per annum 7
          389,731 
    Due April 29, 2010, interest at 5.31% per annum 8
              731,294 
    Due March 3, 2011, interest at 6.0% per annum (subsequently settled on its due date) 1
      1,205,026     
    Due March 5, 2011, interest at 6.0% per annum (subsequently settled on its due date) 2
      423,168     
    Due April 13, 2011, interest at 9.6% per annum (subsequently settled before its due date on March 18, 2011) 3
      1,512,448     
    Due April 29, 2011, interest at 5.31% per annum 4
      756,224     
    Due September 30, 2011, interest at 9.6% per annum 5
      20,969,123     
    Notes receivable from unrelated companies  24,865,989   2,267,599 
             
    Bank acceptance notes:        
    Bank acceptance notes  -   - 
    Notes receivable $24,865,989  $2,267,599 

      December 31,  December 31, 
      2013  2012 
    Notes receivable from unrelated companies:      
    Due September 30, 2014, interest at 9.6% per annum1 13,794,094  9,562,429 
           
    Notes receivable from unrelated companies 13,794,094  9,562,429 
           
    Bank acceptance notes:      
    Bank acceptance notes -  - 
           
    Notes receivable$ 13,794,094 $ 9,562,429 

    Notes receivable are unsecured.


    Details of Notes receivable from unrelated parties as of December 31, 20102012

     Amount($)Counter partyRelationshipPurpose of LoanManner of settlement
    1)9,562,429Yongkang HuiFeng Guarantee Co., LtdNo relationship beyond loanReceive interest incomeRepaid part in cash and renewed on the due date
    Amount ($) Counter party Relationship Purpose of Loan 
    Manner of
    settlement
    11,205,026 Hangzhou YuanHai Property Co., Ltd No relationship beyond loan Receive interest income Repaid in cash
    2423,168 Hangzhou YuanHai Property Co., Ltd No relationship beyond loan Receive interest income Repaid in cash
    31,512,448 Yongkang BoTao Trading Co., Ltd No relationship beyond loan Receive interest income Repaid in cash
    4756,224 JiangXi De’er Chemical Co., Ltd Relationship details(*) Receive interest income Not due
    520,969,123 Yongkang HuiFeng Guarantee Co., Ltd No relationship beyond loan Receive interest income Not due

    (*) JiangXi De’er Chemical Co., Ltd. is 85% owned by Kandi Investment Group Co. (“KIGC”). KIGC is the guarantor of the Company’s bank loan of $4,234,853 and was also a lender of the note payable of $134,305. Also see note 15 and note 16.

    Details of Notes receivable from unrelated parties as of December 31, 20092013

     Amount($)Counter partyRelationshipPurpose of LoanManner of settlement
    1)13,794,094Yongkang HuiFeng Guarantee Co., LtdNo relationship beyond loanReceive interest incomeNot Due
    Amount($) Counter party Relationship Purpose of Loan 
    Manner of
    settlement
    61,146,574 Hangzhou YuanHai Property Co., Ltd No relationship beyond loan Receive interest income Repaid in cash
    7389,731 Yongkang HuiFeng Guarantee Co., Ltd No relationship beyond loan Receive interest income Repaid in cash
    8731,294 JiangXi De’er Chemical Co., Ltd No relationship beyond loan Receive interest income Renewed with same terms
    F-20

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 1213 – LAND USE RIGHTS


    Land use rights consist of the following:

    F-25



        
    December 31, 
    2010
        
    December 31, 
    2009
      
    Cost of land use rights $11,549,134  $11,168,397 
    Less: Accumulated amortization  (715,682)  (448,869)
    Land use rights, net $10,833,452  $10,719,528 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    On December 8, 2009, the Company acquired a land use right, which expires on December 7, 2059, with a net book value of $891,851.

      December 31,  December 31, 
      2013  2012 
    Cost of land use rights$ 16,223,208 $ 15,697,132 
    Less: Accumulated amortization (1,770,017) (1,359,441)
    Land use rights, net$ 14,453,191 $ 14,337,691 

    As of December 31, 20102013 and 2009,2012, the net book value of land use rights pledged as collateral for the Company’sCompany's bank loans was $3,998,555$9,983,647 and $2,456,811$7,313,642 respectively. Also see Note 15.


    16.

    As of December 31, 20102013 and 2009,2012, the net book value of land use rights pledged as collateral for bank loans borrowed by Zhejiang Mengdeli Electric Co., Ltd (“ZMEC”), an unrelated party of the Company was $6,834,897$0 and $6,274,601.$3,500,426, respectively. Also see Notes 20.


    Note 24.

    It is a common business practice among companies in the region of China where Kandi is located to exchange guarantees for bank debt with no consideration given. It is considered a “favor for favor” business practice and is commonly required by the lending banks as in these cases. ZMEC has provided a guarantee for certain of the Company’sCompany's bank loans. As of December 31, 2010,2013, ZMEC had guaranteed bank loan of the Company for a total of $15,124,474. In exchange, the Company provided guarantee for bank loans being borrowed by ZMEC and allowing ZMEC to pledge the Company’s assets. The banks involved in these guarantee transactions typically allow a maximum loan amount based on a 30% to 70% discount on the net book value of the pledged collateral.  Also see Note 15.


    $16,028,786.

    The amortization expense for the years ended December 31, 20102013 and 20092012 was $245,316 and $241,956,$353,568and $346,761, respectively.


    Amortization expense for the next five years and thereafter is as follows:

    2011 $251,511 
    2012  251,511 
    2013  251,511 
    2014  251,511 
    2015  251,511 
    Thereafter  9,575,897 
    Total $10,833,452 
    F-21

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    2014$ 353,568 
    2015 353,568 
    2016 353,568 
    2017 353,568 
    2018 353,568 
    Thereafter 12,685,351 
    Total$ 14,453,191 

    NOTE 1314 – PLANT AND EQUIPMENT


    Plant and equipment consist of the following:

    F-26



        
    December 31, 
    2010
        
    December 31, 
    2009
      
    At cost:      
    Buildings $13,073,777  $12,413,935 
    Machinery and equipment  9,733,241   9,252,390 
    Office equipment  153,441   114,380 
    Motor vehicles  188,277   166,616 
    Moulds  14,307,730   10,715,666 
       37,456,466   32,662,987 
    Less : Accumulated depreciation        
    Buildings $(1,437,172) $(970,725)
    Machinery and equipment  (6,755,599)  (5,601,424)
    Office equipment  (108,034)  (95,295)
    Motor vehicles  (129,113)  (95,697)
    Moulds  (5,114,921)  (2,753,013)
       (13,544,840)  (9,516,154)
    Plant and equipment, net $23,911,626  $23,146,833 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

     

     December 31, 2013  December 31, 2012 

    At cost:

          

    Buildings

    $ 14,514,873 $ 14,204,698 

    Machinery and equipment

     10,771,899  10,396,243 

    Office equipment

     251,690  230,073 

    Motor vehicles

     288,004  255,648 

    Moulds

     34,230,014  33,947,746 

     

     60,056,480  59,034,408 

    Less : Accumulated depreciation

          

    Buildings

    $ (3,010,451)$ (2,439,546)

    Machinery and equipment

     (10,278,409) (9,154,890)

    Office equipment

     (196,303) (163,833)

    Motor vehicles

     (228,442) (200,741)

    Moulds

     (16,648,583) (11,349,658)

     

     (30,362,188) (23,308,668)

    Less: provision for impairment for fixed assets

     (360,776) - 

    Plant and equipment, net

    $ 29,333,516 $ 35,725,740 

    As of December 31, 20102013 and 2009,2012, the net book value of plant and equipment pledged as collateral for the Company’sCompany's bank loans was $7,002,375$11,292,649 and $4,308,435,$8,711,583, respectively.


    As of December 31, 20102013 and 2009,2012, the net book value of plant and equipment pledged as collateral for bank loans borrowed by Zhejiang Mengdeli Electric Co., Ltd. (“ZMEC”), an unrelated party of the Company was $4,634,487$0 and $nil.$2,834,569, respectively. Also see Note 20.


    24.

    Also see Note 15. Depreciation expense for the years ended December 31, 20102013 and 20092012 was $3,613,046$7,273,260 and $3,194,048,$4,577,092, respectively.


    F-22

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 1415 - DUE TO/FROM RELATED PARTIES


    Due to Related Party

      2013  2012 
    ELIL(a)$ - $  841,251 
    Total due to a related party$ -  $ 841,251 
    ___________

      2010  2009 
    ELIL(a) $841,251  $841,251 
    Total due to a  related party $841,251  $841,251 


    (a)In connection with the

    This amount payable represents certain costs during share exchange transaction, which took place on June 29, 2007, between Stone Mountain Resources, Inc., a Delaware corporation (“Stone Mountain”), Continental Development Ltd, a Hong Kong corporation, and ExcelVantage Group Limited, a British Virgin Islands company, certain ofwere orally agreed to be borne by the expenses incurred in the United States in connection with the transaction were paid on behalf of Stone Mountain byformer shareholder - Ever Lotts Investment Limited (“ELIL”), an entity set up. The Company's previous auditor determined that the amount should be represented as a payable, because there was no written documentation underlying the oral agreement. However, consistent with the Company's oral agreement, ELIL has never requested payment. The Company recently tried to contact ELIL in order to put our oral agreement in writing to release the Company's obligation for this purpose by certain shareholders of Stone Mountain. As of December 31, 2010 and 2009, ELIL had paid $841,251 and $841,251, respectively, for expenses in connectionpayment, but we are unable to reach ELIL. Given the fact that several years have passed since initially recording the payable, combined with the share exchange transaction.lack of a payment claim by ELIL, the Company believes that it is no longer required to record the amount as a payable, because any potential, future claim would be barred by the applicable statute of limitations. Therefore, the Company wrote off this amount to non-operating income at the end of 2013.

    F-23

    F-27


    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    NOTE 1516 – SHORT-TERM BANK LOANS

    Short-term loans are summarized as follows:

     

     December 31,  December 31, 

     

     2013  2012 

    Loans from China Communication Bank-Jinhua Branch

          

    Monthly interest only payments at 7.50% per annum, due December 24, 2013

    $ - $ 474,977 

     

          

    Loans from Jinhua Bank (Called Commercial Bank in the past)

          

    Monthly interest only payments at 6.89% per annum, due January 5, 2013, guaranteed by Zhejiang Kangli Metal Manufacturing Company, Mr. Hu Xiaoming, Ms. Ling Jiajia, and Ms. Ling Yueping. and secured by the assets of Jingdezheng De'er Investment Industrial Co., Ltd. (subsequently repaid on due date)

     -  3,166,511 

    Monthly interest only payments at 6.30% per annum, due October 10, 2013, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and secured by the assets of the Company.

     -  1,583,256 

    Monthly interest only payments at 6.30% per annum, due November 25, 2013, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and secured by the assets of the Company.

     -  791,628 

    Monthly interest only payments at 6.30% per annum, due October 10, 2014, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and secured by the assets of the Company. Also see Note 13 and Note 14

     1,635,590  - 

    Monthly interest only payments at 6.30% per annum, due December 2, 2014, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and secured by the assets of the Company. Also see Note 13 and Note 14

     817,795  - 

    Monthly interest only payments at 6.30% per annum, due December 2, 2014, guaranteed by Zhejiang Kangli Metal Manufacturing Company, Mr. Hu Xiaoming, Ms. Ling Yueping, Mr. Lv Qingbo, Mr. Lv Qingjiang, and secured by the assets of the Company. Also see Note 13 and Note 14

     3,271,181  - 

     

          

    Loans from Yongkang Rural Cooperative Bank

          

    Monthly interest only payments at 1.026% per month, due March 31, 2014, guaranteed by Yonnkang Sanli Metal Co., Ltd.

     817,795  - 

    F-28



    December 31,
    2010
    December 31,
    2009
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    Loans from China Ever-bright Bank

          

    Monthly interest only payments at 6.94% per annum, due January 25, 2013, secured by the assets of the Company, guaranteed by Mr. Hu Xiaoming, Nanlong Group Co., Ltd. and Zhejiang Mengdeli Electric Co., Ltd.

     -  4,749,766 

    Monthly interest only payments at 6.94% per annum, due February 13, 2013, secured by the assets of the Company, guaranteed by Mr. Hu Xiaoming, Nanlong Group Co., Ltd. and Zhejiang Mengdeli Electric Co., Ltd.

     -  4,749,766 

    Monthly interest only payments at 7.08% per annum, due December 4, 2013, secured by the assets of the Company, guaranteed by Mr. Hu Xiaoming, Mr. Hu Wangyuan, Nanlong Group Co., Ltd. and Zhejiang Mengdeli Electric Co., Ltd.

     -  2,849,860 

    Monthly interest only payments at 6.94% per annum, due May 14, 2014, secured by the assets of the Company, guaranteed by Mr. Hu Xiaoming, Mr. Hu Wangyuan, Nanlong Group Co., Ltd. and Zhejiang Mengdeli Electric Co., Ltd. Also see Note 13 and Note 14.

     12,757,606  - 

     

          

    Loans from Shanghai Pudong Development Bank

          

    Monthly interest only payments at 6.94% per annum, due June 27, 2013, secured by the property of Ms. Ling Yueping, guaranteed by Yongkang KangBang auto parts Co., Ltd. and Mr. Hu Xiaoming.

     -  3,166,511 

    Monthly interest only payments at 6.60% per annum, due July 18, 2013, secured by the property of Ms. Ling Yueping, guaranteed by Yongkang KangBang auto parts Co., Ltd. and Mr. Hu Xiaoming.

     -  3,166,511 

    Monthly interest only payments at 6.60% per annum, due September 4, 2014, secured by the assets of the Company, guaranteed by Mr. Hu Xiaoming. Also see Note 13 and Note 14.

     6,542,362  - 

     

          

    Loans from Bank of Shanghai

          

     

          

    Monthly interest only payments at 6.60% per annum, due December 26, 2013, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Zhejiang Kangli Metal Manufacturing Company and Nanlong Group Co., Ltd.

     -  4,749,766 

    Monthly interest only payments at 6.60% per annum, due December 27, 2014, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Zhejiang Kangli Metal Manufacturing Company and Nanlong Group Co., Ltd.

     4,906,771  - 

     

          

    Loans from China Ever-growing Bank

          

    Monthly interest only payments at 7.57% per annum, due April 24, 2013, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Zhejiang Shuguang industrial Co., Ltd. and Zhejiang Mengdeli Electric Company.

     -  3,166,511 

    Monthly interest only payments at 7.20% per annum, due April 22, 2014, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Zhejiang Shuguang industrial Co., Ltd. and Zhejiang Mengdeli Electric Company.

