SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* JLF OFFSHORE FUND LTD (Last) (First) (Middle) PO BOX 896, HARBOUR CENTRE 2ND FL, NORTH CHURCH ST (Street) GRAND CAYMAN, BRITISH W INDIES E9 00000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2008	3. Issuer Name and Ticker or Trading Symbol A-Power Energy Generation Systems, Ltd. [ APWR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	1,493,699	D(2)
Common Stock	1,493,699	I	Footnote(3)
Common Stock	1,407,927	I	Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)(5)	(6)	08/01/2009	Common Stock	941,559	$5	D(2)
Common Stock Warrants (right to buy)	(6)	08/01/2009	Common Stock	941,559	$5	I	Footnote(3)
Common Stock Warrants (right to buy)	(6)	08/01/2009	Common Stock	830,641	$5	I	Footnote(4)

1. Name and Address of Reporting Person* JLF OFFSHORE FUND LTD (Last) (First) (Middle) PO BOX 896, HARBOUR CENTRE 2ND FL, NORTH CHURCH ST (Street) GRAND CAYMAN, BRITISH W INDIES E9 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FEINBERG JEFF (Last) (First) (Middle) C/O JLF ASSET MANAGEMENT, LLC 2775 VIA DE LA VALLE, SUITE 204 (Street) DEL MAR CA 92014 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a merger with Chardan South China Acquisition Corporation ("Chardan"), A-Power Energy Generation Systems, Ltd. (the "Issuer") issued one of its shares of Common Stock (each a "Share") in exchange for each outstanding share of Common Stock of Chardan. The Shares have the same terms as the Chardan Common Stock for which they were exchanged. The merger is described in the Form 8-K filed by the Issuer on January 25, 2008. As a result of the merger, the 2,901,626 shares of Chardan Common Stock beneficially owned by Jeffrey Feinberg were effectively converted into 2,901,626 shares. This includes the conversion of both the 1,493,699 shares of Chardan Common Stock held in the account of JLF Offshore Fund, Ltd. (the "Fund") and the 1,407,927 shares of Chardan Common Stock held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities.

2. These securities are held in the account of the Fund.

3. These securities are held in the account of the Fund. Jeffrey Feinberg has investment discretion over these securities by virtue of his position in the investment manager of the Fund.

4. These securities are held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities.

5. Pursuant to the merger, the Issuer issued one Common Stock Warrant (each a "Warrant") in exchange for each outstanding Common Stock Warrant of Chardan. The Warrants have the same terms as the Chardan Common Stock Warrants for which they were exchanged. As a result of the merger, the 1,772,200 Chardan Common Stock Warrants beneficially owned by the Reporting Person were effectively converted into 1,772,200 Warrants. This includes the conversion of both the 941,559 Chardan Common Stock Warrants held in the account of the Fund and the 830,641 Chardan Common Stock Warrants held in the accounts of private investment vehicles over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entities.

6. Each Warrant is immediately exercisable.

Remarks:

+ This Reporting Person hereby disclaims beneficial ownership over the securities reported on this Form 3 except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that this Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	JLF Offshore Fund, Ltd., By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its investment manager	01/30/2008
	/s/ Jeffrey L. Feinberg(+)	01/30/2008
	** Signature of Reporting Person	Date
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