SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

HLS SYSTEMS INTERNATIONAL, LTD.

(Name of Issuer)

Ordinary Shares, $0.001 par value

(Title of Class of Securities)

G4604M 10 6

(CUSIP Number)

Advance Pacific Holdings, Ltd.

Ka Wa Cheng

Room 3713, The Centre

99 Queen’s Road Central

Hong Kong

(852) 25239211

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 19, 2008

(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 §§240.13d-1(e), (f) or (g), check the following box. o

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. G4604M 10 6 Page 2 of 5

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Advance Pacific Holdings Limited N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS (a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) SC, WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. G4604M 10 6 Page 3 of 5

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Ka Wa Cheng (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS (a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) SC, PF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Ka Wa Cheng may be deemed to be the beneficial owners of the shares of the Issuer’s Common Stock beneficially owned by the other Reporting Person. Ka Wa Cheng expressly disclaims membership in a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act.

CUSIP No. G4604M 10 6 Page 4 of 5

This Amendment No. 1 amends the Schedule 13D dated October 17, 2007 filed by Advanced Pacific Holdings, Limited ("APH") and Ka Wa Cheng ("Cheng") with respect to the Ordinary Shares, $0.001 par value of HLS Systems International Ltd., a British Virgin Islands corporation (the "Issuer"). Except as set forth below, all previous Items in the Schedule 13D remain unchanged. Capitalized terms used herein but not defined herein have the meanings given to them in the Schedule 13D, filed with the Securities and Exchange Commission.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

As discussed more fully in Item 6 below, APH has transferred all of the shares of the Issuer it held (and all rights to the Earnout Shares under the Stock Purchase Agreement) to the former shareholders of Gifted Time Holdings ("GTH") in return for cancellation of the $200 million promissory note issued by APH for its acquisition of the shares of GTH.

Item 5. Interest in Securities of Issuer.

Item 5 is hereby supplemented as follows:

c)As discussed in Items 4 and 6, the reporting persons have disposed of all of their interests in the Issuer.

e)The reporting persons ceased to be the beneficial owners of 5% or more of the ordinary shares of the Issuer on March 19, 2008.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

On March 19, 2008, APH and Wang Changli, individually and on behalf of the parties which had previously been shareholders of GTH entered into a Dismissal Agreement. The Dismissal Agreement resulted in:

1) The dismissal and termination of the agreement by which APH acquired the GTH shares from the shareholders,

2) The assignment to the former shareholders of GTH of the shares of the Issuer held by APH and the rights to additional shares (the "Earnout Shares") issuable under the Stock Purchase Agreement between APH and Chardan North China Acquisition Corporation in the event specified after-tax operating profit goals are met, and

3) The termination and cancellation of the $200 million note issued by APH in connection with its acquisition of the GTH shares.

As a result, the 22,200,000 shares of HLS held by APH have been transferred to a series of companies beneficially owned by the former shareholders of GTH.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby supplemented as follows:

Exhibit 4 Dismissal Agreement.

CUSIP No. G4604M 10 6 Page 5 of 5

SIGNATURES

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.

Date: April 25, 2008

Advance Pacific Holdings, Limited

By:/s/ Ka Wa Cheng

Ka Wa Cheng, President

Ka Wa Cheng

/s/ Ka Wa Cheng

EX-4

Exhibit 4

Dismissal Agreement

This Dismissal Agreement is entered into between Wang Changli, individually and as representative of the GTH Shareholders (as defined below), and Advance Pacific Holdings Limited, a British Virgin Islands company (“APH”), with respect to the following facts:

A. Wang Changli, represents the following seven companies, which had been shareholders of record of Gifted Time Holdings, Limited, a British Virgin Islands company (“GTH”):

1. Acclaimed Insight Investments Limited, a British Virgin Islands company, (holding 11,033 common shares of GTH), the sole director and shareholder of which is Xu Shengheng;

2. Pioneer Sum Investments Limited, a British Virgin Islands Company, (holding 2,758 common shares of GTH), the sole director and shareholder of which is Mei Qinglin;

3. Plus View Investments Limited, a British Virgin Islands Company, (holding 4,542 common shares of GTH), the sole director and shareholder of which is Wang Changli;

4. Ace Lead Profits Limited, a British Virgin Islands Company, (holding 6,541 common shares of GTH), the sole director and shareholder of which is Wang Changli;

5. Sure Grow Profits Limited, a British Virgin Islands Company, (holding 7,966 common shares of GTH), the sole director and shareholder of which is Wang Changli;

6. Faith Best Profits Limited, a British Virgin Islands Company, (holding 7,966 common shares of GTH), the sole director and shareholder of which is Qiao Li;

7. Allied Earn Investments Limited, a British Virgin Islands Company, (holding 9,194 common shares of GTH), the sole director and shareholder of which is Song Xuesong;

B. APH, the sole director and shareholder of which is Ka Wa Cheng, purchased the shares of GTH from the GTH Shareholders for $230 million (consisting of two promissory notes, of which a note for $200 million (the “Note”) remains outstanding).

C. APH sold the shares of GTH to HLS Systems International, Ltd. (a successor to Chardan North China Acquisition Corporation) and received 22.2 million shares of HLS and a right to additional shares (the “Earn-Out Shares”) if specified after-tax operating profit goals were met.

1

D. Although GTH’s ultimate goal was acquiring ownership of 100% of the stock of Hangzhou HollySys Automation Co., Ltd. (“HZHLS”) and 74.11% of the stock of Beijing HollySys Co., Ltd. (“BJHLS”) (and the GTH Shareholders had intended to handle this issue by the form of trust), GTH cannot acquire the 74.11% direct ownership of BJHLS in the originally intended fashion.

E. The GTH Shareholders have entered into an alternative series of transactions, and the GTH Shareholders and APH now desire to dismiss and terminate the agreement by which APH acquired the GTH shares.

On the basis of these facts, the parties agree that:

1. The agreement by which APH acquired the GTH shares, together with all clarifications and amendments is dismissed and terminated.

2. The termination and dismissal has the following effects:

a. APH will no longer be obligated to pay the Note, and will not assume the obligations brought about during the whole process.

b. The rights and obligations of the GTH Shareholders will revert back to the conditions before the agreement with APH was signed. However, this does not mean that the shareholder’s right held by APH after the replacement agreement of December 2006 will be gone. The shareholder’s right after the replacement agreement will be assumed by GTH, especially the right and obligations on the purchase agreement of December 20^th 2006 which is signed with Chardan.

c. GTH is the indirect owner of 74.11% of the stock of BJHLS and all the stock of HZHLS.

d. The GTH Shareholders will accept the remaining consideration paid by HLS to APH, which is 22.2 million shares of HLS and the right to the Earn-Out Shares (which shall be allocated in the proportion of amounts set forth on page 1).

2

This agreement will be effective immediately after signed. Both parties have the duties to implement the whole agreement kindly and willingly, and have the obligations to restate, prosecute, implement, and clarity the contemplated obligations and transactions that result from the process of implementing this agreement.

The two parties signed this agreement in Hong Kong.

By: /s/ Ka Wa Cheng	By: /s/ Wang Changli
Name: Ka Wa Cheng	Name: Wang Changli
Its: Chief Executive Officer	Its: Representative of Shareholders

3