     3,271,181  - 

    Total

    $ 34,020,281 $ 32,615,063 

    F-29



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    Loans from ICBC-Exploration Zone Branch
    Monthly interest only payments at 5.84% per annum, due April 6, 2010, secured by the assets of the Company. Also see Notes 12 and 13. $ $731,294
    Monthly interest only payments at 5.31% per annum, due April 15, 2010.  Collateralized by a time deposit. Also see Notes 12 and 13.1,316,328
    Monthly interest only payments at 5.31% per annum, due June 3, 2010, secured by the assets of the Company. Also see Notes 12 and 13.731,294
    Monthly interest only payments at 5.31% per annum, due August 10, 2010, secured by the assets of the Company. Also see Notes 12 and 13.394,899
    Monthly interest only payments at 5.31% per annum, due August 11, 2010, secured by the assets of the Company. Also see Notes 12 and 13.438,776
    Monthly interest only payments at 5.31% per annum, due October 11, 2010, secured by the assets of the Company. Also see Notes 12 and 13.658,164
    Monthly interest only payments at 5.31% per annum, due October 13, 2010, secured by the assets of the Company. Also see Notes 12 and 13.702,042
    Monthly interest only payments at 5.31% per annum, due November 12, 2010, secured by the assets of the Company. Also see Notes 12 and 13.146,259
    Monthly interest only payments at 5.31% per annum, due December 3, 2010, secured by the assets of the Company. Also see Notes 12 and 13.585,035
    Loans from China Communication Bank-Jinhua Branch
    Monthly interest only payments at 5.58% per annum, due February 15, 2010, guaranteed by Zhejiang Shuguang industrial Co., Ltd. and Mr. Hu Xiaoming.731,293
    Monthly interest only payments at 5.84% per annum, due February 4, 2011, guaranteed by Zhejiang Shuguang industrial Co., Ltd. Mr. Hu Xiaoming, and Mr. Yan Guanwei. (repaid on its due date)756,224FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
    F-24

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 15 – SHORT-TERM BANK LOANS (CONTINUED)

    December
    31,
    2010
    December
    31,
    2009
    Loans from Commercial Bank-Jiangnan Branch
    Monthly

    Short-term bank loan interest only payments at 5.84% per annum, due January 5, 2010, guaranteed by Yongkang Kangli Metal Manufacturing Co. and pledged by Jingdezhen De’er industrial investment Co., Ltd..

     $2,925,174
    Monthly interest only payments at 5.84% per annum, due May 5, 2010, secured by the assets of the Company. Also see Notes 12 and 13.1,462,587
    Monthly interest only payments at 5.84% per annum, due January 5, 2011, guaranteed by Zhejiang Kangli Metal Manufacturing Company, Mr. Hu Xiaoming, Lv Qingjiang, Lv Qingbo, and Ms. Ling Yueping. and pledged by the assets of Jingdezheng Changzhou Export & Import Company (repaid on its due date)3,024,895
    Monthly interest only payments at 5.84% per annum, due October 15, 2011, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping. and pledged by Company’s assets. Also see Notes 12 and 13.1,512,447
    Monthly interest only payments at 5.84% per annum, due December 5, 2011, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping. and pledged by Company’s asset. Also see Notes 12 and 13.756,224
    Loans from Huaxia Bank
    Monthly interest only payments at 5.58% per annum, due September 21, 2010, pledged by the assets of the Company, guaranteed by Mr.Hu, Zhejiang Kangli Metal Manufacturing Company and Kandi Investment Group Co.3,948,985
    Monthly interest only payments at 5.73% per annum, due September 20, 2011, pledged by the assets of the Company, guaranteed by Mr.Hu Xiaoming, Ms.Ling Yueping, Zhejiang Kangli Metal Manufacturing Company and Kandi Investment Group Co.4,234,853
    Loans from Evergrowing Bank
    Monthly interest only payments at 5.84% per annum, due October 27, 2010, guaranteed by Zhejiang Shuguang industrial Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.2,925,173
    Monthly interest only payments at 5.61% per annum, due April 27, 2011, guaranteed by Zhejiang Shuguang industrial Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.3,024,895
    F-25

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 15 – SHORT-TERM BANK LOANS (CONTINUED)
        
    December 31,
    2010
        
    December 31,
    2009
      
    Loans from China Everbright Bank        
             
    Monthly interest only payments at 5.58% per annum, due February 22, 2010, pledged office building of Mr. Hu Xiaoming and Ms. Ling Yueping, guaranteed by Nanlong Group Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.  $   4,387,761 
             
    Monthly interest only payments at 5.84% per annum, due April 7, 2011, pledged by the assets of the Company, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Nanlong Group Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.  4,537,342     
             
    Monthly interest only payments at 5.84% per annum, due October 11, 2011, pledged by the assets of the Company,  guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Nanlong Group Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.  4,537,342     
             
    Monthly interest only payments at 5.10% per annum, due November 1, 2011, pledged by the assets of the Company,  guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Nanlong Group Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.  3,024,895     
             
    Loans from Shanghai Pudong Development Bank        
             
    Monthly interest only payments at 4.78% per annum, due April 28, 2010. Collateralized by a time deposit.      1,316,328 
             
    Monthly interest only payments at 5.10% per annum, due November 27, 2010, guaranteed by Nanlong Group Co., Ltd. and Mr. Hu Xiaoming.      2,925,174 
             
    Monthly interest only payments at 6.10% per annum, due December 28, 2011, pledged by the property of Mr. Hu Xiaoming and Ms. Ling Yueping, guaranteed by Nanlong Group Co., Ltd. and Mr. Hu Xiaoming  3,024,895     
             
    Total $28,434,012  $26,326,566 
    Interest expense for the years ended December 31, 20102013 and 20092012 was $1,510,957,$2,302,389, and $1,571,617,$2,556,967, respectively.

    As of December 31, 2010,2013, the aggregatedaggregate amount of short-term loans that arewere guaranteed or secured by various unrelated third parties was $27,477,919. The breakdown is $26,165,341,


    Among which $15,124,474as follows:

    - $16,028,786 is guaranteed by Zhejiang Mengdeli Electric Co Ltd (“ZMEC”), whose bank loans of  $2,571,161 and bank note of $1,209,958 are guaranteed by the Company, and ZMEC’s bank loans of $4,174,355 are pledged by the Company’s plant and equipment and the land use right which net book values are $4,634,487, and $6,834,897 respectively.  Also see Note 20.


    Among which $7,259,748.

    - $8,177,952 is guaranteed by Zhejiang Kangli Metal Manufacturing Company, whose bank loans and bank noteloan of $4,537,342  and $1,512,448 respectively are$4,906,771 is guaranteed by the Company. Also see Note 20. Among which $6,049,79023. $3,271,181 of the $8,177,952 is guaranteed by Lv Qingjiang and Lv Qingbo, who are also thetwo major shareholders of Zhejiang Kangli Metal Manufacturing Company.


    Among which $3,781,119 Also see Note 24.

    - $3,271,181 is guaranteed by Zhejiang Shuguang industrial Co., Ltd., whose bank loan of $4,906,771 is guaranteed by the Company. Also see Note 24.

    - $17,664,376 is guaranteed by Nanlong Group Co., Ltd. whose bank loans of $6,049,790$9,813,543 is also guaranteed by the Company. Also see Note 20. Among which $756,22424.

    - $817,795 is guaranteed by Mr. Yan Guanwei, who is also the major shareholders of Zhejiang Shuguang industrialYonnkang Sanli Metal Co., Ltd.


    Among which $3,024,895 is guaranteed by Jingdezheng Changzhou Export & Import Company.

    Among which $15,124,474 is guaranteed by Nanlong Group Co., Ltd.., whose bank loans of $3,024,895 is guaranteed by the Company. Also see Note 20.

    This is a common business practice among companies in the region of China where Kandi is located to exchange guarantees for bank debt with no consideration given. It is considered a “favor for favor” business practice and is commonly required by the lending banks as in these cases.

    F-26


    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 1617 – NOTES PAYABLE


    By issuing bank note payables rather than paying cash to suppliers, the Company can defer the payments until the date the bank note payable is due. Simultaneously, depending on the requirements of the bank, the Company may need to deposit restricted cash in banks to back up the bank note payable, while the restricted cash deposited in banks will generate interest income.

    Notes payable are summarized as follows:

        
    December 31,
    2010
        
    December 31,
    2009
      
    Bank acceptance notes:      
    Due March 8, 2010      1,462,587 
    Due March 24, 2010      1,462,587 
    Due April 14, 2010      1,316,328 
    Due January 13, 2011 (subsequently repaid on its due date)  1,512,447         
    Due March 2, 2011 (subsequently repaid on its due date)  1,209,958         
    Due March 13, 2011 (subsequently repaid on its due date)  1,512,447         
    Due March 16, 2011 (subsequently repaid on its due date)  1,209,958        
    Due April 18, 2011  1,134,336         
    Due April 18, 2011  930,155        
    Due April 18, 2011  960,404         
    Due April 20, 2011  1,361,203       
    Due April 26, 2011  2,268,671        
    Due May 5, 2011  756,224        
    Due May 10, 2011  3,024,895        
    Due May 16, 2011  3,024,895        
    Subtotal $18,905,593  $4,241,502 
             
    Notes payable to unrelated companies:        
    Due December 1, 2010 (Interest rate 6.0% per annum, settled by cash payment)    3,690,038 
    Due April 24, 2011 (Interest rate 6.0% per annum)  134,305     
    Due January 20, 2012 (Interest rate 6.0% per annum)  1,000     
    Subtotal  135,305   3,690,038 
             
    Total $19,040,898  $7,931,540 

    F-30



    Kandi Investment Group Co. was a lender of the Company for a note payable of $134,305, also a guarantor of the Company’s bank loan of $4,234,853.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    JiangXi De’er Chemical Co., a subsidiary of  Kandi Investment Group Co., was a borrower of the Company for the note receivable of $756,224.  Also see note 11.

      December 31,  December 31, 
      2013  2012 
    Bank acceptance notes:      
    Due March 26, 2013$ - $ 1,583,255 
    Due March 26, 2013 -  1,583,255 
    Due June 24, 2013 -  3,166,511 
    Due June 24, 2013 -  6,333,023 
    Due June 25, 2013 -  2,533,209 
    Due June 25, 2013 -  10,132,835 
    Due March 18, 2014 1,962,709  - 
    Due May 19, 2014 8,177,952  - 
    Due May 21, 2014 6,542,362  - 
    Subtotal$ 16,683,023 $ 25,332,088 
           
    Notes payable to unrelated companies:      
     $ - $ - 
    Subtotal$ - $ - 
           
    Total$ 16,683,023 $ 25,332,088 

    All the bank acceptance notes do not bear interest, but are subject to bank charges of 0.05% of the principal as commission on each loan transaction. Bank charges for notes payable were $14,383$21,136 and $7,894$20,246 in 20102013 and 2009,2012, respectively.


    Restricted

    No restricted cash of $17,393,146 is held as collateral for the following notes payable at December 31, 2010:


    Due January 13, 2011  (subsequently repaid on its due date)  1,512,447 
    Due March 2, 2011  (subsequently repaid on its due date)  1,209,958 
    Due March 13, 2011  (subsequently repaid on its due date)  1,512,447 
    Due March 16, 2011  (subsequently repaid on its due date)  1,209,958 
    Due April 18, 2011  1,134,336 
    Due April 18, 2011  930,155 
    Due April 18, 2011  960,404 
    Due April 20, 2011  1,361,203 
    Due April 26, 2011  2,268,671 
    Due May 5, 2011  756,224 
    Due May 10, 2011  3,024,895 
    Due May 16, 2011  3,024,895 
    Total $18,905,593 
    F-27

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    2013.

    NOTE 1718 – BOND PAYABLE

    Due DateFace ValueCoupon rateInterest record dateInterest pay date
    December 27, 201613,084,72411.5%27 December27 December
    Total face value13,084,724   

    On December 27, 2012, the Company borrowed RMB 80,000,000 from China Ever-bright Securities Co. Ltd. The maturity date is December 27, 2015 and no principal payments are required prior to maturity. The interest rate was 12% and interest was payable on December 27 in each of 2013, 2014 and 2015. The obligation was secured by an unrelated third party.

    In August 2013, the Company repaid, without a prepayment penalty, all principal and interest to China Ever-bright Securities Co. Ltd.

    F-31



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    On December 27, 2013, the Company issued the bond of RMB 80,000,000 ($13,084,724) to China Ever-bright Securities Co. Ltd. and CITIC Securities Company Limited. The maturity of this bond is 3 years, and the material terms of this bond are similar as the terms of the bond issued in 2012 and repaid in August 2013, except that the interest rate is reduced to 11.5% . Bond interest was payable on December 27 in each of 2014, 2015 and 2016.

    NOTE 19 – TAXES


    (a) Corporation Income Tax


    On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the People’s Republic of China (the “new CIT law”), which went into effect on January 1, 2008.

    In accordance with the relevant tax laws and regulations of the PRC, the applicable corporate income tax rate is 25%.


    Prior to January 1, 2008, However, the CIT rate applicable to the Company is 33%. Kandi’s first profitable tax year for income tax purposesKandi Vehicle, qualified as a foreign-investedhigh technology company in China, was 2007. Asentitled to pay a foreign-invested company, thereduced income tax rate of 15%.

    Kandi is entitled to a 50% tax holiday based on 25% for the years from 2009 through 2011. During the transition period, the above tax concession granted to the Company prior to the new CIT law will be grandfathered according to the interpretations of the new CIT law.


    KSVNew Energy is a subsidiary of the Company and its applicable corporate income tax rate is 25%.

    Yongkang Scrou Electric. Co., Ltd is a subsidiary of the Company and its applicable corporate income tax rate was 25%.

    Kandi Electric Vehicles (Wanning) Co., Ltd. is a subsidiary of the Company and its applicable corporate income tax rate is 25%.

    Zhejiang Kandi Electric Vehicles Co., Ltd is a joint venture company (the “JV Company”). The Company has a 50% ownership interest in the JV Company and its applicable corporate income tax is 25%.

    Kandi Electric Vehicles (Changxing) Co., Ltd. is a subsidiary of the JV Company and its applicable corporate income tax rate is 25%.

    Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. is a 19% investment of the JV Company and its applicable corporate income tax rate is 25%.

    Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. is a subsidiary of the JV Company and its applicable corporate income tax rate is 25%.

    Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. is a subsidiary of the JV Company and its applicable corporate income tax rate is 25%.

