UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240-d-2(a)
(
Amendment No. __ )*
HLS
SYSTEMS INTERNATIONAL, LTD.
(Name
of
Issuer)
ORDINARY
SHARES, PAR VALUE $0.001
(Title
of
Class of Securities)
G4604M
10 6
(CUSIP
Number)
Li
Qiao
10
Jiancaicheng Middle Road
Xisanqi,
Haidian District
Beijing,
People's Republic of China 100096
(+86)
10-5898-1000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
19, 2008
(Date
of
Event which Requires Filing Statement on Schedule 13D)
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
[ ].
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See
§
240.13d-7 for other parties to whom copies are to be sent.
*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
(“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).
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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PF
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5 |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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People’s
Republic of China
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7 |
SOLE
VOTING POWER
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3,536,904*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
SHARED
DISPOSITIVE POWER
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,536,904*
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12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.43%**
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14 |
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*
Consists of 872,904
shares of Common Stock held by Faith Best Profits Limited, 666,000 shares
held
by OSCAF International Company Limited, 666,000 shares held by Glory Pearl
International Limited, 666,000 shares held by Jumbo Growth International
Limited
and 666,000 shares held by Pearl Success Investments Limited. The foregoing
entities are all British Virgin Islands entities that are wholly-owned and
controlled by Ms. Qiao, therefore Ms. Qiao may be deemed to be the beneficial
owner of the shares of Common Stock held by them.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
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Faith
Best Profits Limited
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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WC
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5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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7 |
SOLE
VOTING POWER
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872,904*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
SHARED
DISPOSITIVE POWER
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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872,904*
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.08%**
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14 |
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*
Faith
Best Profits Limited is owned and controlled by Li Qiao, which makes her the
beneficial owner of these 872,904 shares.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
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OSCAF
International Company Limited
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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7 |
SOLE
VOTING POWER
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666,000*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
SHARED
DISPOSITIVE POWER
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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666,000*
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.58%**
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14 |
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*
OSCAF
International Company Limited is owned and controlled by Li Qiao, which makes
her the beneficial owner of these 666,000 shares.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
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Glory
Pearl International Limited
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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7 |
SOLE
VOTING POWER
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666,000*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
SHARED
DISPOSITIVE POWER
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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666,000*
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.58%**
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14 |
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CO
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*
Glory
Pearl International Limited is owned and controlled by Li Qiao, which makes
her
the beneficial owner of these 666,000 shares.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
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Jumbo
Growth International Limited
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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7 |
SOLE
VOTING POWER
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666,000*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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666,000*
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.58%**
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14 |
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CO
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*
Jumbo
Growth International Limited is owned and controlled by Li Qiao, which makes
her
the beneficial owner of these 666,000 shares.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
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1 |
NAMES OF
REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
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Pearl
Success Investments Limited
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
T
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3 |
SEC
USE ONLY
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4 |
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5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f)
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
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7 |
SOLE
VOTING POWER
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666,000*
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8 |
SHARED
VOTING POWER
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9 |
SOLE
DISPOSITIVE POWER
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10 |
SHARED
DISPOSITIVE POWER
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11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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666,000*
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.58%**
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14 |
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CO
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*
Pearl
Success Investments Limited is owned and controlled by Li Qiao, which makes
her
the beneficial owner of these 666,000 shares.
**
Based
on 41,942,614 shares of common stock outstanding as of June 16, 2008.
Item
1. Security and Issuer.
The
name
of the issuer is HLS Systems International, Ltd., a British Virgin Islands
corporation (the “Company”), which has its principal executive offices at 10
Jiancaicheng Middle Road, Xisanqi, Haidian District, Beijing, People’s Republic
of China 100096. This statement relates to the Company’s Ordinary Shares, $0.001
par value per share (the “Common Stock”).
Item
2. Identity and Background.
(a) The
person filing this Statement is Ms. Li Qiao (“Ms. Qiao”) or (the “Reporting
Person”).
(b) The
business address of the Reporting Person is 10 Jiancaicheng Middle Road,
Xisanqi, Haidian District, Beijing, People’s Republic of China.
(c) Ms.
Qiao
is the Chairwoman of the Issuer.
(d)-(e)
During
the five years preceding March 19, 2008 (the date that the Reporting Person
initially became subject to Schedule 13D reporting requirements) and the five
years preceding the date of this filing, the Reporting Persons has not been
(A) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (B) 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.
(f) Ms.
