Chardan North China Acquisition Corp. Announces Audited Fiscal 2006 Financial Results of Acquisition Candidate; Comprehensive Income Increases 40% to $19.2 Million from $13.7 Million.SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. & BEIJING Beijing (bā-jĭng) or Peking (pē-kĭng, pā–), city (1994 est. urban pop. 6,093,300; 1994 est. total pop. 7,240,700), capital of the People's Republic of China. It is in central Hebei prov. -- Chardan North China Acquisition Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : CNCA CNCA Consejo Nacional para la Cultura y las Artes CNCA Centre for Neural Computing Applications CNCA China National Coal Association CNCA Camino Nuevo Charter Academy (Los Angeles, CA) CNCA Council for National Cooperation in Aquatics , CNCAU, CNCAW) ("Chardan North"), a SPAC SPAC Saratoga Performing Arts Center (New York) SPAC Special Purpose Acquisition Company SPAC Sustainable Production and Consumption SPAC Student Professional Awareness Conference SPAC State Public Affairs Committee (R) organized for the purpose of acquiring an operating entity in the PRC, and its wholly-owned subsidiary, HLS (Hue Lightness Saturation) A color space that is closely related to HSB, except that Brightness is called Lightness and is measured from 0 to 1 rather than from 0 to 100%. See HSB. Systems International Ltd., announced today the audited financial results for the twelve months ended June June: see month. 30, 2006 for its acquisition candidate, Gifted Time Holdings, Limited (see attached tables). Gifted Time Holdings had comprehensive income of $19.2 million for the fiscal year ended June 30, 2006, a 40% increase from comprehensive income of $13.7 million for the fiscal year ended June 30, 2005. Net income for fiscal year 2006 was $18.1 million, the difference reflecting adjustments related to currency translations that created a positive effect of approximately $1.1 million due to the appreciation of the RMB RMB Right Mouse Button RMB Regional Management Board (USACE) RMB Rolf Maier Bode (musician, band) RMB Ren Min Bi (currency of People's Republic of China) against the dollar. Net income for fiscal year 2005 was $13.7 million. Total revenues for the fiscal year ended June 30, 2006 increased 13% to $89.9 million from $79.6 million in fiscal year 2005. Gifted Time Holdings is the majority stockholder of Chinese operating companies operating company A business that engages in transactions with outsiders. that do business under the HollySys trademark and together form the leading Chinese domestic automation control systems company. Additional information regarding Chardan North, Gifted Time Holdings, and HollySys is available in the Form S-4/A that Chardan North filed with the Securities and Exchange Commission on September 1, 2006. About Chardan North and HollySys Chardan North China Acquisition Corp. is a blank check Blank check A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee. company incorporated in March 2005 to acquire an operating business based north of the Yangtze River Yangtze River Chinese Chang Jiang or Ch'ang Chiang River, China. Rising in the Tanggula Mountains in west-central China, it flows southeast before turning northeast and then generally east across south-central and east-central China to the East China in the People's Republic People's Republic n. A political organization founded and controlled by a national Communist party. of China ("PRC"). On February 2, 2006, the Company announced a definitive stock purchase agreement pursuant to which it will acquire a controlling interest controlling interest The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail in Beijing HollySys Company, Limited and Hangzhou HollySys Automation, Limited (collectively referred to as "HollySys"). HollySys has become one of the leading automation systems providers in the PRC, developing a number of core technologies and completing over 3000 projects utilizing a wide array of automation products. A registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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 solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, about Chardan North, 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; cessation cessation Vox populi The stopping of a thing. See Smoking cessation. or changes in government incentive programs: potential trade barriers affecting international expansion; fluctuations in customer demand; management of rapid growth and transitions to new markets; 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 ge·o·pol·i·tics n. (used with a sing. verb) 1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation. 2. a. events and regulatory changes, as well as other relevant risks detailed in Chardan North's filings with the Securities and Exchange Commission, and the registration statement on Form S-4 (Reg REG, n.pr See random event generator. . No. 333-132826) . 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. In connection with the pending transaction, HLS Systems International Ltd. ("HLS Systems") has filed with the SEC a Registration Statement on Form S-4 containing 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, when it is available, as well as all other relevant documents filed or to be filed with the SEC, because they will 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 will be able to 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 will be available in the Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. /Prospectus. Additional information regarding the interests of such participants will be included in the Registration Statement containing the Proxy Statement / Prospectus.
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(In US Dollars)
Years Ended June 30,
--------------------------------------
2004 2005 2006
------------ ------------ ------------
Revenues:
Integrated contract revenue $51,224,340 $75,027,422 $86,187,820
Products sales 1,849,916 4,545,410 3,728,784
------------ ------------ ------------
Total revenues 53,074,256 79,572,832 89,916,604
Cost of integrated contracts 37,569,353 52,164,176 57,107,242
Cost of products sold 338,167 2,518,835 842,813
------------ ------------ ------------
Gross profit 15,166,736 24,889,821 31,966,549
Operating expenses:
Selling 4,521,884 5,646,565 6,378,462
General and administrative 2,678,262 5,136,383 6,483,223
Research and development 383,059 202,344 77,724
Impairment loss 139,937 - -
Loss on disposal of assets 11,963 29,511 32,706
------------ ------------ ------------
Total operating expenses 7,735,105 11,014,803 12,972,115
------------ ------------ ------------
Income from operations 7,431,631 13,875,018 18,994,434
Other income (expense), net 31,792 194,547 61,228
Interest expense, net (832,110 ) (555,796 )(1,088,582)
Investment income (loss) 90,492 664,889 618,843
Subsidy income 2,782 2,292,880 4,355,367
------------ ------------ ------------
Income before income taxes 6,724,587 16,471,538 22,941,290
Income taxes expenses 947,768 401,468 1,368,838
------------ ------------ ------------
Income before minority interest 5,776,819 16,070,070 21,572,452
Minority interest 1,041,543 2,366,549 3,521,197
------------ ------------ ------------
Net income $ 4,735,276 $13,703,521 $18,051,255
------------ ------------ ------------
Weighted average number of
common shares 50,000 50,000 50,000
Earnings per share 94.71 274.07 361.03
Other comprehensive income:
Net income $ 4,735,276 $13,703,521 $18,051,255
Translation adjustments 1,212 (2,119) 1,149,579
------------ ------------ ------------
Comprehensive income $ 4,736,488 $13,701,402 $19,200,834
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