    Kandi Electric Vehicles (Shanghai) Co., Ltd. is a subsidiary of the JV Company and its applicable corporate income tax rate is 25%.

    The Company, qualified as a high technology company in China, was entitled to pay a reduced income tax rate of 15%. After combining with the research and development tax credit of 25% on certain qualified research and development expenses, the final effective reduced income tax rate was 16.68%. The combined tax benefits were 50.1%. The actual effective income tax rate was reduced from 25% to 12.48% of the 2013 taxable corporate income.

    F-32



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    According to the PRC corporation income tax (“CIT”)CIT reporting system, the CIT sales cut-off base is concurrent with the value addedvalue-added tax (“VAT”), which will be reported to the State Administration of Taxation (“SAT”) on a quarterly basis. Since the VAT and CIT are accounted for on a VAT tax basis that recorded all sales on a “State provided official invoices” reporting system, the Company is reporting the CIT according to the SAT prescribed tax reporting rules. Under the VAT tax reporting system, sales cut-off didis not take thedone on an accrual basebasis but rather on a VAT taxable reporting basis. Therefore, when the company adopted USU.S. GAAP onusing an accrual basis, the sales cut-off CIT timing difference which derived from(due to the VAT reporting system will createsystem) creates a temporary sales cut-off timing difference and thisdifference. This difference is reflected in the deferred tax assets or liabilities calculations on the income tax estimationestimate reported in theon our Form 10-K.


    Effective January 1, 2007, the Company adopted ASC 740, Income Taxes. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.


    Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2010,2013, the Company does not have a liability for unrecognized tax benefits. The Company files income tax returns to the U.S. Internal Revenue Services (“IRS”) and states where the Company has operation.operations. The Company is subject to U.S. federal or state income tax examinations by the IRS and relevant state tax authorities for years after 2007.2006. During the periods open to examination, the Company has net operating loss carry forwards (“NOLs”) for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs may be utilized in future periods, they remain subject to examination. The Company also files certain tax returns in China. As of December 31, 20102013, the Company was not aware of any pending income tax examinations by U.S. and China tax authorities. The Company’sCompany's policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2010,2013, the Company has no accrued interest or penalties related to uncertain tax positions. The Company has not recorded a provision for U.SU.S. federal income tax for the year ended December 31, 20102013 due to the net operating loss in 2013 and an accumulated net operating loss carry forward from prior years in the United States.


    F-28


    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 17 – TAXES (CONTINUED)

    Income tax expense for the years ended December 31, 20102013 and 20092012 is summarized as follows:

    F-33



      
    For the Year Ended
    December 31,
     
      2010  2009 
    Current:      
    Provision for CIT $405,713  $307,078 
    Provision for Federal Income Tax   -    
    Deferred:        
    Provision for CIT  -   (19,500
    Income tax expense $405,713  $287,578 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

      For the Year Ended 
      December 31, 
      2013  2012 
    Current:      
    Provision for CIT$ 1,593,994 $ 1,523,735 
    Provision for Federal Income Tax      
    Deferred:      
    Provision for CIT      
    Income tax expense$ 1,593,994 $ 1,523,735 

    The Company’sCompany's income tax expense differs from the “expected” tax expense for the yearyears ended December 31, 20102013 and 20092012 (computed by applying the U.S. Federal Income Tax rate of 34% and PRC Corporation InocmeIncome Tax rate of 25%, respectively to income before income taxes) as follows:


      
    For the Year Ended
    December 31,
     
      2010  2009 
    Computed “expected” expense $(2,753,334 $321,845 
    Favorable tax rate  (405,713)  (307,078)
    Permanent differences  40,615   197,414 
    Valuation Allowance  3,524,145   75,397 
    Income tax expense $405,713  $287,578 

      For the Year Ended 
      December 31, 
      2013  2012 
    Computed “expected” income (expense)$ (1,381,713)$ 651,245 
    Favorable tax rate (1,378,429) (1,232,306)
    Permanent differences 361,230  932,699 
    Valuation Allowance 3,992,906  1,172,097 
    Income tax expense$ 1,593,994 $ 1,523,735 

    The tax effects of temporary differences that give rise to the Company’sCompany's net deferred tax assets and liabilities as of December 31, 20102013 and 20092012 are summarized as follows:

    F-29

    F-34


    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTE 17 – TAXES (CONTINUED)
        
    December 31,
    2010
        
    December 31,
    2009
      
    Current portion:      
    Deferred tax assets:      
    Expense $(10,042 $23,028 
    Subtotal  (10,042  23,028 
             
    Deferred tax liabilities:        
    Sales cut-off difference derived from Value Added Tax reporting system to calculate PRC Corporation Income Tax in accordance with the  PRC State Administration of Taxation  (24,041)  (85,572)
    Other  -   - 
    Subtotal  (24,041)  (85,572)
             
    Total deferred tax liabilities – current portion  (34,083)  (62,544)
             
    Non-current portion:        
    Deferred tax assets:        
    Depreciation  476,847   504,258 
    Loss carried forward  3,524,145   75,397 
    Valuation allowance  (3,524,145)  (75,397)
    Subtotal  476,847   504,258 
             
    Deferred tax liabilities:        
    Accumulated other comprehensive gain  (220,899)  (296,511)
    Subtotal  (220,899)  (296,511)
             
    Total deferred tax assets – non-current portion  255,948   207,747 
             
    Net deferred tax assets $221,865  $145,203 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

     

     December 31,  December 31, 

     

     2013  2012 

    Current portion:

          

    Deferred tax assets (liabilities):

          

       Expense

    $ 47,224 $ (193,777)

    Subtotal

     47,224  (193,777)

     

          

    Deferred tax assets (liabilities):

          

    Sales cut-off difference derived from Value Added Tax reporting system to calculate PRC Corporation Income Tax in accordance with the PRC State Administration of Taxation

     (33,518) 138,661 

    Other

          

    Subtotal

     (33,518) 138,661 

     

          

    Total deferred tax assets (liabilities) – current portion

     13,706  (55,166)

     

          

    Non-current portion:

          

    Deferred tax assets:

          

    Depreciation

     81,076  223,409 

    Loss carried forward

     3,992,906  1,172,097 

    Valuation allowance

     (3,992,906) (1,172,097)

    Subtotal

     81,076  223,409 

     

          

    Deferred tax liabilities:

          

    Accumulated other comprehensive gain

     (1,009,477) (222,714)

    Subtotal

     (1,009,477) (222,714)

     

          

    Total deferred tax assets – non-current portion

     (928,401) 695 

     

          

    Net deferred tax (liabilities) assets

    $ (914,695)$ (54,471)

    (b) Tax Holiday Effect


    For the years ended December 31, 20102013 and 20092012, the PRC corporate income tax rate was 25%. Certain subsidiaries of the Company are entitled to tax exemptions (tax holidays) for the years ended December 31, 20102013 and 2009.


    2012.

    The combined effects of the income tax expense exemptions and reductions available to the Company for the years ended December 31, 20102013 and 20092012 are as follows:

        
    For the Year Ended
    December 31
      
      2010  2009 
    Tax holiday effect $405,713  $307,078 
    Basic net income per share effect $0.02  $0.02 
    F-30

    F-35


    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

      For the Year Ended 
      December 31 
      2013  2012 
    Tax holiday effect$ 1,378,429 $ 1,232,306 
    Basic net income per share effect$ 0.04 $ 0.04 

    NOTE 1820 - STOCK OPTIONS, WARRANTS AND CONVERTIBLE NOTES


    (a) Stock Options


    On February 11, 2009, the Compensation Committee of the Board of Directors of the Company approved the grant of stock options for 2,600,000 shares of common stock to ten of the Company’sCompany's employees and directors. The stock options vest ratably over three years and expire in ten years from the grant date. The Company valued the stock options at $2,062,964 and amortizesamortized the stock compensation expense using the straight-line method over the service period from February 11, 2009 through February 11, 2012. The value of the options was estimated using the Black Scholes Model with an expected volatility of 164%, expected life of 10 years, risk-free interest rate of 2.76% and expected dividend yield of 0.00%.


    On June 30, 2011, one of the Company's directors resigned, and his 6,668 unexercised options were forfeited. As of December 31, 2013, options for 2,366,672 shares have been exercised and 6,668 options have been forfeited.

    On October 6, 2009, the Company executed an agreement (“Cooperation Agreement”) with Wang Rui and Li Qiwen, third-party consultants, whereby Mr. Wang and Mr. Li are to provide business development services in China to the Company in exchange for options to purchase 350,000 shares of the Company’sCompany's common stock at an exercise price of $1.50 per share. Per the agreement, 250,000 of these options will vestvested and become exercisable on March 6, 2010, and 100,000 will vestvested and become exercisable on June 6, 2010. The options will expire after ten years. The options are issued under and subject to the terms of the Company’sCompany's 2008 Omnibus Long-Term Incentive Plan.  No required dates of service are specified on the consulting agreement.  No repurchase features or cash settlement provisions are specified in the terms and conditions of the Notice of Grant of Stock Option.


    The following is a summary of the stock option activities of the Company:


        Activity    
    Weighted Average
    Exercise Price
      
    Outstanding as of January 1, 2010    $  
    Granted  2,950,000   0.88 
    Exercised  1,116,696   0.96 
    Cancelled  -   - 
    Outstanding as of December 31, 2010  1,833,304   0.84 

         Weighted Average 
      Activity  Exercise Price 
    Outstanding as of January 1, 2013 326,660 $ 1.01 
    Granted -  - 
    Exercised -  - 
    Cancelled -  - 
    Outstanding as of December 31, 2013 326,660  1.01 

    The following table summarizes information about stock options outstanding as of December 31, 2010:

    2013:

    F-36



    Options Outstanding    Options Exercisable  
    Number of
    shares
      
    Exercise
    Price
        
    Remaining
    Contractual life
    (in years)
        
    Number of
    shares
        
    Exercise
    Price
      
    1,733,304 $0.80   8   1,733,304  $0.80 
    100,000  1.50   8.5   100,000   1.50 
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

      Options Outstanding  Options Exercisable 
         Remaining       
    Number of Exercise  Contractual life  Number of  Exercise 
    shares Price  (in years)  shares  Price 
    226,660$ 0.80  5.25  226,660 $ 0.80 
    100,000 1.50  5.75  100,000  1.50 

    The fair value per share of the 2,600,000 options issued to the employees and directors is $0.7934 per share. The fair value per share of the unexercised 100,000 options issued to Wang Rui and Li Qiwen, which became exercisable on June 6, 2010, is $3.44.


    These share-based compensation costs were allocated to selling and marketing expenses and general and administrative expenses for $808,223 and $630,350 respectively.

    F-31

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
    NOTE 18 - STOCK OPTIONS, WARRANTS AND CONVERTIBLE NOTES (CONTINUED)

    (b) Warrants and Convertible Notes


    On September 21, 2009, the Company executed an agreement (“Consulting Agreement”) with a third-party consultant, whereby the consultant is to provide management consulting and advisory services for a period of 12 months, beginning on September 22, 2009, and ending on September 22, 2010. As compensation for the services provided, the Company agreed to issue 200,000 warrants to purchase the Company’sCompany's common stock, with 100,000 of these warrants issued at an exercise price of $2.00 per share and 100,000 of these warrants issued at an exercise price of $2.50 per share. All of the warrants have a five year contractual term and were granted on October 22, 2009. The warrants vested in full and became exercisable on January 21, 2010, upon the closing of an initial round of financing. The fair value per shareBy the end of the 100,000 warrants issued under the Consulting Agreement with an exercise price of $2.00 is $4.56, and the fair value per share of the 100,000 warrants issued under the Consulting Agreement with an exercise price of $2.50 is $4.48. As of December 31, 2010,2012, the consultant had cashless exercised all the 100,000 warrants with the exercise price of $2.5 per share.


    200,000 warrants.

    Under a Securities Purchase Agreement, dated as of January 21, 2010 (the “2010 Securities Purchase Agreement”), by and among the Company and certain investors thereto, the Company issued a total of $10 million of senior secured convertible notes (the “Convertible Notes”) and warrants exercisable for an aggregate of 800,000 shares of the Company’s Common StockCompany's common stock (the “Investor Warrants”), for gross proceeds of $10 million. The Convertible Notes, which accrue interest at a rate of 6% per annum, will mature in two years following the closing date of the offering and are initially convertible, at the option of the holders, into shares of Common Stockcommon stock at $6.25 per share. As of January 21, 2010, at the price of $6.25 per share, the Convertible Notes were convertible into 1,600,000 shares of Common Stock.common stock at the price of $6.25 per share. The Investor Warrants, which are exercisable for a period of three years following the closing date, arewere initially exercisable for shares of Common Stockupon entering into the 2010 Securities Purchase Agreement at an exercise price of $6.5625 per share as of January 21, 2010.share. Included in the associated issuance costs is the fair value of 80,000 warrants issued to a placement agent. These warrants have the same terms and conditions as the Investor Warrants issued to the investors.


    Pursuant to the terms of the Convertible Notes and the Investor Warrants, on May 18, 2010, the conversion price of the Convertible Notes was adjusted to $3.5924 per share and the exercise price of the Investor Warrants and warrants issued to the placement agent was adjusted to $4.3907 per share. On August 19, 2010, the conversion price of the Convertible Notes was adjusted to $3.1146 per share and the exercise price of the Investor Warrants and warrants issued to the placement agent was adjusted to $3.8067 per share, on consequence,share. As a result, the number of Investor Warrants and warrants issued to the placement agent was adjusted to 1,379,1471,379,148 and 137,915 respectively. As of December 31, 2010,2013, the investors had converted $9,999,000 of theall $10 million principal amount and $159,507$159,522 accrued interest of the Convertible Notes into an aggregate of 3,120,7953,121,121 shares of Common Stock.

    F-37



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    As of December 31, 2010, the fair value of the2013, 1,162,073 Investor Warrants and the124,123 warrants issued to the placement agent is $3.37 per share,have been exercised. The remaining 217,075 Investor Warrants and the fair value of conversion features is $2.99 per share.


    13,792 placement agent warrants were forfeited.

    On December 21, 2010, the Company agreed to sell to certain institutional investors up to 3,027,272 shares of the Company’sCompany's common stock and warrants to purchase up to 1,210,912 shares of the Company’sCompany's common stock in fixed combination, with each combination consisting of one share of common stock and a warrant to purchase 0.40 shares of common stock in a registered direct public offering (“Second round warrants”(the “Second Round Warrants”). The warrants became exercisable immediately following the closing date of the offering and remain exercisable for three years thereafter at an exercise price of $6.30 per share. The exercise price of the Second Round Warrants was adjusted to $5.40 on September 9, 2013 as a result of the registered direct offering that closed on July 1, 2013. On December 12, 2013, the expiration date of the Second Round Warrants was extended to June 30, 2014. As of December 31, 2010,2013, the fair value of the Second round warrantsRound Warrants is $3.48$6.54 per share.


