SecProbe.io

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                                 Graubard Miller
                              The Chrysler Building
                              405 Lexington Avenue
                            NEW YORK, N.Y. 10174-1901
                                 (212) 818-8800
facsimile:
(212) 818-8881                                                   (212) 818-8638

                                                                  June 24, 2005

VIA EDGAR and FEDERAL EXPRESS

Mr. John Reynolds
Assistant Director
Office of Emerging Growth Companies
Division of Corporation Finance
Mail Stop 3561
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:    Chardan China Acquisition Corp. II
                         Registration Statement on Form S-1
                         Filed May 17, 2005
                         File No. 333-125016

                         Chardan China Acquisition Corp. III
                         Registration Statement on Form S-1
                         Filed May 17, 2005
                         File No. 333-125018

Dear Mr. Reynolds:

      On behalf of Chardan China Acquisition Corp. II ("Chardan II") and Chardan
China Acquisition Corp. III ("Chardan III" and together with Chardan II, the
"Company"), we respond as follows to the Staff's comment letter received on June
17, 2005 relating to the above-captioned Registration Statements. Captions and
page references herein correspond to those set forth in Amendment No. 1 to each
of the Registration Statements, copies of which have been marked with the
changes from the original filings of the Registration Statements. We are also
delivering three (3) courtesy copies of each such marked Amendment No. 1 to John
Zitko. Please note that for the Staff's convenience, we have recited each of the
Staff's comments and provided the Company's response to each comment immediately
thereafter. Additionally, we have, where appropriate, indicated in the markings
of the courtesy hard copies of each marked Amendment No. 1 where in such
amendment our responses to the Staff's comments are reflected.

<PAGE>

General

1.    Prior to the effectiveness of these registration statements, the staff
      requests that we be provided with a copy of the letter or a call from the
      NASD that the NASD has finished its review and has no additional concerns
      regarding the underwriting arrangements in these offerings.

      Prior to the effectiveness of the Registration Statements, we will provide
you with a copy of the NASD letter or arrange for a call to you from the NASD
once the NASD has stated that it has no objections regarding the underwriting
arrangements in these offerings.

2.    Provide disclosure in a prominent place in the prospectus (e.g., the
      Summary) detailing the various fees, reimbursements and other cash flows
      being paid to the existing stockholders and/or officers and directors in
      this offering. In this regard, please explain the last sentence of the
      next to last paragraph under "Use of proceeds." Please disclose any limits
      on remuneration paid following a combination. If none, please disclose.
      Discuss the fees that may or will be paid to officers and directors after
      a business combination. Add a risk factor. We may have further comment.

      We currently indicate on page 6 of the "Prospectus Summary" under the
heading entitled "Limited payments to insiders" that the only fees to be paid to
the Company's existing stockholders, including its officers and directors, will
be the repayment of the aggregate $80,000 non-interest bearing loans made by
Kerry Propper and Chardan Capital Partners, the payment of a $7,500 per month
fee to Chardan Capital, LLC and the reimbursement of any out-of-pocket expenses
incurred by such individuals in connection with certain activities on the
Company's behalf, such as identifying and investigating possible business
targets and business combinations. We further currently indicate on page 35 of
the prospectus under the headings "Proposed Business - Effecting a business
combination - Sources of target businesses" that in no event will any of the
Company's existing officers, directors or stockholders, or any entity which they
are affiliated with, be paid any finder's fee, consulting fee or other similar
compensation prior to or in connection with the consummation of a business
combination. We have added similar disclosure to page 36 of the prospectus under
the heading "Proposed Business - Effecting a business combination - Selection of
a target business and structuring of a business combination."

<PAGE>

      With respect to compensation that may be paid to the Company's existing
stockholders, officers and directors following a business combination, we have
indicated in the prospectus that although it is possible that some of the
Company's key personnel may remain with the Company following a business
combination, they would only be able to do so if they are able to negotiate
employment or consulting agreements in connection with such business
combination. The terms of the compensation to be paid to such individuals would
be determined at that time between the respective parties. Additionally, the
Company will not consider the ability of its key personnel to remain with the
Company after the consummation of a business combination as a factor in
determining whether to proceed with any potential business combination. We have
added disclosure to the eighth risk factor indicating the foregoing. Please also
see the response to Comment No. 6 below.

