-----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, SBhspmjrdgEDfq55OMbFnsDeHEzwDlLbr7FJvwSLH+xf4Lo5dPej3yFRKtlFcwQY f5PAynMTgHjpHy50qqL29A== 0000902664-11-000588.txt : 20110215 0000902664-11-000588.hdr.sgml : 20110215 20110214182602 ACCESSION NUMBER: 0000902664-11-000588 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA YIDA HOLDING, CO. CENTRAL INDEX KEY: 0001091325 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 500027826 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80095 FILM NUMBER: 11609020 BUSINESS ADDRESS: STREET 1: 28/F, YIFA BUILDING STREET 2: NO.111 WUSI ROAD CITY: FUZHOU, FUJIAN PROVINCE STATE: F4 ZIP: 0 BUSINESS PHONE: 86 591 28308388 MAIL ADDRESS: STREET 1: 28/F, YIFA BUILDING STREET 2: NO.111 WUSI ROAD CITY: FUZHOU, FUJIAN PROVINCE STATE: F4 ZIP: 0 FORMER COMPANY: FORMER CONFORMED NAME: INTELISYS AVIATION SYSTEMS OF AMERICA INC DATE OF NAME CHANGE: 20030828 FORMER COMPANY: FORMER CONFORMED NAME: APTA HOLDINGS INC DATE OF NAME CHANGE: 19990720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 IRS NUMBER: 0 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 p11-0286sc13ga.htm CHINA YIDA HOLDING, CO. p11-0286sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
 
China Yida Holding, Co.
(NAME OF ISSUER)
 
Common Shares, par value $0.0001 per share
(TITLE OF CLASS OF SECURITIES)
 
16945D204
(CUSIP Number)
 
December 31, 2010
(Date of Event which requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 15 Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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 (however, see the Notes).
 
 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 2 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
458,600
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
       458,600
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        458,600
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.35%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 3 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Institutional Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
368,100
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
368,100
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,100
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.88%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No.  16945D204
 
13G/A
Page 4 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
42,325
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
42,325
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,325
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.22%
12
TYPE OF REPORTING PERSON**
CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 5 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Advisory Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
881,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
881,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
881,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.51%
12
TYPE OF REPORTING PERSON**
PN; IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 6 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
826,700
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
826,700
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
826,700
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.23%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 7 of 15 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip J. Hempleman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,095,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,095,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,095,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.60%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 8 of 15 Pages



ITEM 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is China Yida Holding, Co. (the "Company").

ITEM 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
28/F Yifa Building
No. 111 Wusi Road
Fuzhou, Fujian, P. R. China

ITEM 2 (a).
NAME OF PERSON FILING:

This statement is filed by:
 
 
(i)
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.0001 per share ("Common Stock") directly owned by it;
 
(ii)
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
 
(iii)
Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
 
(iv)
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and as Investment Adviser of AP II, Ardsley Institutional and a certain managed account, with respect to the shares of Common Stock directly owned by Ardsley Offshore, AP II, Ardsley Institutional and the managed account;
 
(v)
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II and Ardsley Institutional; and
 
(vi)
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Offshore and the certain managed account and with respect to the shares of Common Stock owned by certain accounts managed by him directly.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902
 
The address of the registered office of Ardsley Offshore is Romasco Place, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.
 

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 9 of 15 Pages



ITEM 2(c)
CITIZENSHIP:

AP II and Ardsley Institutional are Delaware limited partnerships.  Ardsley Offshore is a British Virgin Islands corporation.  Ardsley and Ardsley Partners are New York general partnerships.  Mr. Hempleman is a United States Citizen.
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.0001 per share.

ITEM 2(e).
CUSIP NUMBER:
   
 
16945D204

ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
 
(f)
¨
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
 
(g)
¨
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
 
(h)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box:  x

 
 
 
CUSIP No.  16945D204
 
13G/A
Page 10 of 15 Pages

 
ITEM 4.
OWNERSHIP.

A.
Ardsley Partners Fund II, L.P.
   
(a)
Amount beneficially owned:  458,600
   
(b)
Percent of class: 2.35%.  (The percentages used herein and in the rest of Item 4 are calculated based upon the 19,551,785 shares of Common Stock issued and outstanding as of November 12, 2010, as reported in the Company's Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2010.)
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  458,600
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition of:  458,600

B.
Ardsley Partners Institutional Fund, L.P.
   
(a)
Amount beneficially owned:  368,100
   
(b)
Percent of class:  1.88%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  368,100
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  368,100

C.
Ardsley Offshore Fund, Ltd.
   
(a)
Amount beneficially owned:  42,325
   
(b)
Percent of class:  0.22%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  42,325
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  42,325

D.
Ardsley Advisory Partners
   
(a)
Amount beneficially owned:  881,000
   
(b)
Percent of class:  4.51%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  881,000
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  881,000
 
E.
Ardsley Partners I
   
(a)
Amount beneficially owned:  826,700
   
(b)
Percent of class:  4.23%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  826,700
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  826,700

 
 
 
 
CUSIP No.  16945D204
 
13G/A
Page 11 of 15 Pages


F.
Philip J. Hempleman
   
(a)
Amount beneficially owned:  1,095,000
   
(b)
Percent of class:  5.60%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:  1,095,000
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:  1,095,000
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
Ardsley, the Investment Manager of Ardsley Offshore and the Investment Adviser of a certain managed account, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore and the managed account, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
 
Ardsley, the Investment Adviser of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
 
Ardsley Partners, the General Partner of AP II and Ardsley Institutional, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II and Ardsley Institutional and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
 
Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, AP II, Ardsley Institutional, the certain managed account and with respect to the shares of Common Stock owned by certain managed accounts managed by him directly.  Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G/A.
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

ITEM 10.
CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect


 
 
 
CUSIP No.  16945D204
 
13G/A
Page 12 of 15 Pages



SIGNATURES
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 14, 2011

 
ARDSLEY PARTNERS FUND II, L.P.
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
ARDSLEY OFFSHORE FUND, LTD.
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director


 
 
 
CUSIP No.  16945D204
 
13G/A
Page 13 of 15 Pages



 
ARDSLEY ADVISORY PARTNERS
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
   
   
 
ARDSLEY PARTNERS I
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
 
BY:
/s/ Steve Napoli*
   
Steve Napoli
   
As attorney in fact for
   
Philip J. Hempleman

*           Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.


 
 
 
CUSIP No.  16945D204
 
13G/A
Page 14 of 15 Pages



EXHIBIT 1
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
DATED:  February 14, 2011

 
ARDSLEY PARTNERS FUND II, L.P.
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
 
BY:
ARDSLEY PARTNERS I,
   
GENERAL PARTNER
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
ARDSLEY OFFSHORE FUND, LTD.
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Director


 
 
 
CUSIP No.  16945D204
13G/A
Page 15 of 15 Pages



 
ARDSLEY ADVISORY PARTNERS
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
   
   
 
ARDSLEY PARTNERS I
   
 
BY:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
 
BY:
/s/ Steve Napoli*
   
Steve Napoli
   
As attorney in fact for
   
Philip J. Hempleman

*           Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.


 -----END PRIVACY-ENHANCED MESSAGE-----