Qiao
is a citizen of the People’s Republic of China.
Item
3. Source and Amount of Funds or Other Consideration.
Through
a
series of transactions in December 2006 (the “Original Transactions”), Advance
Pacific Holdings Limited (“Advance Pacific”), a British Virgin Islands company
that is owned and controlled by Ka Wa Cheng, a resident of Canada (“Mr. Cheng”),
acquired all of the common shares of Gifted Time Holdings, Limited (“Gifted
Time”), a British Virgin Islands company, from the shareholders of Gifted Time
(the “Original Shareholders”), for promissory notes with an aggregate principal
value of $230 million.
On
September 20, 2007, the Issuer completed the acquisition of all of the common
stock of Gifted Time held by Advance Pacific, pursuant to a Stock Purchase
Agreement, dated as of February 2, 2006, as amended (the “Stock Purchase
Agreement”). As a result of the acquisition, Advance Pacific and its sole owner,
Mr. Cheng were issued a total of 22,200,000 shares, or 76% of the Common Stock
of the Issuer.
On
March
19, 2008, Advance Pacific entered into a Dismissal Agreement (the “Dismissal
Agreement”) with the Reporting Person, as the representative of the Original
Shareholders, pursuant to which, among other things, the parties dismissed
and
terminated the Original Transactions, and the 22,200,000 shares of Common Stock
of the Issuer were transferred to the Original Shareholders of Gifted Time.
As a
result, the Reporting Person beneficially holds an aggregate of 3,536,904 shares
of the Common Stock of the Issuer consisting of: 872,904
shares of Common Stock held by Faith Best Profits Limited; 666,000 shares held
by OSCAF International Company Limited; 666,000 shares held by Glory Pearl
International Limited; 666,000 shares held by Jumbo Growth International
Limited; and 666,000 shares held by Pearl Success Investments Limited. The
foregoing entities are all British Virgin Islands entities that are wholly-owned
and controlled by the Reporting Person, which makes her the beneficial owner
of
the shares of Common Stock held by them.
As
a
result of the foregoing transactions, the Reporting Person became subject to
Schedule 13D reporting requirements under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Item
4. Purpose of Transaction.
The
Reporting Person acquired the Common Stock pursuant to the Dismissal Agreement
as described in Item 3 above. The Reporting Person holds the securities
indirectly through Faith Best Profits Limited, OSCAF
International Company Limited,
Glory
Pearl International Limited, Jumbo Growth International Limited and Pearl
Success Investments Limited, solely for investment purposes. The Reporting
Person has no intention other than to hold the shares for investment and/or
sell
the shares, as permitted by law.
Except
as
set forth in this Schedule 13D, the Reporting Person has made no proposals,
and
has entered into no agreements, which would be related to or would result in
any
of the events or matters described in part (a) through (j) of Item 4 of Schedule
13D.
Item
5. Interest in Securities of the Issuer.
(a) For
purposes of Rule 13d-3 promulgated under the Exchange Act, as of the date of
this statement, the Reporting Person is the beneficial owner of
3,536,904 shares
of
the Common Stock, representing 8.43% of the outstanding shares of the Common
Stock. The Reporting Person does not own any other securities of the
Company.
(b) The
Reporting Person has the sole power to vote and dispose of 3,536,904 shares.
(c) The
Reporting Person did not effect any transactions in the Company’s securities
within the past 60 days.
(d) Other
than the Reporting Person, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the
sale of the Reporting Persons’ securities.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except
as
disclosed herein and in the Registration Statement on Form S-4/A filed by the
Issuer on August 9, 2007, and the Schedule 13D/A filed by Mr. Cheng on April
25,
2008, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Person and any other person with
respect to any securities of the Company, including, but not limited to transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
Exhibit
No.
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Description
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10.1*
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Amended
and Restated Stock Purchase Agreement, dated February 9, 2007, by
and
between Chardan North China Acquisition Corporation and Advance Pacific
Holding Limited (incorporated by reference to Annex A of the Registration
Statement on Form S-4/A filed by the Issuer on August 9,
2007).
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10.2*
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Dismissal
Agreement, dated March 19, 2008, by and between the Reporting Person
and
Advance Pacific Holdings Limited (incorporated by reference to Exhibit
4
of the Schedule 13D/A filed by Mr. Cheng on April 25,
2008).
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*Incorporated
by Reference.
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.
Dated:
June
27,
2008 |
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/s/ Li
Qiao |
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Li Qiao |
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