Business Services Industry

Chardan North China Acquisition Corp. Files Form S-4 with Securities and Exchange Commission

Business Wire, March 30, 2006

SAN DIEGO & BEIJING -- Chardan North China Acquisition Corp. (OTCBB: CNCA, CNCAU, CNCAW) ("Chardan North") and its wholly-owned subsidiary, HLS Systems International Ltd. Announced today that they have filed a Form S-4 with the Securities and Exchange Commission for the purpose of registering the securities to be issued to the stockholders of Chardan North in connection with its previously announced definitive stock purchase agreement to acquire a controlling interest in Beijing HollySys Company, Limited and Hangzhou HollySys Automation, Limited (collectively referred to as "HollySys"). Included in this filing are unaudited financial results for HollySys for the six months ended December 31, 2005. (see attached tables). A copy of the filing in its entirety is available at www.sec.gov.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Chardan North, Beijing HollySys Company, Limited and Hangzhou HollySys Automation, Limited (collectively referred to as "HollySys") and their combined business after completion of the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Chardan North's and HollySys' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in China; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which HollySys is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from or introduction of new and superior products by other providers of automation and control system technology; timing, approval and market acceptance of new product introductions; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks detailed in Chardan North's filings with the Securities and Exchange Commission, including its report on Form 10-KSB for the period ended December 31, 2005 and in the Form S-4 registration statement. The information set forth herein should be read in light of such risks. Neither Chardan North nor HollySys assumes any obligation to update the information contained in this press release.

The Registration Statement on Form S-4 contains a Proxy Statement/Prospectus for the stockholders of Chardan North. The stockholders of Chardan North are urged to read the Registration Statement and the Proxy Statement/Prospectus as well as all other relevant documents filed or to be filed with the SEC, because they contain important information about HollySys, HLS Systems, Chardan North and the proposed transaction. The final Proxy Statement/Prospectus will be mailed to stockholders of Chardan North after the Registration Statement is declared effective by the SEC. Chardan North stockholders may obtain the Registration Statement, the Proxy Statement/Prospectus and any other relevant filed documents for free at the SEC's website (www.sec.gov). These documents can also be obtained for free from Chardan North by directing a request to Lori Johnson c/o Chardan Capital, 625 Broadway, Suite 1111, San Diego, CA 92101.

HLS Systems, Chardan North and their respective directors and officers may be deemed to be participants in the solicitation of approvals from Chardan North stockholders in respect of the proposed transaction. Information regarding Chardan North's participants is contained in the Proxy Statement /Prospectus. Additional information regarding the interests of such participants is included in the Registration Statement containing the Proxy Statement / Prospectus.

HOLLYSYS CONSOLIDATED STATEMENTS OF INCOME
                       AND COMPREHENSIVE INCOME
                            (In US Dollars)

                                          Years Ended June 30,
                                   -----------------------------------
                                       2003        2004        2005
                                   ----------- ----------- -----------
Revenues:
 Integrated contract revenue      $32,927,629 $51,224,340 $75,027,422
    Products sales                  3,057,979   1,849,916   4,545,410
                                   ----------- ----------- -----------

Total revenues                     35,985,608  53,074,256  79,572,832

Cost of integrated contract        23,347,692  37,569,353  52,164,176
Cost of products sold               1,532,781     338,167   2,518,835
                                   ----------- ----------- -----------

Gross profit                       10,105,135  15,166,736  24,889,821

Operating expenses:
 Selling                            2,995,307   4,521,884   5,646,565
 General and administrative         2,613,109   2,678,262   5,136,383
 Research and development             346,243     383,059     202,344
 Impairment loss                      621,893     139,937           -
 Loss on disposal of assets            13,020      11,963      29,511
                                   ----------- ----------- -----------

Total operating expenses            6,589,572   7,735,105  11,014,803
                                   ----------- ----------- -----------

Income from operations              3,515,563   7,431,631  13,875,018

Other income (expense), net            20,839      31,792     194,547
Interest expense, net                (903,744)   (832,110)   (555,796)
Investment income (loss)              246,764      90,492     664,889
Subsidy income                        634,612       2,782   2,292,880
                                   ----------- ----------- -----------

Income before income taxes          3,514,034   6,724,587  16,471,538

Income taxes expenses                 636,816     947,768     401,468
                                   ----------- ----------- -----------

Income before minority interest     2,877,218   5,776,819  16,070,070

Minority interest                     650,084   1,041,543   2,366,549
                                   ----------- ----------- -----------

Net income                        $ 2,227,134 $ 4,735,276 $13,703,521
                                   ----------- ----------- -----------

Other comprehensive income
 (loss):
 Translation adjustments                 (310)      1,212      (2,119)
                                   ----------- ----------- -----------

Comprehensive income              $ 2,226,824 $ 4,736,488 $13,701,402
                                   ----------- ----------- -----------


                                                  Six Months Ended
                                                     December 31,
                                               -----------------------
                                                   2004        2005
                                               ----------- -----------
                                               (Unaudited) (Unaudited)
Revenues:
 Integrated contract revenue                  $38,935,801 $46,916,576
    Products sales                              1,596,980   2,515,450
                                               ----------- -----------

Total revenues                                 40,532,781  49,432,026

Cost of integrated contract                    27,399,787  31,949,229
Cost of products sold                             182,027   1,478,696
                                               ----------- -----------

Gross profit                                   12,950,967  16,004,101

Operating expenses:
 Selling                                        3,049,084   3,382,998
 General and administrative                     2,794,272   3,789,349
 Research and development                               -           -
 Impairment loss                                        -           -
 Loss on disposal of assets                         2,806      14,512
                                               ----------- -----------

Total operating expenses                        5,846,162   7,186,859
                                               ----------- -----------

Income from operations                          7,104,805   8,817,242

Other income (expense), net                        75,639     (89,846)
Interest expense, net                            (197,069)   (580,379)
Investment income (loss)                          565,835     544,223
Subsidy income                                  1,824,172   2,737,028
                                               ----------- -----------

Income before income taxes                      9,373,382  11,428,268

Income taxes expenses                             169,717     249,035
                                               ----------- -----------

Income before minority interest                 9,203,665  11,179,233

Minority interest                               1,632,303   2,184,443
                                               ----------- -----------

Net income                                    $ 7,571,362 $ 8,994,790
                                               ----------- -----------

Other comprehensive income  (loss):
 Translation adjustments                              270     796,241
                                               ----------- -----------

Comprehensive income                          $ 7,571,632 $ 9,791,031
                                               ----------- -----------
COPYRIGHT 2006 Business Wire
COPYRIGHT 2008 Gale, Cengage Learning
 

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