    F-32

    NOTE 19 – STOCK AWARD

    According to that certain Consulting Agreement dated asshare, and 327,272 of September 21, 2009,the Second Round Warrants have been exercised.

    On June 26, 2013, the Company agreedentered into a Securities Purchase Agreement (the “2013 Securities Purchase Agreement”) with certain institutional investors (the “Third Round Investors”) that closed on July 1, 2013 pursuant to issuewhich the consultant 100,000 shares of Company’s Common Stock upon the achievement of certain conditions. PursuantCompany sold to the terms of the Consulting Agreement, the Company issuedThird Round Investors, in a registered direct offering, an aggregate of 100,000 restricted4,376,036 shares of Common Stockour common stock at a negotiated purchase price of $6.03 per share. Under the 2013 Securities Purchase Agreement, the Third Round Investors also received Series A warrants for the purchase of up to 1,750,415 shares of our common stock at an exercise price of $7.24 per share and an option to make an additional investment in the form of Series B warrants and Series C warrants: Series B warrants to purchase a maximum aggregate of 728,936 shares of our common stock at an exercise price of $7.24 per share and the Series C warrants to purchase a maximum aggregate of 291,574 shares of our common stock at an exercise price of $8.69 (the “Third Round Warrants”). In addition, the placement agent for this transaction also received warrants for the purchase of up to 262,562 shares of our common stock at an exercise price of $7.24 per share (the “Third Round Placement Agent Warrants”). As of December 31, 2013, the fair value of Series A warrants is $6.55 per share, the fair value of Series B warrants is $4.77 per share, the fair value of Series C warrants is $5.93 per share, and the Third Round Placement Agent Warrants' fair value is $7.04 per share. In January 2014, all the Third Round Warrants were exercised on a cash basis.

    NOTE 21 – STOCK AWARD

    In connection with his appointment to the consultantBoard of Directors, and certainas compensation for serving, the Board of its employees on April 14, 2010.


    According to that certain consulting agreement dated as of March 1, 2010, betweenDirectors authorized the Company and DGI Investor Relations, Inc.,to provide Mr. Henry Yu with 5,000 shares of Company's restricted common stock every six months, par value $0.001, beginning in July 2011.

    As compensation for his services, the Board of Directors authorized the Company agreed to compensate the consultant in payments of 2,000provide Mr. Jerry Lewin with 5,000 shares of Company’s Common Stock per quarterCompany's restricted common stock every six months, par value $0.001, beginning in August 2011.

    F-38



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    As compensation for her services, the termBoard of the agreement in exchange for the consultant providing investor relations services. Pursuant to the terms of the agreement,Directors authorized the Company issued 3,340to provide Ms. Kewa Luo with 5,000 shares of Common Stock on April 27, 2010 for services rendered from January 2010 to May 31, 2,000 shares of Common Stock on June 1, 2010 for services rendered from June 1, 2010 to August 31, 2010, 2,000 shares of Common Stock on October 1, 2010 for service rendered fromCompany's common stock every six months, par value $0.001, beginning in September 1, 2010 to November 30, 2010, and 2,000 shares of Common Stock for service rendered from December 1, 2010 to February 28, 2011.


    According to the employment agreement between the Company and Cathy Cao, Executive VP of Finance, as part of her compensation package, the Company agreed to compensate Cathy Cao’s service in payments of 2,500 shares of Common Stock per quarter. Cathy Cao started to work for the Company from October 15, 2010.

    2013.

    The fair value of stock awardedaward based on service is determined based on closing price of the day that the shares are granted every six months. The compensation cost for awards of stock would be recognized over the requisite service period of six months.

    On December 30, 2013, the Board of Directors approved a proposal (as submitted by the Compensation Committee) of an award for selected executives and other key employees comprising a total of 335,000 for each fiscal year beginning with the 2013 fiscal year under the Company's 2008 Omnibus Long-Term Incentive Plan (the “Plan”) to be delivered upon the Company's determination that the Company's “Non-GAAP Net Income” for the fiscal year increased by 10%. “Non-GAAP Net Income” means the Company's net income for a particular year calculated in accordance with GAAP, excluding option-related expenses, stock award expenses, and the effects caused by the change of fair value of financial derivatives. For example, if Non-GAAP Net Income for the 2013 fiscal year increases by 10% compared to the Non-GAAP Net Income for the 2012 fiscal year, the selected executives and other key employees will each be granted his or her target amount of common stock of the Company at the end of March 2014. If Non-GAAP Net Income in 2013 is less than Non-GAAP Net Income in 2012, then no common stock will be granted. If Non-GAAP Net Income in 2013 increases compared to Non-GAAP Net Income in 2012 but the increase is less than 10%, then the target amount of the common stock grant will be proportionately decreased. If Non-GAAP Net Income in 2013 increases compared to Non- GAAP Net Income in 2012 but the increase is more than 10%, then the target amount of the common stock grant will be proportionately increased.

    The fair value of each award granted under Plan is determined based on the closing price of the commonCompany's stock on the date of grant of the award. To the extent that the performance goal is not met and so no shares become due, no compensation cost is recognized and any recognized compensation cost during the applicable year is reversed. The number of shares of common stock awarded.

    granted under the Plan during 2013 would be 801,163 shares. The compensation is recognized in General and Administrative Expenses.

    NOTE 22 – INTANGIBLE ASSETS

    The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets other than goodwill:

    Remaining useful lifeDecember 31, 2013
    Gross carrying amount:
    Trade name8 years$ 492,235
    Customer relations8 years304,086
    796,321
    Less : Accumulated amortization
    Trade name$ (84,576)
    Customer relations(52,249)
    (136,825)
    Intangible assets, net$ 659,496

    F-39



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    The aggregate amortization expense for those intangible assets that continue to be amortized is reflected in amortization of intangible assets in the Consolidated Statements of Income and comprehensive Income and was $82,095 and $54,730 for the years ended December 31, 2013 and 2012, respectively.

    Amortization expense for the next five years and thereafter is as follows:

    2014$ 82,095 
    2015 82,095 
    2016 82,095 
    2017 82,095 
    2018 82,095 
    Thereafter 249,021 
    Total$ 659,496 

    NOTE 23 – SUMMARIZED INFORMATION OF INVESTMENT IN THE JV COMPANY

    The Company's investment in the JV Company is accounted for using the equity method of accounting. The JV Company has consolidated the following: (1) 100% interest in Kandi Changxing; (2) 100% interest in Kandi Jinhua; (3) 100% interest in JiHeKang; (4) 100% interest in Kandi Shanghai; and 19% interest in the Service Company.

    The combined results of operations and financial position of the JV Company are summarized below:

      2013  2012 
    Condensed income statement information:      
       Net sales$ 15,212,347 $ - 
       Gross (loss) (1,279,914) - 
       Net (loss) (3,020,756) - 
    Company's equity in net income of JV (1,510,378) - 
    Condensed balance sheet information:      
       Current assets 108,139,053  - 
       Noncurrent assets 146,130,466  - 
       Total assets 254,269,519  - 
       Current liabilities 93,772,816  - 
       Noncurrent liabilities -  - 
       Equity 160,496,703  - 
       Total liabilities and equity 254,269,519  - 

    Note: The following table illustrates the captions used in the Company's Income Statements for its equity basis investments in the JV Company.

    F-40



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    Changes in the Company's investment in JV Company for the year ended December 31, 2013 and 2012 are as follows:

     

     2013  2012 

    Condensed income statement information:

          

       Investment in JV Company, beginning of the year,

    $ 81,779,522 $ - 

       (Loss) from equity investment

     (1,510,378) - 

    Intercompany transaction unrealized gain elimination

     (903,976) - 

    Exchange difference

     (33,238) - 

    Investment in JV Company, end of the year

     79,331,930  - 

    The following tables summarize the effects of transactions including sales and purchases with the JV Company:

     

     December 31,  December 31, 

     

     2013  2012 

    Sales to Kandi Electric Vehicles (Changxing) Co., Ltd.

    $ 11,223,823 $ - 

    Purchase from Kandi Electric Vehicles (Changxing) Co., Ltd.

     487,453  - 

    During fiscal year ended December 31, 2013, the Company sold and purchased products to and from Kandi Electric Vehicles (Changxing) Co., Ltd., one of the 100% owned subsidiary of the 50% joint venture investment of the Company, amounting to $11,223,823 (2012:$0) and $487,453 (2012:$0) respectively.

    As of December 31, 2012 and 2013, significant balances with the JV Company were as follows:

     

     December 31,  December 31, 

     

     2013  2012 

    Due from Kandi Electric Vehicles (Changxing) Co., Ltd.

    $ 1,576,408 $ - 

    Due from Zhejiang Kandi Electric Vehicles Co.,Ltd

     4,121,688  - 

    Due (to) Zhejiang Kandi Electric Vehicles Jinhua Co.,Ltd

     (2,780,504) - 

     

    $ 2,917,592 $ - 

    The amounts due from the JV Company as of December 31, 2012 and 2013 are not collateralized, interest-free and have normal business payment terms.

    NOTE 2024 - COMMITMENTS AND CONTINGENCIES


    (a)Guarantees and Pledged collateral for third party bank loans

    Guarantees and pledged collateral for third party bank loans

    As of December 31, 2010,2013, the Company provided guaranteeguarantees for the following third parties:

    F-41



    (1)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    Guarantees for bank loansFOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    Zhejiang Kangli Metal Manufacturing Company. $4,537,342 
    Zhejiang Mengdeli Electric Co., Ltd.  2,571,161 
    Zhejiang Shuguang industrial Co., Ltd.  6,049,790 
    Zhejiang Yiran Auto Sales Company (Among $756,223 subsequently released on March 22, 2011)  1,512,447 
    Wuyi Qilong Vehicle Co., Ltd. (subsequently released on March 10, , 2011)  1,361,203 
    Zhejiang Taiping Trade Co., Ltd  3,478,629 
    Zhejiang Taiping Shengshi Industrial Co., Ltd.  3,024,895 
    Nanlong Group Co., Ltd.  3,024,895 
    Total $25,560,362 

    (1) Guarantees for bank loans

    Guarantee provided to

    Amount

    Zhejiang Kangli Metal Manufacturing Company.

    $ 4,906,771

    Zhejiang Shuguang industrial Co., Ltd.

    4,906,771

    Yongkang Angtai Trade Co., Ltd.

    817,795

    Nanlong Group Co., Ltd.

    9,813,543

    Total

    $ 20,444,880

    On December 8, 2010,27, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loan borrowed from Shanghai Bank Hangzhou branch in the amount of $4,537,342$4,906,771 by Zhejiang Kangli Metal Manufacturing Company. (“ZKMMC”) for the period from December 8, 201027, 2013 to December 8, 2011.27, 2014. ZKMMC is not related to the Company. Under this guarantee contract, the Company shallagrees to perform all obligations of ZKMMC under the loan contract if ZKMMC fails to perform its obligations as set forth therein.

    On February 26, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loan borrowed from PingAn Bank in the amount of $4,906,771 by Zhejiang Shuguang industrial Co., Ltd. (“ZSICL”) for the period from February 26, 2013 to February 26, 2014. ZSICL is not related to the Company. Under this guarantee contract, the Company agrees to perform all obligations of ZSICL under the loan contract.


    F-33

    contracts if ZSICL fails to perform its obligations as set forth therein.

    On August 24, 2010,January 6, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from HuaxiaChina Communication Bank Hangzhou branchJinhua Branch in the amount of $2,571,161$817,795 by Zhejiang Mengdeli ElectricYongkang Angtai Trade Co., Ltd. (“ZMEC”YATCL”) for the period from August 24, 2010January 6, 2013 to August 24, 2011. ZMECJanuary 6, 2014. YATCL is not related to the Company. Under this guarantee contract, the Company shallagrees to perform all obligations of ZMECYATCL under the loan contractcontracts if ZMECYATCL fails to perform its obligations as set forth in the loan contract.


    therein.

    On June 7, 2010March 15, 2013 and December 7, 2010, the Company entered into two guarantee contracts to serve as the guarantor for the bank loans borrowed from  Shenzhen Development Bank and Huaxia Bank Hangzhou branch in the amount of $3,024,895 and 3,024,895 respectively by Zhejiang Shuguang industrial Co., Ltd.. (“ZHICL”) for the period from June 7, 2010 to June 7, 2011  and December 7, 2010 to December 7, 2011 respectively. ZHICL is not related to the Company. Under these guarantee contracts, the Company shall perform all obligations of ZHICL under the loan contracts if ZHICL fails to perform its obligations as set forth in the loan contracts.


    On April 7, 2010 and September 29, 2010,27, 2013, the Company entered into two guarantee contracts to serve as the guarantor for the bank loans borrowed from Shanghai Pudong Development Bank Jinhua Branch and Shanghai Bank Hangzhou branch Bank of Hangzhou and in the amount of $756,234$3,271,181 and 756,233$6,542,362 respectively by Zhejiang Yiran Auto Sales CompanyNanlong Group Co., Ltd. (“ZYASC”NGCL”) for the period from April 7, 2010March 15, 2013 to March 22, 201115, 2016, and September 29, 2010December 27, 2013 to September 29, 2011December 27, 2014 respectively. ZYASCNGCL is not related to the Company. Under these guarantee contracts, the Company shall perform all obligations of ZYASC under the loan contracts if ZYASC failsagrees to perform its obligations as set forth in the loan contracts.

    On March 11, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Rural credit cooperatives in the amount of $1,361,203 by Wuyi Qilong Vehicle Co., Ltd. (“WQVCL”) for the period from March 11, 2010 to March 10, 2011. WQVCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of WQVCL under the loan contract if WQVCL fails to perform its obligations as set forth in the loan contract.

    On May 26, 2009, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from ICBC Wuyi branch in the amount of $3,478,629 by Zhejiang Taiping Trade Co., Ltd (“ZTTCL”) for the period from May 26, 2009 to May 26, 2011. ZTTCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZTTCL under the loan contract if ZTTCL fails to perform its obligations as set forth in the loan contract.

    On December 8, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Shanghai Bank Hangzhou branch in the amount of $3,024,895 by Zhejiang Taiping Shengshi Industrial Co., Ltd. (“ZTSICL”) for the period from December 8, 2010 to December 8, 2011. ZTSICL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZTSICL under the loan contract if ZTSICL fails to perform its obligations as set forth in the loan contract.

