UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 (Mark one)

FORM 20-F

OR

OR

OR

Commission file number:  000-53465

China Dredging Group Co., Ltd.

 

(Exact name of the Registrant as specified in its charter)

British Virgin Islands

 

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  (Jurisdiction of incorporation or organization)

Floor 18, Tower A, Zhongshan Building,

No. 154, Hudong Road, Gulou District,

Fuzhou City, Fujian Province, PRC

 

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  (Address of principal executive offices)

 

+86 591 8727 1266

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

 

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares, no par value per share

  

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Ordinary Shares, no par value per share

On October 29, 2010, the registrant had 52,677,323 ordinary shares outstanding.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

o Yes

x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

o Yes

x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes

o   No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   o No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

o   Large Accelerated filer

o   Accelerated filer

x   Non-accelerated filer

                               

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

x   US GAAP

o   International Financial Reporting Standards as issued by the International Accounting Standards Board

o   Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

o Item 17

o Item 18

 

 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

o Yes

o No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court.

 

o Yes

o   No

 

 

TABLE OF CONTENTS

 

 

 

 

CERTAIN INFORMATION

In this Shell Company Report on Form 20-F (the “Report”), unless otherwise indicated, “we,” “us,” “our,” or “Company” refers to China Dredging Group Co., Ltd., a company incorporated under the laws of the British Virgin Islands (the “BVI”), and its subsidiaries subsequent to the Merger (as defined and described below).  All references to “China Dredging HK” in this Report refer to China Dredging (HK) Co., Ltd., a wholly owned subsidiary of China Dredging Group Co., Ltd. Unless the context indicates otherwise, all references to “Fujian WangGang” in this Report refer to Fujian WangGang Dredging Construction Co., Ltd., a wholly owned subsidiary of China Dredging HK, which holds 50% of the equity interest in Fujian Xing Gang Port Service Co., Ltd., (“Fujian Service”), our operating business in the PRC.  Fujian WangGang is also a party to certain variable interest entity agreements (“VIE Agreements”) with Fujian Service, Wonder Dredging LLC, a PRC entity which holds the remaining 50% equity interest in Fujian Service and the shareholders of the Wonder Dredging LLC, that transfer 100% of the economic benefit of Fujian Service and full voting and management control to Fujian WangGang.   The “Merger” refers to the merger of Chardan Acquisition Corp., a BVI company (“CAC”) with and into China Dredging Group Co., Ltd., which was consummated on October 27, 2010.  

References to the “PRC” refers to the People’s Republic of China. All references to “provincial-level regions” or “regions,” include provinces as well as autonomous regions and directly controlled municipalities in China, which have an administrative status equal to provinces, including Beijing.

All references to “Renminbi,” “RMB” or “yuan” are to the legal currency of the People’s Republic of the PRC and all references to “U.S. dollars,” “dollars,” “$” are to the legal currency of the United States. This Report contains translations of Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at $6.83. We make no representation that the Renminbi or U.S. dollar amounts referred to in this Report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

 

FORWARD-LOOKING STATEMENTS

This Report contains ‘‘forward-looking statements’’ that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are ‘‘forward-looking statements’’ including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may,” “‘will,” “‘should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

 

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based on the success of our business.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings “Risk Factors,” “Operating and Financial Review and Prospects,” “Information on our Company” and elsewhere in this Report.