-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsXWgxQRhdeO1ws/8pN0apbXmXwGbEXrnglz1Vvj0X9R6vdgDIQDEeOfxW7t9sCw TW+r7zo/1NNerxcqltu0MQ== 0000919574-07-003360.txt : 20070705 0000919574-07-003360.hdr.sgml : 20070704 20070705163904 ACCESSION NUMBER: 0000919574-07-003360 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chardan South China Acquisition Corp CENTRAL INDEX KEY: 0001324298 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202479786 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80921 FILM NUMBER: 07965057 BUSINESS ADDRESS: STREET 1: 625 BROADWAY STREET 2: SUITE 1111 CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 858-847-9000 MAIL ADDRESS: STREET 1: 625 BROADWAY STREET 2: SUITE 1111 CITY: SAN DIEGO STATE: CA ZIP: 92101 FORMER COMPANY: FORMER CONFORMED NAME: Chardan China Acquisition Corp III DATE OF NAME CHANGE: 20050419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG JEFF CENTRAL INDEX KEY: 0001088219 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12230 EL CAMINO REAL CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8582593440 MAIL ADDRESS: STREET 1: C/O JLF ASSET MANAGEMENT, LLC STREET 2: 2775 VIA DE LA VALLE, SUITE 204 CITY: DEL MAR STATE: CA ZIP: 92014 SC 13D/A 1 d789499_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) (1) Chardan South China Acquisition Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 15956C105 - -------------------------------------------------------------------------------- (CUSIP Number) Jeffrey L. Feinberg c/o JLF Asset Management, L.L.C. 2775 Via de la Valle, Suite 204 Del Mar, CA 92014 (858) 259-3400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 15956C105 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey L. Feinberg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,435,634 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,435,634 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,435,634 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.51% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 15956C105 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,435,634 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,435,634 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,435,634 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.51% 14. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 15956C105 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Partners I, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 629,236 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 629,236 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,236 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.99% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 15956C105 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLF Offshore Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 762,607 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 762,607 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 762,607 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.89% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 15956C105 --------------------- Item 1. Security and Issuer. The name of the issuer is Chardan South China Acquisition Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 625 Broadway, Suite 1111, San Diego, California 92101, United States of America. This Amendment No. 1 to Schedule 13D (the "Amendment") relates to the Issuer's Common Stock, par value $0.0001 per share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This Amendment is being filed to report that the exercise price of the Issuer's warrants discussed in the Schedule 13D filed by the Reporting Persons on July 3, 2007 is $5.00, as opposed to $4.50 as was reported in the Schedule 13D filed on July 3, 2007. Both Jeffrey L. Feinberg, a United States citizen, and JLF Asset Management, L.L.C., a Delaware limited liability company ("JLFAM"), beneficially own 20.51% of the Shares. Of this beneficial ownership, JLF Partners I, L.P., a Delaware limited partnership ("JLF1"), beneficially owns 8.99% and JLF Offshore Fund, Ltd., a Cayman Islands company ("JLFOS", and together with Jeffrey L. Feinberg, JLFAM and JLF1, the "Reporting Persons"), beneficially owns 10.89%. (b) The principal business address for JLFAM is 2775 Via de la Valle, Suite 204, Del Mar, CA 92014, United States of America. The principal business address for Jeffrey L. Feinberg and JLF1 is c/o JLF Asset Management, L.L.C., 2775 Via de la Valle, Suite 204, Del Mar, CA 92014, United States of America. The principal business address for JLFOS is c/o Goldman Sachs (Cayman) Trust Limited, P.O. Box 896, Harbour Centre, 2nd Floor, North Church Street, Grand Cayman, Cayman Islands, British West Indies. (c) Mr. Feinberg is the managing member of JLFAM, an investment management firm that serves as the investment adviser to JLF1, JLF Partners II, L.P., a Delaware limited partnership ("JLF2"), and JLFOS (collectively, the "Funds"). (d) Jeffrey L. Feinberg has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Mr. Feinberg and JLFAM each may be deemed to beneficially own 1,435,634 Shares, consisting of 629,236 Shares held by JLF1, 43,791 Shares held by JLF2, and 762,607 Shares held by JLFOS. The Reporting Persons acquired 689,350 of these Shares when they purchased the Issuer's units (the "Units"). Each Unit consists of one Share and two warrants. Each warrant entitles the holder to purchase one Share at a price of $5.00. There have been no other changes to the information previously reported in Item 3 of the Schedule 13D previously filed by the Reporting Persons. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. There has been no change to the information previously reported in Item 4 of the Schedule 13D previously filed by the Reporting Persons. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. There has been no change to the information previously reported in Item 5 of the Schedule 13D previously filed by the Reporting Persons. The exercise price of the warrants reported in Exhibit B to the Schedule 13D filed by the Reporting Persons on July 3, 2007 is $5.00. Since the filing of the Schedule 13D on July 3, 2007, there have been no additional transactions. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There has been no change to the information previously reported in Item 6 of the Schedule 13D previously filed by the Reporting Persons. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement. - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 5, 2007 - ----------------------- (Date) /s/ Jeffrey L. Feinberg ----------------------- Jeffrey L. Feinberg JLF Asset Management, L.L.C. By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Partners I, L.P. By: JLF Asset Management, L.L.C., its management company By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Offshore Fund, Ltd. By: JLF Asset Management, L.L.C., its investment manager By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member * The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13D dated July 5, 2007 relating to the Common Shares, par value $0.0001 per share, of Chardan South China Acquisition Corporation shall be filed on behalf of the undersigned. /s/ Jeffrey L. Feinberg ----------------------- Jeffrey L. Feinberg JLF Asset Management, L.L.C. By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Partners I, L.P. By: JLF Asset Management, L.L.C., its management company By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member JLF Offshore Fund, Ltd. By: JLF Asset Management, L.L.C., its investment manager By: /s/ Jeffrey L. Feinberg ----------------------- Name: Jeffrey L. Feinberg Title: Managing Member July 5, 2007 SK 02717 0006 789499 -----END PRIVACY-ENHANCED MESSAGE-----