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* Victory Park Master Fund, Ltd. (Last) (First) (Middle) C/O WALKERS SPV LIMITED, WALKER HOUSE 87 MARY STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 KY1 9002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/18/2009	3. Issuer Name and Ticker or Trading Symbol China Holdings Acquisition Corp. [ HOL ]
		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, par value $0.001	3,852,237	I(1)	See remarks(1)

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

1. Name and Address of Reporting Person* Victory Park Master Fund, Ltd. (Last) (First) (Middle) C/O WALKERS SPV LIMITED, WALKER HOUSE 87 MARY STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 KY1 9002 (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* Jacob Capital, L.L.C. (Last) (First) (Middle) 227 W. MONROE STREET, SUITE 3900 (Street) CHICAGO IL 60606 (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* Victory Park Capital Advisors, LLC (Last) (First) (Middle) 227 W. MONROE STREET, SUITE 3900 (Street) CHICAGO IL 60606 (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* Levy Richard N (Last) (First) (Middle) 227 W. MONROE STREET, SUITE 3900 (Street) CHICAGO IL 60606 (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. 400,000 of the reported securities are owned directly by Victory Park Special Situations Master Fund, Ltd. ("Special Situations Fund") and 3,452,237 of such securities are owned directly by Victory Park Credit Opportunities Master Fund, Ltd. ("Credit Opportunities Fund", and together with Special Situations Fund, the "Funds") and indirectly by (i) Victory Park Capital Advisors, LLC as the investment manager for the Funds, (ii) Jacob Capital, L.L.C., as the manager of Victory Park Capital Advisors, LLC and (iii) Richard Levy, as the sole member of Jacob Capital, L.L.C. Victory Park Capital Advisors, LLC, Jacob Capital, L.L.C. and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. The Funds have entered into an agreement with the Issuer to sell such reported securities to the Issuer upon the completion of the Issuer's business combination.

Remarks:

This report is filed jointly by Victory Park Credit Opportunities Master Fund, Ltd., Jacob Capital, L.L.C., Victory Park Capital Advisors, LLC and Richard Levy. By Victory Park Special Situations Master Fund, Ltd. and Victory Park Credit Opportunities Master Fund, Ltd.

	/s/ Richard Levy, By: Victory Park Credit Opportunities Master Fund, Ltd., By: Richard Levy, Its: Attorney-in-fact	11/24/2009
	/s/ Richard Levy, By: Jacob Capital, L.L.C ., By: Richard Levy, Its: Sole Member	11/24/2009
	/s/ Richard Levy, By: Victory Park Capital Advisors, LLC, By: Jacob Capital, L.L.C., Its: Manager, By: Richard Levy, Sole Member	11/24/2009
	/s/ Richard Levy, By: Richard Levy	11/24/2009
	** Signature of Reporting Person	Date
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