Exhibit 10.12
CHARDAN SOUTH CHINA ACQUISITION CORPORATION
625 Broadway, Suite 1111
San Diego, CA 92101
May 16, 2006
Continental Stock Transfer & Trust Company 17 Battery Place
New York, NY 10004
Attn: Steven G. Nelson
EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, NY 10016
Attn: David M. Nussbaum, Chairman
Re: Investment Management Trust Agreement
Gentlemen:
Reference is made to that certain Investment Management Trust Agreement (the "Agreement"), dated as of
August 2, 2005, between Chardan South China Acquisition Corporation ("Company") and Continental Stock
Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:
"(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States
"Government Securities" with the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, and/or in any open ended investment company registered under the Investment
Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the
conditions of paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940; as determined
by the Company;"
Except as indicated above, the Agreement shall remain in full force and effect.
CHARDAN SOUTH CHINA ACQUISITION
CORPORATION
Acknowledged and agreed this 16th day of May, 2006
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
The undersigned is required to consent to this amendment pursuant to Section 5(c) of the Investment
Management Trust Agreement and hereby does so.
By: /s/ Kerry Propper
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Name: Kerry Propper
Title: Chief Executive Officer
By: /s/ Steven Nelsen
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Name: Steven Nelson
Title:Chairman
EARLYBIRDCAPITAL, INC.
By: /s/ Steven Levine
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Name: Steven Levine