Summary, page 1

Redemption

3.    Disclose, here or elsewhere as appropriate, the rationale for requiring
      the stock to trade at $8.50 per share or more for any 20 trading days
      within a 30 trading day period ending on the third business day prior to
      the notice of redemption to warrant holders in order for the redemption
      rights to apply.

      We currently indicate on page 4 in the "Prospectus Summary" and on page 56
in the "Description of Securities" section of the prospectus that management
believes that such redemption criteria would give warrantholders a reasonable
premium to the initial exercise price and provide a sufficient degree of
liquidity to cushion the market reaction to the Company's redemption call.
Accordingly, we have not made any revision to the prospectus in response to this
comment.

4.    We note your statement that you will not proceed with a business
      combination if a majority of public stockholders fail to vote in favor of
      the business combination and public stockholders owning 20% or more of the
      shares sold in this offering vote against the combination and exercise
      their conversion rights. Please revise or advise as appropriate. It would
      appear from disclosure on page 38 that either of these conditions would
      result in the business combination not being completed.

      We currently indicate on page 6 in the "Prospectus Summary" under the
subsection entitled "Stockholders must approve business combination" that the
Company "will proceed with a business combination only if a majority of the
shares of common stock voted by the public stockholders are voted in favor of
the business combination and public stockholders owning less than 20% of the
shares sold in this offering exercise their conversion rights described below."
Accordingly, both conditions must be satisfied for a business combination to be
completed. We believe the foregoing is properly described in the prospectus.

<PAGE>

Risk Factors, page 10

5.    In the last sentence of the first risk factor, please delete the statement
      in parentheses regarding interest income from the proceeds of your
      offering, as any interest income would be classified as non-operating
      income rather than revenue.

      We have deleted the reference to interest income in the first risk factor
as requested.

6.    Please explain the disclosure in the first full risk factor on page 13
      that key personnel may remain associated with the company following the
      business combination. Please add disclosure in the business section
      regarding this matter with respect to how this will be determined and
      whether this will be a term of the business combination agreement. We may
      have further comment.

      We have revised the first full risk factor on page 13 as well as in the
section entitled "Proposed Business - Effecting a business combination - Limited
ability to evaluate the target business' management" to indicate that some or
all of the Company's key personnel may continue to remain associated with the
Company following a business combination in senior management or advisory
positions but that such individuals will be able to remain with the Company
after consummation of a business combination only if mutually agreed upon by the
Company and the target business in connection with the terms of any such
combination. We note that any such business combination, including management's
continuing role (if any), will be thoroughly described in a preliminary proxy
statement to be reviewed by the Staff and subsequently subject to stockholder
approval. We have further revised the disclosure to indicate that the future
role of the Company's key personnel in the operations of the Company following a
business combination will not be a factor in determining whether to proceed with
any potential business combination.

Proposed Business, page 21

7.    We note the following statements contained under the heading "We have not
      identified a target business:" "To date, we have not selected any target
      business on which to concentrate our search for a business combination.
      Our officers, directors, promoters and other affiliates are not currently
      engaged in discussions on our behalf with representatives of other
      companies regarding the possibility of a potential merger, capital stock
      exchange, asset acquisition or other similar business combination with us,
      nor have we, nor any of our agents of affiliates, been approached by any
      candidates (or representatives of any candidates) with respect to a
      possible acquisition transaction with us. Additionally, we have not
      engaged or retained any agent or other representative to identify or
      locate any suitable acquisition candidate."