    On September 13, 2010, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Shanghai Pudong Development Bank Hangzhou branch in the amount of $3,024,895 by Nanlong Group Co., Ltd. (“NGCL”) for the period from September 13, 2010 to September 12, 2010. NGCL is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of NGCL under the loan contract if NGCL fails to perform its obligations as set forth in the loan contract.

    (2)Guaranteestherein.

    (2) Pledged collateral for Bank notes:


    Zhejiang Kangli Metal Manufacturing Company. (subsequently released on March 15, 2011) $1,512,448 
    Zhejiang Mengdeli Electric Co., Ltd.  1,209,958 
    Total  2,722,406 
    F-34

    On March 15, 2010, the Company entered into a guarantee contract to serve as the guarantor for thethird party's bank note borrowed from Industrial Bank Yonkang branch in the amount of $1,512,448 by Zhejinag Kangli Metal Manufacturing Company. (“ZKMMC”) for the period from March 15, 2010 to March 15, 2011. ZKMMC is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZMEC under the loan contract if ZMEC fails to perform its obligations as set forth in the loan contract.

    On August 24, 2010, the Company entered into a guarantee contract to serve as guarantor for the bank note borrowed from Huaxia Bank Hangzhou branch in the amount of $1,209,958 by Zhejiang Zhejiang Mengdeli Electric Co., Ltd. (“ZMEC”) for the period from August 24, 2010 to August 24, 2011. ZMEC is not related to the Company. Under this guarantee contract, the Company shall perform all obligations of ZMEC under the loan contract if ZMEC fails to perform its obligations as set forth in the loan contract.
    (3)Pledged collateral for a third party’s bank loans

    loans

    As of December 31, 2010,2013, none of the Company provided theCompany's land use rights andor plant and equipment were pledged as collateral for the following third party:


    Zhejiang Mengdeli Electric Co., Ltd. ‘s bank loans of $6,745,516 and bank note of $1,209,958:    
    Land use rights net book value $6,834,897 
    Plant and equipment net book value $4,634,487 

    It is a common business practice among companies in the region of China where Kandi is located to exchange guarantees for bank debt with no consideration given.  It is considered a “favor for favor” business practice and is commonly required by the lending banks as in these cases. These companies provided guarantees for the Company’ssecuring bank loans as well. The banks involved in these guarantee transactions typically allow a maximum loan amount based on a 30% to 70% discount on the net book value of the pledged collateral. Also see Note 15.

    (b) Pending litigations

    There are two lawsuits currently pending in Ripley County, Missouri against the Company and its subsidiary Zhejiang Kandi Vehicles Co., Ltd.(“Kandi Vehicles”), Kandi Investment Group, SunL and other parties, and they are related to two persons who died in an accident on March 3, 2006 while operating a go-cart allegedly manufactured by the Kandi Vehicles.  Kandi Investment Group was a major shareholder of Kandi Vehicles but it transferred all its equity in Kandi Vehicles to Continental Development Limited in November 2006. Since then, Kandi Investment Group has been unrelated to the Company or its affiliates.

    The cases were filed in 2009 and are known as Elder vs. SunL Group and Griffen vs. SunL Group. In March, 2010, the local trial court entered two default judgments in the amount of $20,000,000 each against Kandi Vehicles (a subsidiary of the Company), Kandi Investment and otherthird parties. No default judgment was entered against Kandi Technologies, Corp. The lawsuit and default judgments didn’t come to the Company’s or Kandi Vehicles’ attention until May or June 2010. The Company had not been served or notified of the lawsuits and learned of their existence and of the default judgment in the course of commercial discussions with another of the defendants in the cases. Currently, the Company and Kandi Vehicles have filed answers to the complaint denying any culpability. The Company also moved for the default judgments against Kandi Vehicles to be set aside and on February 28, 2011, the Judge granted that motion and in the docket entry noted that the motion was granted because the court had no jurisdiction due to plaintiff’s failing to obtain service on Kandi Vehicles. On March 3, 2011, the plaintiffs appealed this order vacating the default judgments. The court of appeals thereafter ordered the plaintiff to show cause by April 1, 2011 why the appeal should not be dismissed. The plaintiffs responded by voluntarily withdrawing their appeals. 

    The Company intends to defend these cases vigorously and expects to prevail in this lawsuit since neither the Company nor any of its subsidiaries manufactured the vehicle involved in the accident.

    NOTE 25 – SEGMENT REPORTING

    The Company has established by reference toonly one single operating segment. The Company's revenue and long-lived assets are primarily derived from and located in the VIN number on the vehicle that the manufacturer of the vehicle was not Kandi Vehicles but a different manufacturer. Neither the Company nor any of its subsidiaries actually has, to the best of our knowledge, any involvement with respect to the subject vehicle.PRC. The Company intends to propound discovery on the plaintiffs and will attempt to have the cases dismissedonly has operations in China.

    F-42



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

    The following table sets forth revenues by summary judgment, if possible. 


    F-35

    KANDI TECHNOLOGIES, CORP.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

    geographic area

      Year Ended December 31 
      2013  2012 
      Sales Revenue  Long Lived Assets  Sales Revenue  Long Lived Assets 
    North America$ 6,906,807  - $ 7,243,257  - 
    Europe and other region 2,394,948  -  1,639,990  - 
    China 85,234,290  124,294,994  55,630,423  51,289,815 
    Total$ 94,536,045  124,294,994 $ 64,513,670  51,289,815 

    NOTE 2126 - SUBSEQUENT EVENT


    (a) Kandi New Energy Vehicles Co., Ltd.
    Kandi Vehicles, a subsidiary

    On January 15, 2014, the Company sold to the Investors warrants to purchase an aggregate of 1,429,393 shares of the Company and Mr. Hu Xiaoming, the major shareholder ofCompany's common stock, par value $0.001 per share at an exercise price equal to $15 (the “Fourth Round Warrants”) for a total purchase price paid by certain institution investors to the Company entered intoof approximately $14,294. The Fourth Round Warrants became exercisable immediately following the Agreementclosing date of Establishment of Kandi New Energy Vehicles Co., Ltd. (“the Agreement”) on May 18, 2010, which took effectthis offering and will expire on January 31, 2011. According to the Agreement, Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”) was incorporated and the investment was executed on January 31, 2011 on which the pre-requisite conditions of the Agreement were met and the Agreement became effective.


    The establishment of Kandi New Energy is to comply with Chinese regulation that foreign investor can own no more than 50% of an automobile manufacturing company in China with the objective to sell automobile products in China. Because Mr. Hu is a Chinese citizen and Kandi Vehicles is considered as a foreign investment entity, Kandi New Energy’s 50-50 ownership between Mr. Hu and Kandi Vehicles meets the requirement of the Chinese regulation.

    Under the Agreement, the Parties jointly invest 36 million RMB, approximately $5,459,923, to establish Kandi New Energy and each party will contribute 50% of such investment. Kandi Vehicles makes its contribution in kind and Mr. Hu makes his contribution in cash. Kandi New Energy shall obtain the government license to produce vehicles. Only upon receiving the government’s license and Kandi New Energy entering into a practical operational stage, could the Agreement become effective.

    On January 31, 2011, Kandi New Energy received the Chinese government’s license and the Parties agreed the practical operation stage had been reached and confirmed the Agreement became effective in a supplement agreement between the parties on January 31, 2011.  The contribution in kind in the form of plant and equipment provided by Kandi New Energy was deemed to be effective on the same date.

    According to the Contractor Agreement entered between Kandi Vehicles and Mr. Hu effective on January 31, 2011, both the management and operation of Kandi New Energy is contracted out to Kandi Vehicles and Mr. Hu will not participate in the management and decision making as an  shareholder of Kandi New Energy.  Pursuant to the Share Escrow and Trust Agreement, Mr. Hu’s entire equity in Kandi New Energy is put in escrow and trust with Kandi Vehicles effective from January 31, 2011.

    All profits of Kandi New Energy will be distributed to Kandi Vehicles.

    On January 31, 2011, Kandi Vehicles and Mr. Hu also entered into a loan agreement (“the Loan Agreement”) under which Kandi Vehicles will lend Mr. Hu, 18 million RMB, approximately $2,729,961 for the sole use  of his capital contribution  to Kandi New Energy according to the Agreement. The loan is interest free and Mr. Hu can return the loan by cash or his entire equity in Kandi New Energy or other methods agreed by the Parties. The term of the loan is the earliest of the time when: (1) Kandi New Energy enters into bankruptcy procedure; or (2) due to re-structuring, Mr. Hu is no longer a shareholder of Kandi Energy, or (3) both Parties agree to terminate the loan.

    The agreements discussed above are filed as exhibits to this 10-K.

    (b) Development in Europe
    On March 14, 2011, the Company finalized a Strategic Cooperation Agreement with Share s.r.l corporation  (the “SHARE”), a Rome, Italy based EV distributor. Under the terms of the strategic cooperation agreement, Kandi will provide 1,000 electric vehicles for export to Italy.  To better protect and preserve the ancient city of Rome, its city government has planned to gradually employ electric vehicles to restrict gasoline cars’ entrance into the city, which will substantially reduce pollution from automobile emissions. This commitment brings a unique opportunity for Kandi’s pure electric vehicles in the European market. According to the cooperative agreement signed by the companies, Kandi and SHARE will cooperate to expand sales of Kandi’s pure electric vehicles in the European market, with Rome as a starting point.  Pricing and other material terms are subject to future negotiations.
    F-36
    30, 2015.

    F-43


    Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

    Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

    None.

    None.

    Item 9A.Item 9A. Controls and Procedures.


    (a) Evaluation of Disclosure Controls and Procedures


    The Company hereby represents that it maintains a systemhas evaluated, under the supervision of the Company's Chief Executive Officer and the Chief Financial Officer, the effectiveness of disclosure controls and procedures thatas of December 31, 2013. This is designeddone in order to ensure that information the Company is required to be disclosed by the Companydisclose in its reports required to bethat are filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is is: (i) recorded, processed, summarized and reported within the time periods specified in theSEC rules and forms for such filings, and that such controls and procedures are designed to ensure that information required to be disclosed is(ii) accumulated and communicated to our management, including its principal executiveour Chief Executive Officer and principal financial officers, or persons performing similar functions,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

    Management of the Company, under the direction of the Company’s Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15a(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010.
    Based on that review andthis evaluation, the Chief Executive Officer and Chief Financial Officer along with other key management of the Company, has concluded that the Company's disclosure controls and procedures were ineffectivenot effective as of December 31, 2010,2013, due to a material weakness, described below in Management's Report on Internal Control over Financial Reporting.

    Notwithstanding the late acknowledgementmaterial weakness discussed below, management has concluded that the consolidated financial statements included in this form 10-K present fairly, in all material aspects, the Company's financial position, results of operations and disclosure ofcash flows for the litigationperiods presented in Missouri.

    The Company has reevaluated its disclosure controls and procedures and has changed those controls to require immediate notification to the Executive Vice President of the Companyconformity with accounting principles generally accepted in the U.S. and the general outside counsel of any threatened or initiated litigation.United States.

    (b) Management’sManagement's Annual Report on Internal Control Over Financial Reporting
    Management

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Internalas defined in Rules 13a-15(f) and 15d-15(f) under Exchange Act. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principlesU.S. generally accepted in the United Sates of America.
    accounting principles.

    The Company’sCompany's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America,accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’sCompany's assets that could have a material effect on the consolidated financial statements.

    All internal control systems, no matter how well designed, have inherent limitations, so that no evaluation of controls can provide absolute assurance that all control issues are detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    Management conducted an assessment of the effectiveness of our system of internal control over financial reporting as of December 31, 2013, the last day of our fiscal year. This assessment was based on criteria established in the framework Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission and included an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Our management has excluded from its assessment for internal control over financial reporting at Zhejiang Kandi Electric Vehicles Co.,Ltd., which is a 50% owned joint venture established in March 2013 and is accounted as an equity method investment. The main operations of Zhejiang Kandi Electric Vehicles Co.,Ltd started on December 2013, and therefore, management's assertion of the effectiveness of Kandi Technologies Group, Inc.'s internal control over financial reporting excluded internal control over financial reporting of Zhejiang Kandi Electric Vehicles Co. Ltd.

    41


    Based on management's evaluation under the COSO framework, management concluded that the Company's internal controls over financial reporting were not effective as of December 31, 2013.

    Management identified significant deficiencies in internal controls, which, in the aggregate, lead to a conclusion that a material weakness exists in the control environment. The significant deficiencies noted in the control environment are summarized as follows:

    1. Lack of adequate policies and procedures in internal audit function, which may potentially result in: (1) lack of communication between internal audit department and the Audit Committee and the Board of Directors; (2) insufficient internal audit work to ensure that the Company's policies and procedures have been carried out as planned.

    2. There was no self-assessment performed by the Audit Committee to assess the effectiveness of the Audit Committee in oversight of management.

    3. The internal control audit department reported to the CEO instead of the Audit Committee. Such reporting structure impaired the independence and objectivity of the internal control audit department.

    4. Inadequate design of internal controls over the approval procedures for related party transactions.

    These significant deficiencies were initially identified in connection with this year's evaluation.

    Promptly upon discovery of these significant deficiencies, management took affirmative remediation action to ensure that established, in-place policies and procedures would be consistently implemented moving forward. Additionally, management is investing in on-going efforts to continuously improve the control environment and has committed considerable resources to the continuous improvement of the design, implementation, documentation, testing and monitoring of our internal controls.

    We reviewed the results of management's assessment with the Audit Committee of our Board of Directors.

    Albert Wong & Co., an independent registered public accounting firm, has issued an attestation report on the Company's internal control over financial reporting which is contained below.

    Remediation of Material Weakness

    To remediate the foregoing material weakness, management reviewed and modified processes, procedures and controls over internal audits and related party transactions to ensure greater oversight and transparency. In particular, (1) the Audit Committee is in a process of evaluating the existing internal audit charter to ensure the annual internal control plan is evaluated and approved by the Audit Committee, and regular and frequent reporting on the internal audit related matters to the Audit Committee is carried out by the head of internal audit department. We have also restructured the internal audit department, such that the head of internal audit department reports directly to Audit Committee to enhance the independence and objectivity of the internal audit Department; (2) A procedure for self-evaluation on the effectiveness of the Audit Committee will be carried out on the January of each year; (3) Starting from January 2014, all related party transactions are subject to the evaluation and approval of our Audit Committee.

