Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
FOR
THE MONTH OF APRIL 2008
COMMISSION
FILE NUMBER: 001-33602
HLS
SYSTEMS INTERNATIONAL, LTD.
(Translation
of registrant's name into English)
10
Jiancaicheng Middle Road
Xisanqi,
Haidian District
Beijing,
People's Republic of China
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):__
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):__
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No
x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.
HLS
Systems International, Ltd. has been informed that on March 19, 2008, Advance
Pacific Holdings Limited ("APH") and Wang Changli, individually and on behalf
of
the parties which had previously been shareholders of Gifted Time Holdings,
Limited ("GTH"), (which is now a wholly owned subsidiary of HLS), 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 HLS
stock
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 following persons:
Name
|
Number
of Shares
|
Percentage
Ownership of HLS1
|
Xu
Shengheng
|
4,898,652
|
11.68%
|
|
|
|
Mei
Qinglin
|
1,224,552
|
2.92%
|
|
|
|
Luo
An
|
2,016,648
|
4.81%
|
|
|
|
Wang
Changli
|
6,441,108
|
15.36%
|
|
|
|
Qiao
Li
|
3,536,904
|
8.43%
|
|
|
|
Song
Xuesong
|
4,082,136
|
9.73%
|
|
|
|
TOTAL
|
22,200,000
|
52.93%
|
_______________________________
1
Based on
41,942,614 shares outstanding.
HLS
understands that the former shareholders of GTH (who are required to file)
and
APH intend to file schedules 13D or 13G to report such changes, pending in
some
instances receipt of EDGAR codes.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
.
|
HLS
SYSTEMS INTERNATIONAL, LTD
|
|
|
|
|
|
|
By:
|
/s/
Wang Changli
|
|
|
Name:
|
Wang
Changli
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
Date:
April 25, 2008