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                                                                    EXHIBIT 31.2

                   CERTIFICTION OF PRINCPAL FINANCIAL OFFICER


I Li Zhang, Chief Financial Officer, certify that:

1.       I have reviewed this Quarterly Report on Form 10-QSB of Chardan China
         Acquisition Corp.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial conditions, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report.

4.       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
         have:

         a.   Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              small business issuer, including its consolidated subsidiaries,
              is made known to us by others within those entities, particularly
              during the period in which this report is being prepared;

         b.   Designed such internal control over financial reporting, or
              caused such internal control over financial reporting to be
              designed under our supervision, to provide reasonable assurance
              regarding the reliability of financial reporting and the
              preparation of financial statements for external purposes in
              accordance with generally accepted accounting principles

         c.   Evaluated the effectiveness of the small business issuer's
              disclosure controls and procedures and presented in this report
              our conclusions about the effectiveness of the disclosure
              controls and procedures, as of the end of the period covered by
              this report based on such evaluation; and

         d.   Disclosed in this report any change in the small business
              issuer's internal control over financial reporting that occurred
              during the small business issuer's most recent fiscal quarter
              (the small business issuer's fourth fiscal quarter in the case of
              an annual report) that has materially affected, or is reasonably
              likely to materially affect, the small business issuer's internal
              control over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):

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          a.   All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the small
               business issuer's ability to record, process, summarize and
               report financial information; and

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.


                                                       Dated: May 14, 2004
/s/ Li Zhang
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    Li Zhang
    Chief Financial Officer
    (Principal Financial and Accounting Officer)