    (c) Changes in Internal Control Over Financial Reporting

    Other than with respect to the ongoing remediation of the material weakness pursuant to the plan described above, there were no changes in the Company's internal control over financial reporting identified in connection with the above evaluation that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

    42


    To: The board of directors and stockholders of
    Kandi Technologies Group, Inc. and Subsidiaries

    Report of Independent Registered Public Accounting Firm

    We have audited the accompanying consolidated balance sheet of Kandi Technologies Group, Inc. and subsidiaries ("the Company") as of December 31, 2013 and 2012 and the related consolidated statements of income, stockholders' equity and cash flow for the years then ended. We have also audited the internal control over financial reporting of Kandi Technologies Group, Inc. and subsidiaries ("the Company") as of December 31, 2013, based on criteria established in the 1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audit. Our audit of, and opinion on, Kandi Technologies Group, Inc.'s internal control over financial reporting did not include internal control over financial reporting of Zhejiang Kandi Electric Vehicles Co. Ltd., a joint venture. As indicated in Management's Report, Zhejiang Kandi Electric Vehicles Co., Ltd. is a 50% owned joint venture of the Company established in March 2013 and is accounted as an equity method investment. The main operations of Zhejiang Kandi Electric Vehicles Co., Ltd started on December 2013, and therefore, management's assertion of the effectiveness of Kandi Technologies Group, Inc.'s internal control over financial reporting excluded internal control over financial reporting of Zhejiang Kandi Electric Vehicles Co. Ltd.

    We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

    A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policespolicies or procedures may deteriorate.

    Management conducted an evaluation

    43


    A material weakness is a deficiency, or a combination of the effectiveness ofdeficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness and significant deficiencies have been identified and included in management's assessment as of December 31, 2013:

    • Ineffective control environment — significant control deficiencies were identified in various components of internal control, which, in aggregate, lead us to conclude that a material weakness exist in the control environment. The significant deficiencies noted in the control environment are summarized as follows:

    1. Lack of adequate policies and procedures in internal audit function, which may potentially result in: (1) lack of communication between internal audit department and the Audit Committee and the Board of Directors; (2) insufficient internal audit work to ensure that the Company's policies and procedures have been carried out as planned.

    2. There was no self-assessment performed by the Audit Committee to assess the effectiveness of the Audit Committee in oversight of management.

    3. The internal control audit department reported to the CEO instead of the Audit Committee. Such reporting structure impaired the independence and objectivity of the internal control audit department.

    4. Inadequate design of internal controls over the approval procedures for related party transactions.

    The material weakness or significant deficiencies were considered in determining the nature, timing and extent of audit tests applied in our audit of the Company's consolidated financial statements for the year ended December 31, 2013, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements.

    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kandi Technologies Group, Inc. as of December 31, 2013 and 2012 and the consolidated results of its operations and its cash flow for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In our opinion, because of the effect of the material weakness describe above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2013, based on criteria established in the framework in1992 Internal Control—Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010.

    Changes in Internal Control Over Financial Reporting
    In connection with the evaluation described above, we identified no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during our fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

    However, as a result of the litigation described above, the Company has instituted another control requiring informing its Executive Vice President in the U.S. and its outside counsel in the U.S. upon any Company representative’s hearing of a proceeding of any kind against the Company or any of its subsidiaries. Such a control would not have averted the default judgments but would have led to the Company’s developing a more complete understanding of the situation sooner.

    33

    Hong Kong, China/s/ Albert Wong & Co.
    March 15, 2014Certified Public Accountants
    Item 9B.  Other Information.
    [

    Item 9B. Other Information.

    Not Applicable]


    34
    applicable.

    44


    PART III


    Item 10.Directors, Executive Officers and Corporate Governance.
    As

    Item 10.Directors, Executive Officers and Corporate Governance.

         The following table sets forth certain information regarding our executive officers and members of the dateCompany's board of this report, our directors and executive officers, their ages, positions with Kandi, and the dates(the “Board of their initial election or appointmentDirectors”) as director or executive officer are as follows:

    of December 31, 2013:

    Name Age Position With Kandi Served From
    Hu Xiaoming5457
    Chairman of the Board, President and
    Chief Executive Officer
    June 2007
    Zhu Xiaoying 4043 Chief Financial Officer, Director June 2007
    Zheng MingyangChen Liming (1), (2), (3) 5777 Director (Independent) June 2007
    Fong Heung Sang (Dexter)51Director (Independent)June 2007 to November 2010 & January 2011May 2012
    Qian Jingsong 5053 Director January 2011
    Ni Guangzheng (2), (3) 7275 Director (Independent) November 2010
    Jerry Lewin (1) 5659 Director (Independent) November 2010
    Henry Yu (1),(2),(3)60Director (Independent)July 2011

    (1) Member of Audit Committee
    (2) Member of Compensation Committee
    (3) Member of Nominating and Corporate Governance Committee

    Business Experience of Directors and Executive Officers


    Biographical Information


    Hu Xiaoming age 54, has been our Chief Executive Officer, President and Chairman of the Board of Directors since March 2002.June 2007. From October 2003 to April 2005, Mr. Hu wasserved as the Project Manager (Chief Scientist) in the WX Pure Electric Vehicle Development Important Project of Electro-vehicle in the State 863 Plan. Prior to that role, from October 1984 to March 2003, Mr. Hu was aserved as: (i) Factory Director inof the Yongkang Instrument Factory, (ii) Factory Director inof the Yongkang Mini Car Factory, (iii) Chairman and General Manager inof the Yongkang Vehicle Company, (iv) General Manager inof the Zhejiang Wan Xiang Electric Vehicle Developing Center and (v) the General Manager inof the Zhejiang Wan Xiang Battery Company. He personally owns 3 invention patents,Co. Ltd. Mr. Hu's experience as our Chief Executive Officer and 10 appearance design patents.


    President, as well as Chairman of the Board of Directors, in addition to his extensive scientific and operational knowledge and expertise, qualify him to serve as our Chief Executive Officer, President and Chairman.

    Zhu Xiaoying age 40, is was appointed as our Chief Financial Officer and director.  Ms. Zhu received a bachelor’s degree in accounting from Hangzhou Electronic Engineering University and joined Kandi in September 2003 and was appointed acting CFO and director of the Company.Company in June 2007. In addition, since September 2003, Ms. Zhu has served as Chief Financial Officer of Zhejiang Kandi Vehicles Co. From January 2000 to September 2003, she workedMs. Zhu served as accounting managerthe Accounting Manager for Zhejiang YongkangYonkang Automobile Manufacture Co.


    Zheng Mingyang, age 57, has been a director Ms. Zhu graduated from Hangzhou Electronic Engineering University. Ms. Zhu acquired her CIA certificate in 2010 and an EMBA certificate from Hong Kong Polytechnic University in 2011. Ms. Zhu's experience as our Chief Financial Officer and knowledge of Kandi since 2007.  From May 1992current corporate finance, accounting techniques and market activities qualify her to September 2003 he worked as the vice presidentserve on our Board of Yongkang Automobile Manufacture Co.

    Fong Heung Sang (Dexter), age 51, a U.S. CPA, previously servedDirectors.

    45


    Chen Limingwas appointed as a director of Kandi from July 2007the Company on May 1, 2012. Mr. Chen serves as an advisor to November 2010.  Mr. Fong is currently director of China Elector Motor, Inc. (Nasdaq: CELM). He joined CELM in Jan 2010. He is also director of Granto Inc. (OTCBB: GNTQ) from March 2010. Mr. Fong was CFO of ApolloAA Wind & Solar Energy Inc (OTC: ASOE)Development Group, LLC. Prior to his current position, from February 2009 to March 2010. Between December 2006October 2010, Mr. Chen participated in a joint venture with Mr. Qiu Youmin, the former designer of Geely, and assisted in the development of super mini three seat pure electric vehicles. From June 2008 to JanuaryJuly 2009, heMr. Chen participated in the development of a lithium iron phosphate battery with Shanghai Yuankai Group. Mr. Chen served as a Professor of Electrical Engineering at Zhejiang University from 1983 to 1997. In addition, Mr. Chen served as a visiting scholar in the Electrical Engineering Department at Columbia University in New York City from 1981 to 1983 and as a Lecturer in Electrical Engineering at Zhejiang University from 1960 to 1981. Mr. Chen received his bachelor degree from Southeast University in Jiangsu, China in 1960. Mr. Chen's scientific knowledge and expertise qualify him to serve on our Board of Directors.

    Henry Yu was appointed as a director of the ExecutiveCompany on July 1, 2011. Mr. Yu serves as Managing Director and Regional Manager – Global Financial Institutions (Asia) of Fifth Third Bank. Prior to his current position, Mr. Yu served as Senior Vice President of Corporate Development of Fuqi International Inc. From January 2004the East West Bank from July 2011 to November 2006, Mr. FongSeptember 2012, and served as the managing partnerPresident of Iceberg Financial Consultants, a financial advisory firm basedShanghai Bosun Capital Advisors in Shanghai, China that advises Chinese clients in capital raising activities in the United States.from January to June 2011. From December 2001January 2008 to December 2003,2010, Mr. Fong was the Chief Executive OfficerYu served as a senior manager of Holley Communications, a Chinese company that engagedStandard Chartered Bank in CDMA chip and cell phone design.China. From November 1999 to December 2007, Mr. Fong is a U.S. CPA and has held various positionsYu served as Managing Director of Global Trade Solutions of SunTrust Bank in such capacity with accounting firms in the United States and Hong Kong, including Deloitte and Touche, Ernst and Young, and KPMG Peat Marwick.Atlanta, Georgia. Currently, Mr. Fong also currentlyYu serves as Chair of the Advisory Board of the National Association of Chinese-Americans and as an independent directorAdvisor to Nanjing Investment & promotion office. Since 2004, Mr. Yu has served on the Georgia Perimeter College Foundation Board of Trustees. From 2011 to 2014, Mr. Yu has also served as an Advisor to China's Federation of Overseas Chinese. From 2003 to 2007, Mr. Yu held Series 7 and audit committee member of a Hong Kong public company, Universal Technology Inc. (HK:8091). Mr. Fong also serves as a director and audit committee chairman, for each of Diguang International Development Co., Ltd. (OTCBB: DGNG) and Kandi Technology Corp. (NASDAQ-CM: KNDI), both U.S. publicly-traded companies. Mr. Fong graduated62 Certifications from the Hong Kong Baptist College with a diplomaFinancial Industry Regulatory Authority. Mr. Yu received his Bachelor of Arts degree in History in 1982. He also received an MBAEconomics from the University of Nevada at RenoMichigan in 19891978 and a Masters degreehis MBA in AccountingFinance from the University of Illinois at Urbana ChampaignDetroit in 1993.1980. Mr. Fong satisfies the requirementsYu's leadership skills and extensive financial experience qualify him to serve on our Board of the designated “financial expert” as defined by the SEC’s rules implementing Section 407 of the Sarbanes-Oxley Act of 2002.


    Directors.

    Qian Jingsong age 50, was elected to serveappointed as a director of Kandithe Company on January 31, 2011. In addition, since October 2009, Mr. Qian has served as Deputy General Manager of Zhejiang Kandi Vehicles Co. Ltd since October 2009.  FromLtd. Prior to joining the Company, from October 2006 to October 2009, Mr. Qian worked atserved in multiple capacities for Chery Karry Automobile, (now “Chery Karry Automobile”), where he served asincluding Head of the Engineering Construction Group from October 2006 to 2007, Head of the Product Development Team from March 2007 to September 2007, and as(2006-2007), Vice Manager of the Q21 Project in October 2007. Most recently, as(2007), Assistant General Manager at Chery Automobile he supervisedof the Production Management and Integrated Management Departments.  He alsoDepartments (2007-2010). During his tenure at Chery Karry Automobile, Mr. Qian was in charge of quality assurance and participated in strategy, planning and product development work for Chery mini-cars. From August 1999 to September 2006, Mr. Qian served as Deputy General Manager and Executive General Manager of Anhui Huayang Auto Manufacturing Co., LTD, where he oversaw technical improvement, product development, administrative personnel, and external affairs. Mr. Qian received a degree in Professional Ordnance from the Aerospace Staff University in Nanjing, China in 1983.


    35

    Mr. Qian's experience in the automobile and mini-car industries and his expertise in quality assurance, planning and product development qualify him to serve on our Board of Directors.

    Ni Guangzheng age 72,was appointed as a director of the Company in November 2010. Mr. Ni is a permanent member of Chinese Society of Electrical Engineering, and, currently servessince 1998, has served as the Deputy Director of Technical Committee & Director of EV Research Institute of National ERC of Power Electronic Technology. Mr. Ni Guangzheng has solidextensive experience in the areas of electro-technical and electrical engineering area, especially the EV research, heengineering. Mr. Ni has been the headserved as Head of the Department of Electrical Engineering inat Zhejiang University and(1994 to 1998), Deputy Director of the deputy director of Electro-technical Theory Committee of China Electro-technicalElectro-Technical Society (1989 to 1993), Director of the National ERC of Power Electronic Technology (1996 to 1998) and the deputy directorDeputy Director of the Large Electrical Machine Committee of Chinese Society of Electrical Engineering.Engineering (1997 to 1999). Mr. Ni Guangzheng graduated from Xian Jiaotong University with a bachelorreceived his bachelor's degree in electrical machine in 1960 and a mastermaster's degree in Elcetro-technologyelectro-technology theory from Xian Jiaotong University. Mr. Ni's leadership skills and extensive engineering experience, as well as his electrical and technical expertise, qualify him to serve on our Board of Directors.

    46


    Jerry Lewin was appointed as a director of the Company in 1964.


    November 2010. Jerry Lewin age 56, is thecurrently serves as Senior Vice President of Field Operations for Hyatt Hotels Corporation and is responsible for managing 35 hotels throughout North America. Mr. Lewin has been with Hyatt since 1987. In his day-to-day operations,capacity as Senior Vice President, Mr. Lewin overseessupervises a number of areas, including finance, sales and marketing, public relations, customer service, engineering, and human resources. Mr. Lewin serves as a member of the corporation’s managing committeeHyatt Hotels Corporation's Managing Committee and sits on the board of directors of the New York City Hotel Association. Mr. Lewin is a member of the Board of Directors of EFT Biotech Holdings, Inc. since July 2009.  He iscurrently serves as the President of Thethe New York Law Enforcement Foundation and serves as the Chairman of the Board forboard of directors of the NY State Troopers PBA Signal 30 Fund. He is also a past member of the Board of Trustees of Metropolitan College.  Mr. Lewin has served in various management capacities for several hotel companies in San Francisco, Oakland, Los Angeles, San Diego and Las Vegas. Mr. Lewin received his Bachelor of Science degree from Cornell University and completed the Executive Development Program at J.L. Kellogg Graduate School of Management at Northwestern University.

