-----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, RTAvYdjvO534OLcia4H4PK+33A4CwguLTqdUAFAbWBOvELRF9aXXGT7EP+0oWtzQ lJS3U08W266grryyaooEuA== 0000919574-07-003327.txt : 20070703 0000919574-07-003327.hdr.sgml : 20070703 20070703094527 ACCESSION NUMBER: 0000919574-07-003327 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070703 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-80921 FILM NUMBER: 07957699 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 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 1 d788881_13d.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) 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 [x]. 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 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 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 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 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 Schedule 13D relates to the Issuer's Common Stock, par value $0.0001 per share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a) This Schedule 13D is being filed to report that 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 $4.50. As of the date hereof, JLF1 may be deemed to beneficially own 629,236 Shares. As of the date hereof, JLF2 may be deemed to beneficially own 43,791 Shares. As of the date hereof, JLFOS may be deemed to beneficially own 762,607 Shares. The funds for the purchase of the Shares came from the working capital of the Funds managed by JLFAM, over which Mr. Feinberg, through his role at JLFAM, exercises investment discretion. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The total cost for the Shares and the Units beneficially owned by the Reporting Persons is $11,205,048.87. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. With respect to the Issuer's special shareholder meeting on July 20, 2007, the Reporting Persons intend to vote in favor of both: (i) amending the Issuer's certificate of incorporation in order to eliminate the provision that purports to prohibit amending the certificate's "business combination" provisions and (ii) extending the date before which the Issuer must complete a business combination, to avoid being required to liquidate, from August 20, 2007 to February 10, 2008. Furthermore, the Reporting Persons intend to vote in favor of the proposed acquisition of the common stock of Head Dragon, the owner of Liaoning GaoKe Energy Group. The Reporting Persons have no plans or proposals which would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes or transactions in the number of shares they may be deemed to beneficially own. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, (i) each of Mr. Feinberg and JLFAM may be deemed to be the beneficial owner of 1,435,634 Shares or 20.51% of the Shares of the Issuer and (ii) JLF1 may be deemed to be the beneficial owner of 629,236 Shares or 8.99% of the Issuer and (iii) JLFOS may be deemed to be the beneficial owner of 762,607 Shares or 10.89% of the Issuer, based upon the 7,000,000 Shares outstanding as of November 1, 2006, according to the 10-QSB filed by the Issuer on May 21, 2007. Each of Mr. Feinberg and JLFAM has the shared power to vote or direct the vote of 1,435,634 Shares to which this filing relates, while JLF1 has the shared power to vote or direct the vote of 629,236 Shares to which this filing relates and JLFOS has the shared power to vote or direct the vote of 762,607 Shares to which this filing relates. No Reporting Person has the sole power to vote or direct the vote of any of the Shares to which this filing relates. Transactions effected within the 60 days prior to June 8, 2007 and since June 8, 2007 are listed in Exhibit B to this Schedule 13D and were effected in open market transactions. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding, or relationship with any person with respect to the Shares. The Reporting Persons own 1,672,200 warrants. Each warrant is exercisable on the completion of a business combination. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement. Exhibit B - Transactions within the 60 days prior to June 8, 2007 and since June 8, 2007. 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 2, 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 Schedule 13D dated July 2, 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 2, 2007 EXHIBIT B --------- TRANSACTIONS WITHIN THE 60 DAYS PRIOR TO JUNE 8, 2007 AND SINCE JUNE 8, 2007 JLF Partners I, L.P. -------------------- Number of Shares Date Purchased/(Sold) Price ---- ---------------- ----- 5/15/2007 4,315 $6.89 5/16/2007 11,399 $6.90 5/16/2007 4,965 $7.15 5/17/2007 18,053 $7.20 5/18/2007 7,127 $7.55 5/18/2007 4,319 $7.55 5/21/2007 10,798 $7.60 5/21/2007 7,429 $7.57 5/21/2007 6,047 $7.57 5/22/2007 7,764 $7.93 5/22/2007 17,255 $7.90 5/22/2007 27,263 $7.90 5/23/2007 6,471 $8.00 5/23/2007 3,235 $8.04 5/23/2007 13,805 $7.98 5/24/2007 39,902 $7.87 5/24/2007 2,113 $7.85 5/25/2007 1,078 $8.20 6/8/2007 10,794 $8.56 6/13/2007 11,571 (1) 6/13/2007 1,079 (2) JLF Partners II, L.P. --------------------- Number of Shares Date Purchased/(Sold) Price ---- ---------------- ----- 5/15/2007 317 $6.89 5/16/2007 838 $6.90 5/16/2007 365 $7.15 5/17/2007 1,327 $7.20 5/18/2007 524 $7.55 5/18/2007 317 $7.55 5/21/2007 794 $7.60 5/21/2007 546 $7.57 5/21/2007 444 $7.57 5/22/2007 570 $7.93 5/22/2007 1,268 $7.90 5/22/2007 2,004 $7.90 5/23/2007 475 $8.00 5/23/2007 237 $8.04 5/23/2007 1,014 $7.98 5/24/2007 2,933 $7.87 5/24/2007 155 $7.85 5/25/2007 79 $8.20 6/8/2007 786 $8.56 6/13/2007 842 (1) 6/13/2007 78 (2) JLF Offshore Fund, Ltd. Number of Shares Date Purchased/(Sold) Price ---- ---------------- ----- 5/15/2007 5,368 $6.89 5/16/2007 14,163 $6.90 5/16/2007 6,170 $7.15 5/17/2007 22,420 $7.20 5/18/2007 8,849 $7.55 5/18/2007 5,364 $7.55 5/21/2007 13,408 $7.60 5/21/2007 9,225 $7.57 5/21/2007 7,509 $7.57 5/22/2007 9,666 $7.93 5/22/2007 21,477 $7.90 5/22/2007 33,933 $7.90 5/23/2007 8,054 $8.00 5/23/2007 4,028 $8.04 5/23/2007 17,181 $7.98 5/24/2007 49,665 $7.87 5/24/2007 2,632 $7.85 5/25/2007 1,343 $8.20 6/8/2007 13,420 $8.56 6/13/2007 14,387 (1) 6/13/2007 1,343 (2) - ---------- (1) The Reporting Persons acquired these Shares when they purchased the Issuer's Units at a price of $15.23 per Unit. Each Unit consists of one Share and two warrants. Each warrant entitles the holder to purchase one Share at a price of $4.50. Each warrant is exercisable on the completion of a business combination. (2) The Reporting Persons acquired these Shares when they purchased the Issuer's Units at a price of $15.00 per Unit. Each Unit consists of one Share and two warrants. Each warrant entitles the holder to purchase one Share at a price of $4.50. Each warrant is exercisable on the completion of a business combination. SK 02717 0006 788881 -----END PRIVACY-ENHANCED MESSAGE-----