UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~_______________~~FORM 8-K

Form 8-K

_______________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):

~~August~~December 2420, 2006

~~Chardan~~CHARDAN ~~North~~ NORTH ~~China~~CHINA ~~Acquisition~~ACQUISITION ~~Corporation~~CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	000-51431	20-2479743
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

625 Broadway~~, Suite 1111~~

Suite 1111

San Diego, California 92101

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(~~858~~619) ~~847~~795-~~9000~~4627

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ox Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~August 24~~ December 20, 2006, Chardan North China Acquisition Corporation ("“CNCAC"”) entered ~~into~~ ~~a Warrant~~ into ~~Clarification~~an ~~Agreement~~amendment to ~~clarify~~ the ~~terms~~Stock ofPurchase ~~the Warrant~~ Agreement dated as of ~~August~~February 2, ~~2005~~ 2006 (the "~~Warrant~~ Agreement") bywith the HollySys Stockholders and ~~between~~with ~~CNCAC~~the parties who have ~~and Continental~~ acquired ~~Stock~~shares ~~Transfer~~of &preferred ~~Trust~~stock ~~Company~~of Gifted Time Holdings Limited ("GTH"), the British Virgin Islands holding company that holds ownership interests in HollySys. The holders of preferred stock of GTH acquired those shares as ~~Warrant~~part of a ~~Agent~~loan financing transaction for GTH.

OnThe ~~August 29, 2006, CNCAC and EarlyBirdCapital, Inc. entered into an~~ amendment toeffected the ~~Unit Purchase~~ ~~Option~~following ~~issued~~changes into ~~connection with~~ the ~~August 2005 initial public offering of CNCAC.~~Agreement:

~~Both the Warrant~~· ~~Clarification~~applied ~~Agreement and~~ the ~~amendment~~current toafter-tax ~~the~~profit ~~Unit~~targets ~~Purchase~~that ~~Option, which~~would ~~are~~trigger ~~filed~~earn-out aspayments ~~exhibits~~ to ~~this~~periods ~~Current~~deferred ~~Report~~by onup ~~Form~~to ~~8-K~~six months, ~~clarified that~~ in nothe event ~~would~~that ~~CNCAC~~the becombined ~~obligated~~companies toadopt ~~pay~~a ~~cash~~December or31 ~~other~~fiscal ~~consideration~~year, to and increased the ~~holders~~ number of ~~the~~shares ~~warrants~~issuable orif the ~~purchase~~target ~~option~~for or2010 ~~"net-cash~~is ~~settle"~~met ~~the obligations~~from of2 ~~CNCAC~~million ~~under~~shares ~~either~~to ~~agreement~~3 million shares.

re-allocated among the shareholders of GTH the total consideration to be paid for the acquisition of GTH (which consideration did not change, except for the 1 million additional shares issuable upon reaching the earn-out target in 2010);

provided for representations and warranties from the holders of preferred stock of GTH; and

extended the expiration date of the Agreement to August 10, 2007 (or such later date as established by stockholders of CNCAC as the deadline by which CNCAC must complete a transaction or commence dissolution).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.:

Exhibit No.		Description
4.4(a)		Amendment to Unit Purchase Option
4.5(a)		Warrant Clarification Agreement of August 24, 2006

99.1

(filed herewith) Press release dated December 26, 2006

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 hereunto duly authorized.

Date: August 29, 2006
	CHARDAN NORTH CHINA ACQUISITION CORPORATION
	By:	/s/ Richard D. Propper
		Dr. Richard D. Propper
		Chairman

Date: December 26, 2006

2CHARDAN NORTH CHINA ACQUISITION CORPORATION

By: /s/ Kerry S. Propper

Kerry S. Propper

Chief Financial Officer

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