    Mr. Lewin's leadership skills and extensive management experience qualify him to serve on our Board of Directors

    Family Relationships


    None

    No family relationships exist among any of our director nominees or executive officers.

    Audit Committee Financial Expert


    Our audit committeeAudit Committee currently consists of Dexter Fong (Chair)Henry Yu (Chairman), Zheng MingyangJerry Lewin and Jerry Lewin. TheChen Liming, each of whom is independent under NASDAQ listing standards. Our Board hasof Directors determined that each of Mr. FongYu and Mr. Lewin qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. Theby Item 407 of Regulation S-K and NASDAQ Rule 5605(a)(2). In reaching this determination, the Board of Directors made a qualitative assessment of Mr. Fong’sYu's and Mr. Lewin's level of knowledge and experience based on a number of factors, including formal education and business experience.

    Code of Ethics


    Kandi has

    We have adopted a code“code of ethicsethics” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act that applies to all of our directors and employees worldwide, including our principal executive officer, principal financial officer and principal financialaccounting officer. A current copy of theour Code of Ethics is included as an exhibit to theour Form 8-K filed with the SEC on November 5, 2007, and is incorporated by reference herein.2007. A copy of our codeCode of ethicsEthics will be provided to you without charge upon written request to Hu Xiaoming, Chief Executive Officer, Kandi Technologies Corp.Group, Inc., Jinhua City Industrial Zone, Jinhua, Zhejiang Province, People’sPeople's Republic of China, 321016.

    You may also access these filings at our web site under the investor relations link athttp://www.kandivehicle.com/default.aspx

    47


    Section 16(A) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers and persons who beneficially own more than ten percent (10%) of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its common stock and other equity securities. Executive officers, directors, and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to us or written representations that no other reports were required, the Company believes that, during fiscal year 2013, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met, except for: (i) a late Form 4 filing for Mr. Jerry Lewin, a member of our Board and (ii) a late Form 4 filing for Mr. Henry Yu, a member of our Board. Each delinquent filer set forth herein filed a Form 4 promptly upon discovery of the inadvertent error.

    Item 11.Executive Compensation


    Compensation Discussion and Analysis

    11. Executive Compensation Philosophy

    Our

    Summary Compensation Table

    The following table summarizes the compensation program is designedearned during the years ended December 31, 2013 and 2012, by those individuals who served as our Chief Executive Officer or Chief Financial Officer during any part of fiscal year 2013 or any other executive officer with total compensation in excess of $100,000 during fiscal year 2013. The individuals listed in the table below are referred to attract, retainas the “named executive officers.”

                     Non-Equity  Nonqualified       
                     Incentive  Deferred  All    
               Stock  Option  Plan  Compensation  Other    
         Salary  Bonus  Awards  Awards  Compensation  Earnings  Compensation  Total 
    Name and Principal Position Year  ($)  ($)  ($)(3)  ($)(4)  ($)  ($)  ($)  ($) 
    Hu Xiaoming (1) 2013 $ 32,268    1,428,945 $        $ 1,461,213 
    CEO, Presidentand Chairman of the Board 2012 $ 31,646     $ 5,877       $ 37,523 
                                
    Zhu Xiaoying (2) 2013 $ 24,201    857,365 $        $ 881,566 
    CFO 2012 $ 23,735     $ 3,820       $ 27,555 

    (1)

    Mr. Hu was appointed as CEO and President of the Company on June 29, 2007.

    (2)

    Ms. Zhu was appointed as CFO of the Company on June 29, 2007.

    (3)

    The amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of awards made during the respective year. As of the date of this report, the stock awards to Mr. Hu and Ms. Zhu had been granted, but not yet issued.

    (4)

    The amounts in this column reflect the aggregate grant date fair value under FASB ASC Topic 718 of awards made during the respective year

    48


    Salary and motivate highly qualified executivesIncentive Compensation

    In fiscal 2013, the primary components of our executive compensation programs were base salary and drive sustainable growth.  equity compensation.

    Salary

    We use base salary to fairly and competitively compensate our executives, including the named inexecutive officers, for the summaryjobs we ask them to perform. We view base salary as the most stable component of our executive compensation table, which we refer toprogram, as “named executive officers”this amount is not at risk. We believe that the base salaries of our executives should be targeted at or “NEOs,” through a combinationabove the median of base salary and long term equity incentive awards. This compensation program is designed to be competitivesalaries for executives in similar positions with similar responsibilities at comparable companies, and to align executiveconsistent with our compensation with the long-term interests of our stockholders.  Base salary is designed to reward current performance. Incentive compensation is earned on the basis of achieving Company and operating level performance objectives, personal performance objectives, and the executive’s adherence to our core values.


    36

    Compensation Setting Process

    Compensation decisions regarding our NEOs are made by our Compensation Committee based on a collective evaluation of all components of executive pay.  In reviewing the compensation of our NEOs, the Compensation Committee reviews compensation practices within our industry, as well as the NEO’s background and experience within our industry, to determine appropriate market-based compensation levels for base annual salary and long-term incentives.

     Salary and Incentive Compensation

     Salary
    Salary is an important element in attracting highly qualified executives and provides a base level of compensation.philosophy. At the end of the year, each executive’sexecutive's performance is evaluated by our Compensation Committee, which takes into account the individual’sindividual's performance, responsibilities of the position, adherence to our core values, experience, and external market conditions and practices.
    Long-Term

    Incentive Compensation


    We believe it is a customary and competitive practice to include an equity-based element of compensation to the overall compensation package for NEOs.  In addition, weour named executive officers. We believe that a significant portion of the compensation ofpaid to our executives, which is the level of management with the greatest ability to influence our performance,named executive officers should be performance-based and therefore at risk.


    Awards will be made are granted under the Kandi Technologies Group, Inc. Omnibus Long-Term Incentive Plan (“LTIP”(the “Incentive Plan”), which was approved by.

    At our 2008 annual meeting of shareholders, our stockholders in December 2008.approved the adoption of the Incentive Plan. As of December 31, 2010, 2,600,0002013, 3,410,163 options have been granted under the LTIP, amongIncentive Plan to the Company's employees and directors, of which 866,6962,366,672 have been exercised.


    Summaryexercised, and 6,668 have been forfeited.

    On December 30, 2013, the Board of Directors approved a proposal (as submitted by the Compensation Table


    The following table summarizes all compensation received by our current chief executive officer, PresidentCommittee) of an award for selected executives and Chief Financial Officerother key employees comprising a total of 335,000 for each fiscal year beginning with the 2013 fiscal year under the Company's 2008 Omnibus Long-Term Incentive Plan (the “Plan”) to be delivered upon the Company's determination that the Company's “Non-GAAP Net Income” for the fiscal year endedincreased by 10%. “Non-GAAP Net Income” means the Company's net income for a particular year calculated in accordance with GAAP, excluding option-related expenses, stock award expenses, and the effects caused by the change of fair value of financial derivatives. For example, if Non-GAAP Net Income for the 2013 fiscal year increases by 10% compared to the Non-GAAP Net Income for the 2012 fiscal year, the selected executives and other key employees will each be granted his or her target amount of common stock of the Company at the end of March 2014. If Non-GAAP Net Income in 2013 is less than Non-GAAP Net Income in 2012, then no common stock will be granted. If Non-GAAP Net Income in 2013 increases compared to Non-GAAP Net Income in 2012 but the increase is less than 10%, then the target amount of the common stock grant will be proportionately decreased. If Non-GAAP Net Income in 2013 increases compared to Non- GAAP Net Income in 2012 but the increase is more than 10%, then the target amount of the common stock grant will be proportionately increased.

    49


    Outstanding Equity Awards at 2013 Fiscal Year-End

    The following table sets forth information regarding all unexercised, outstanding equity awards held, as of December 31, 2010 and December 31, 2009.

     
    Name and
    principal
    position
      Year  
    Salary
    ($)
      
    Bonus
    ($)
      
    Stock
    Awards
    ($)
      
    Option
    Awards
    ($)
      
    Non-Equity
    Incentive
    Plan
    Compensation
    ($)
      
    Nonqualified
    Deferred
    Compensation
    Earnings
    ($)
      
    All Other
    Compensation
    ($)
     
    Total
    ($)
     
                        
    Hu Xiaoming, CEO and President (1)  2010 29,504      193,954        223,458 
       2009 26,312  - -  355,582 -  - - 381,894 
                            
    Zhu Xiaoying, CFO (2)  2010 22,128      126,070        148,198 
       2009 17,542  - -  231,128 -  - - 248,670 

    2013, by those individuals who served as our named executive officers during any part of fiscal year 2013.

    Option AwardsStock Awards
    Equity
    Incentive
    Plan
    EquityMarketAwards:Equity Incentive
    Incentive PlanValue ofNumber ofPlan Awards:
    Number ofNumber ofAwards:Shares orUnearnedMarket or Payout
    SecuritiesSecuritiesNumber ofNumberUnits ofShares,Value of
    UnderlyingUnderlyingSecuritiesof Shares orStockUnits orUnearned
    UnexercisedUnexercisedUnderlyingOptionUnits ofThatOtherShares, Units or
    OptionsOptionsUnexercisedExerciseOptionStock ThatHave NotRights ThatOther Rights That
    (#)(#)UnearnedPriceExpirationHave NotVestedHave NotHave Not Vested
    NameExercisableUnexercisableOptions (#)($)DateVested (#)($)Vested (#)($)
    Hu Xiaoming(1)(3)$ —
    Zhu Xiaoying(2)(3)$ —
    _____________
    (1)

    Mr. Hu was appointed as CEO and President of the Company on June 29, 2007.


    (2)

    Ms. Zhu was appointed as CFO of the Company on June 29, 20072007.

    (3)

    On December 30, 2013, the Compensation Committee and the Board approved the grant of common stock for 119,577 shares of common stock to Mr. Hu and 71,746 to Ms. Zhu. These shares have not yet been issued by the Company.

    (4)The grant date fair value of each share of common stock awarded is $11.95, calculated in accordance with FASB Topic 718.
    37

    Employment Agreements

    We have employment agreements with our named executive officers; however, the salary for our named executive officers may be changed at the discretion of our Board of Directors. The employment agreements for Mr. Hu and Ms. Zhu each have a ten (10) year term, ending on June 9, 2014.

    Potential Payments Upon Termination or Change of Control

    Under Chinese law, we may only terminate employment agreements without cause and without penalty by providing notice of non-renewal one month prior to the date on which the employment agreement is scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, as defined in the agreement, then we are obligated to pay the employee one month's salary for each year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty pursuant to the employment agreement. If the named executive officer is not terminated for cause, the Company will pay the remaining portion of the executive officer's salary.

    50


    Director Compensation


    On February 11, 2009, (excluding Named Executive Officers)

    The following table sets forth certain information regarding the Compensation Committeecompensation earned by or awarded during the 2013 fiscal year to each of our non-executive directors:

               Non-Equity  Nonqualified       
      Fees Earned  Stock  Option  Incentive Plan  Deferred  All Other    
      or Paid in  Awards  Awards  Compensation  Compensation  Compensation  Total 
    Name Cash ($)(2)  ($)(1)(2)  ($)  ($)  Earnings  ($)  ($) 
    Ni Guangzheng$ 3,872           $ 3,872 
                          
    Qian Jingsong$ 48,401  571,580(3)        $ 619,981 
                          
    Henry Yu$ 24,000  31,700         $ 55,700 
                          
    Jerry Lewin$ 24,000  37,017         $ 61,017 
                          
    Chen Liming$ 3,872           $ 3,872 
    _____________
    (1)

    The amounts in these columns represent the aggregate grant date fair value of stock awards granted to our non-named executive officer directors during fiscal year ended December 31, 2013, in accordance with ASC Topic 718. On December 30, 2013, the Compensation Committee and the Board of Directors approved the grant of common stock to certain executive officers and directors of the Company. The stock has been granted, but not yet issued. The grant date fair value of each share of common stock awarded was $11.95.

    (2)

    In setting director compensation, we consider the significant amount of time that directors spend fulfilling their duties to the Company, as well as the skill level required to serve as a director and manage the affairs of the Company. Certain directors receive a monthly fee as follows: (i) Ni Guangzheng receives a monthly fee of RMB 2,000 (approximately $323); (ii) Jerry Lewin receives a monthly fee of $2,000; (iii) Henry Yu receives a monthly fee of $2,000; and (iv) Chen Liming receives a monthly fee of RMB 2,000 (approximately $323).

    (3)As of the date of this report, the stock award listed above for Mr. Qian Jingsong had been approved and granted, but not yet issued.

    In connection with his appointment to the Board of Directors in July 2011, the Board of Directors authorized the Company approvedto provide Mr. Yu with 5,000 shares of Company's restricted common stock every six months, par value $0.001. Similarly, in July 2011, the grantBoard of Directors authorized the Company to provide Mr. Lewin with 5,000 shares of Company's restricted common stock every six months, par value $0.001. As of December 31, 2013, 20,000 shares of restricted common stock have been issued to Mr. Lewin and Mr. Yu each.

    51


    The aggregate number of stock options and restricted outstanding, as of December 31, 2013, for 2,600,000 shares of common stock to teneach of the Company’s employeesnon-named executive officer directors were as follows:

    Name Options  Restricted stock 
    Qian Jingsong 0  0 
    Henry Yu 0  20,000 
    Chen Liming 0  0 
    Ni Guangzheng 0  0 
    Jerry Lewin 0  20,000 

    Item 12.Security Ownership of Certain Beneficial Owners and directors. The following table lists the number of options each director held as of the date of reporting:

    NameOptions
    Hu Xiaoming533,333
    Zhu Xiaoying346,667
    Qian Jingsong0
    Fong Heung Sang13,333
    Zheng Mingyang13,333
    Ni Guangzheng0
    Jerry Lewin0
    Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    Managementand Related Stockholder Matters

    The following table sets forth information known to us, as of the date of this report, relating to the beneficial ownership of shares of common stock by each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of common stock; each director; each executive officer; and all executive officers and directors as a group. We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them.


    Title of Class  Name of Beneficial Owner  
    Amount and Nature
    of Beneficial
    Ownership
        
    Percent of
    Class
      
    Common Stock Excelvantage Group Limited (1)  12,000,000   43.80%
               
    Common Stock Hu Xiaoming (1)  12,256,670   44.74%
               
    Common Stock Zhu Xiaoying  173,330   0.63%
               
    All officers and directors    12,523,600   45.71%
    (1) On March 29, 2010, Hu Xiaoming, the Company’s Chief Executive Officer, President and Chairman The applicable percentages of the Board, became the sole stockholderownership are based on an aggregate of Excelvantage Group Limited. Through his position as the sole stockholder in Excelvantage Group Limited, Mr. Hu has the power to dispose of or direct the disposition of the one (1) share of common stock he owns in Excelvantage Limited Group. As a result, Mr. Hu may, under the rules of the Securities and Exchange Commission, be deemed to be the beneficial owner of the40,105,321 shares of common stock.
    our Common Stock issued and outstanding on March 11, 2014.