      Please expand this disclosure, if accurate, to affirmatively confirm that
      no agent or representative of the registrant has taken any measure, direct
      or indirect, to locate a target business at any time, past or present. If
      any party, affiliated or unaffiliated with the registrant, has approached
      you with a possible candidate or candidates, then so disclose or advise
      the staff. Please note that, in particular we are not seeking simply
      whether a potential business combination candidate has been "selected,"
      but, rather, are looking more to the type, nature and results to date of
      any and all diligence, discussions, negotiations and/or other similar
      activities undertaken, whether directly by the registrant or an affiliate
      thereof, or by an unrelated third party, with respect to a business
      combination transaction involving the registrant. We may have further
      comment.

<PAGE>

      We have expanded the disclosure in the prospectus to confirm that no agent
or representative of the Company has taken any measure, direct or indirect, to
locate a target business for the Company at any time, past or present, and that
none of the Company's officers, directors, promoters or other affiliates has had
any contact or discussions with representatives of any other company regarding a
potential merger, capital stock exchange, asset acquisition or other similar
business combination with the Company nor has the Company, nor any of its agents
or affiliates, been approached by any candidates (or representative of any
candidates) with respect to a possible acquisition transaction with the Company.

      Supplementally, we wish to advise the Staff of the following:

      o     The principals of Chardan II and Chardan III are also the principals
            of Chardan China Acquisition Corp. (referred to herein as the
            "Principals").

      o     Chardan China Acquisition Corp. consummated its initial public
            offering in March 2004 and in December 2004 entered into a
            definitive agreement for a business combination with State Harvest
            Holdings Limited, a British Virgin Islands corporation ("Origin"),
            and all of its stockholders.

      o     The Principals reviewed and ultimately rejected numerous prospective
            target businesses (collectively, the "CCAC Targets") while searching
            for a target business for Chardan China Acquisition Corp. to
            complete a business combination with.

      o     The Principals have not contacted any of the CCAC Targets since
            rejecting them as business opportunities for Chardan China
            Acquisition Corp. and entering into the definitive agreement with
            Origin.

      o     The Principals have no present intention to reconsider any of the
            CCAC Targets for a business combination with Chardan II and Chardan
            III.

8.    Please disclose whether you have any plan or arrangements to hire a
      consultant to help you conduct the search for a target business. We note
      Chardan I utilized Best of Best. Discuss whether you have similar plans.
      We also note the consulting fees paid to Best of Best. Discuss whether
      consulting fees will be paid from the proceeds not held in trust. If so,
      please revise the use of proceeds section accordingly. We may have further
      comment.

<PAGE>

      Page 35 of the prospectus under the section entitled "Proposed Business -
Effecting a business combination - Sources of target businesses" currently
indicates that the Company does not presently anticipate engaging the services
of professional firms or other individuals that specialize in business
acquisitions on any formal basis, although it may do so in the future.
Accordingly, the Company may engage Best of Best, although there are no specific
plans to do so at this time. If the Company engages firms or other individuals
in the future to assist it in its search for a target business, the Company may
pay compensation to such firms or other individuals out of the proceeds of the
offering not held in trust. We have revised the third risk factor on page 10 and
the disclosure on page 26 of the prospectus under the section entitled "Use of
Proceeds" to indicate that the Company may pay such fees from the proceeds of
the offering not held in trust.

9.    We note that Chardan Capital LLC will be paid $7,500 a month from both
      Chardan II and Chardan III for office space, utilities and secretarial
      support and that such fees are favorable compared to what could be
      obtained from an unaffiliated person. We also note this space is shared
      with Chardan I. Please disclose all other companies utilizing this space,
      the amount of space being utilized and the basis for the $7,500 per month
      allocation.

      The only companies that utilize the space provided by Chardan Capital,
LLC, which is 1,000 square feet, are Chardan Capital, LLC itself, Chardan China
Acquisition Corp., Chardan II, Chardan III and Source Atlantic, Inc. Source
Atlantic, Inc. is an affiliate of Mr. Kerry Propper engaged in the medical
consulting business. Source Atlantic, Inc. rents office space in this premises
(with no administrative services being provided to it). No other companies
utilize this space. We have revised the disclosure on page 4