         Amount and Nature    
         of Beneficial  Percent of 
    Title of Class Name of Beneficial Owner  Ownership  Class 
    Common Stock Excelvantage Group Limited(3)  12,000,000(1) 29.92% 
    Common Stock Hu Xiaoming  12,938,077(2) 32.26% 
    Common Stock Zhu Xiaoying  591,746  1.48% 
    Common Stock Qian Jingsong  47,831  * 
    Common Stock Henry Yu  20,000  * 
    Common Stock Jerry Lewin  20,000  * 
    Common Stock Ni Guangzheng  -  - 
    Common Stock Chen Liming  -  - 
    All officers and directors    13,617,654  33.95% 

    * Less than 1%

    (1)

    On March 29, 2010, Hu Xiaoming, our Chief Executive Officer, President and Chairman of the Board of Directors, became the sole stockholder of Excelvantage Group Limited. Through his position as the sole stockholder in Excelvantage Group Limited, Mr. Hu has the power to dispose of or direct the disposition of the shares of common stock in Excelvantage Limited Group. As a result, Mr. Hu may, under the rules of the Securities and Exchange Commission, be deemed to be the beneficial owner of the shares of common stock.

    52



    (2)

    Includes (i) 818,500 shares owned directly by Mr. Hu, (ii) 119,577 shares that will be issued according to the plan award , and (iii) 12,000,000 shares owned by Excelvantage Group Limited. As reflected in footnote 1, Mr. Hu may be deemed to be the beneficial owner of these shares.

    (3)

    Principal offices located at Jinhua City Industrial Zone, Jinhua City, Zhejiang Province, China 321016.

    Item 13.Certain Relationships and Related Transactions, and Director Independence.

    Item 13.Certain Relationships and Related Transactions, and Director Independence.

    Transactions with Related Persons


    In connection with the share exchange transaction, which took place

    The Board of Directors must approve all related party transactions. All material related party transactions will be made or entered into on June 29, 2007, between Stone Mountain Resources, Inc., a Delaware corporation (“Stone Mountain”), Continental Development Ltd, a Hong Kong corporation, and ExcelVantage Group Limited, a British Virgin Islands company, certain of the expenses incurred in the United States in connection with the transaction were paid on behalf of Stone Mountain by Ever Lotts Investment Limited (“ELIL”), an entity set up for this purpose by certain shareholders of Stone Mountain. As ofterms that are no less favorable to us than can be obtained from unaffiliated third parties. During fiscal year ended December 31, 20102013, there were no transactions involving any of our current Directors or executive officers and 2009, ELIL had paid $841,251 and $841,251, respectively, for expenses in connection with the share exchange transaction.


    there were no transactions involving other related persons.

    The following table lists the amount due to related partyparties as of December 31, 20102013 and 2009. There2012.

      2013  2012 
    ELIL$ -  $ 841,251 
    Total due to related party$ -  $ 841,251 

    This amount payable represents certain costs during a share exchange transaction, which were orally agreed to be paid by the former shareholder, Ever Lotts Investment Limited (“ELIL”). The Company's previous auditor determined that the amount should be represented as a payable, because there was no written documentation underlying the oral agreement. However, consistent with our oral agreement, ELIL has never requested payment. The Company recently tried to contact ELIL to put our oral agreement in writing and document the release of the Company's obligation for this payment, but we are unable to reach ELIL. Given the fact that several years have passed since initially recording the payable, combined with the lack of a payment claim by ELIL, we believe that the Company is no transaction with related party occurred withinlonger required to record the fiscal yearamount as a payable because any potential, future claim would be barred by the applicable statute of 2010.

      2010  2009 
    ELIL $841,251  $841,251 
    Total due to related party $841,251  $841,251 
    limitations. Therefore, we wrote off this amount to non-operating income at the end of 2013.

    Director Independence


    Mr. Dexter Fong, Zheng Mingyang,Henry Yu, Chen Liming, Ni Guangzheng and Jerry Lewin are all non-employee directors, all of whom our Board of Directors has determined are independent pursuant to NASDAQ rules. All of the members of our Audit Committee, Nominating/Corporate Governance Committee and Compensation Committee are independent pursuant to NASDAQ rules.


    38

    53


    Item 14. Principal Accounting Fees and Services.

    The following table represents the aggregate fees from our principal accountant, Albert Wong & Co., and Weinberg & Company, P.A.other accounting related service providers for the years ended December 31, 20102013 and 20092012 respectively.


      2010  2009 
    Audit Fees $104,850  $85,000 
    Audit Related Fees 18,000  $- 
    All Other Fees $11,950  $8,000 
    TOTAL FEES $134,800  $93,000 

      2013  2012 
    Audit Fees$ 261,000 $ 160,000 
    Audit Related Fees$ - $ 20,000 
    All Other Fees$ 9,330 $ 7,700 
    TOTAL FEES$ 270,330 $ 187,700 

    Fees for audit services include fees associated with the annual audit and reviews of our quarterly reports, as well asreports. Audit-related fees mainly include the fees associated with the financial instruments and assets evaluation, while all other fees include fees incurred for services performed in conjunctionconnection with our filing of the registration statement on Form S-8. 


    39
    tax returns and overhead costs.

    54


    PART IV


    Item 15.Exhibits, Financial Statement Schedules.


    Exhibit
    Number
     
    NumberDescription
    2.1

    Share Exchange Agreement, dated June 29, 2007, by and among Stone Mountain Resources, Inc., Continental Development Limited and Excelvantage Group Limited. [Incorporated by reference from Exhibit 2.1 to the Company’sCompany's Current Report on Form 8-K filed on July 6, 2007]

     

    3.1

    Certificate of Incorporation. [Incorporated by reference from Exhibit 3.1 to Form SB-2 filed by the Company on April 1, 2005]

     

    3.2

    Certificate of Amendment of Certificate of Incorporation. (filed as Exhibit 4.2 to the Company's Form S-3, dated November 19, 2009; File No. 333-163222)

     By-laws.

    3.3

    Certificate of Amendment of Certificate of Incorporation. (filed as Exhibit 3.1 to the Company's Form 8-K, dated December 21, 2012)

    3.4

    Amended and Restated Bylaws. [Incorporated by reference from Exhibit 3.2 to Form SB-2 filed by the Company on April 1, 2005]

     

    4.1

    Form of WarrantWarrant. [Incorporated by reference from Exhibit 4.1 to the Company’sCompany's Current Report on Form 8-K filed on June 26, 2013]

    4.2

    Form of Warrant. [Incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 21, 2010]

     

    5.1

    Legal Opinion of K&L Gates LLP. [[Incorporated[Incorporated by reference from Exhibit 5.1 to the Company’sCompany's Current Report on Form 8-K filed on December 22, 2010]

     

    10.1

    Agreement on Business Operations between Zhejiang Kandi Vehicles Co., Ltd. and Zhejiang Yongkang Top Import & Export Co., Ltd. [Incorporated by reference from Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K filed on July 6, 2007]

     

    10.2

    Employment Contract, dated June 10, 2004, by and between Zhejiang Kandi Vehicles Co., Ltd. and Mr. Hu Xiaoming. [Incorporated by reference from Exhibit 10.2 to the Company’sCompany's Current Report on Form 8-K filed on July 6, 2007]

     

    10.3

    Employment Contract, dated July 10, 2004, by and between Zhejiang Kandi Vehicles Co., Ltd. and Ms. Zhu Xiaoying. [Incorporated by reference from Exhibit 10.3 to the Company’sCompany's Current Report on Form 8-K filed on July 6, 2007]

     

    10.4

    Kandi Technologies, Corp. 2008 Omnibus Long-Term Incentive Plan [Incorporated by reference from Appendix A to the Company's Definitive Schedule 14A filed on November 24, 2008]

    55



    10.5Securities Purchase Agreement, betweendated January 21, 2010, by and among the Company and certain institutional accredited investors dated January 21, 2010 [Incorporated by reference from Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K filed on January 21,2010]
      
    10.510.6

    Form of Senior Secured Convertible NoteNote. [Incorporated by reference from Exhibit 10.2 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

     

    10.610.7

    Form of WarrantWarrant. [Incorporated by reference from Exhibit 10.3 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

     

    10.710.8

    Form of Registration Rights AgreementAgreement. [Incorporated by reference from Exhibit 10.4 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

     

    10.810.9

    Form of Pledge AgreementAgreement. [Incorporated by reference from Exhibit 10.5 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

     

    10.910.10

    Voting Agreement, dated January 21, 2010, by and between the Company and Excelvantage Group Limited dated January 21, 2010

    Limited. [Incorporated by reference from Exhibit 10.6 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

     

    10.1010.11

    Placement Agreement, dated January 21, 2010, by and between the Company and FT Global Capital, Inc. dated January 21, 2010 [Incorporated by reference from Exhibit 10.7 to the Company’sCompany's Current Report on Form 8-K filed on January 21 2010]

    40

    10.11 

    10.12

    Joint Venture Agreement, dated September 28, 2010, by and among Jinhua Bada Group, Zhejiang Kandi Vehicles Co., Ltd., and Tianneng Power International Co., Ltd. [Incorporated by reference from Exhibit 10.1 to the Company’sCompany's Form 10-Q filed on November 15, 2010]

     

    10.1210.13

    Securities Purchase Agreement, betweendated December 21, 2010, by and among the Company and certain institutional investors, dated December 21, 2010.investors. [Incorporated by reference from Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K filed on December 21, 2010]

     

    10.1310.14

    The Agreement of Establishment Kandi New Energy Vehicles Co., Ltd., dated May 18, 2010, by and between Zhejiang Kandi Vehicles Co., Ltd. and Mr. Hu Xiaoming, and its supplement, dated January 31, 20112011. [Incorporated by reference from Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on March 31, 2011]

     

    10.1410.15

    The Share Escrow and Trust Agreement, dated May 18, 2010, by and between Zhejiang Kandi Vehicles Co., Ltd. and Mr. Hu XiaomingXiaoming. [Incorporated by reference from Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on March 31, 2011]

     

    10.1510.16

    The Contractor Agreement, dated May 18, 2010, by and between Zhejiang Kandi Vehicles Co., Ltd. and Mr. Hu Xiaoming. [Incorporated by reference from Exhibit 10.15 to the Company's Annual Report on Form 10-K filed on March 31, 2011]

    56



    10.17

    Loan Agreement, dated January 31, 2011, by and between Zhejiang Kandi Vehicles Co., Ltd. and Mr. Xiaoming Hu. [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q filed on May 16, 2011]

     

    10.18

    Share Exchange Agreement, dated February 13, 2012, by and among, Kandi Technologies Corp., KO NGA Investment Limited and each of the shareholders of KO NGA Investment Limited. [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q filed on May 15, 2012]

    10.19

    Sales Contract, dated September 29, 2012, by and between, Zhejiang Kandi Vehicles Co., Ltd. and China Aviation Lithium Battery (Hangzhou) Co., Ltd. [ Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 1, 2012]

    10.20

    First Amendment to the Warrant To Purchase Common Stock. [Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 29, 2013]

    10.21

    Joint Venture Agreement of Establishment of Zhejiang Kandi Electric Vehicles Co., Ltd., by and between Zhejiang Kandi Vehicles Co., Ltd. and Shanghai Maple Guorun Automobile Co., Ltd., dated March 22, 2013.*. [Incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 14, 2013]

    10.22

    Form of Securities Purchase Agreement, dated June 26, 2013, by and among the Company and certain institutional accredited investors [Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26,2013]

    10.23

    Placement Agent Agreement [Incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 26,2013]

    10.24

    Form of Amendment to the Warrant To Purchase Common Stock. [Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 12, 2013]

    10.25

    Bond Underwriting Agreement by and between Zhejiang Kandi Vehicles Co., Ltd.and Ever-Bright Securities, dated December 26, 2013.†

    10.26

    Zhejiang Wanxiang Ener1 Power System Co., Ltd. Sales Contract, bewteen Jinhua Kandi New Energy Vehicles Co., Ltd. and Zhejiang Wanxiang Ener1 Power System Co., Ltd., dated October 23, 2013.†

    16.1

    Letter from Gately & Associates, LLC. [Incorporated by reference from Exhibit 16.1 to the Company’sCompany's Current Report on Form 8-K filed on August 14, 2007]

     

    21.123.1List of Subsidiaries of Registrant
    23.1 

    Consent of Albert Wong & Co.

     

    31.1

    Certification of CEO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

     

    31.2

    Certification of CFO pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

     

    57



     * Filed
    101.INSXBRL Instance Document.
    101.SCHXBRL Taxonomy Extension Schema Document.
    101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
    101.LABXBRL Taxonomy Extension Label Linkbase Document.
    101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
    101.DEFXBRL Taxonomy Extension Definition Linkbase Document.

    †  Exhibits filed herewith.


    41

    58


    SIGNATURES

    In accordance with

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2011.

    authorized.

     KANDI TECHNOLOGIES, CORP.GROUP, INC.
       
    July 29, 2011March 17, 2014By:/s/ Hu Xiaoming
      Hu Xiaoming
      President and Chief Executive Officer
    In accordance with

    Pursuant to the requirements of the Securities Exchange Act, of 1934, this Amended Report wasreport has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


    NameTitleDate
    /s/ Hu Xiaoming President, Chief Executive Officer andJuly 29, 2011March 17, 2014
    Hu Xiaoming Chairman of the Board (Principal Executive Officer)
        
    /s/ Zhu Xiaoying Chief Financial Officer and Director
    July 29, 2011
    March 17, 2014
     / Zhu Xiaoying (Principal Financial Officer and Principal Accounting Officer)
        
    /s/ Zheng MingyangChen Liming Director
    July 29, 2011
    March 17, 2014
     Zheng Mingyang
        
    /s/ Ni Guangzheng Director
    July 29, 2011
    March 17, 2014
     Ni Guangzheng
        
    /s/ Jerry Lewin Director
    July 29, 2011
    March 17, 2014
     Jerry Lewin
        
    /s/ Henry Yu Director
    July 29, 2011
    March 17, 2014
      Henry Yu
        
    /s/ Qian Jingsong Director
    July 29, 2011
    Qian JingsongMarch 17, 2014
    42

    59