p11-0437sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A*
 
 
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)*
 
China Valves Technology, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
169476207
(CUSIP Number)
 
 December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 18 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No.  169476207
 
13G/A
Page  2 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
827,900
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
827,900
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
827,900
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.39%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  169476207
 
13G/A
Page  3 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Institutional Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
665,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
665,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.92%
12
TYPE OF REPORTING PERSON**
PN


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  169476207
 
13G/A
Page  4 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
73,200
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
73,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.21%
12
TYPE OF REPORTING PERSON**
CO


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  169476207
 
13G/A
Page  5 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners Renewable Energy Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
78,300
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
78,300
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.23%
12
TYPE OF REPORTING PERSON**
PN


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  169476207
 
13G/A
Page  6 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Renewable Energy Offshore Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
21,100
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
21,100
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,100
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.06%
12
TYPE OF REPORTING PERSON**
CO


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  169476207
 
13G/A
Page  7 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Advisory Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,705,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,705,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12
TYPE OF REPORTING PERSON**
PN; IA


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  169476207
 
13G/A
Page  8 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ardsley Partners I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,571,200
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,571,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,571,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.54%
12
TYPE OF REPORTING PERSON**
PN


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  169476207
 
13G/A
Page  9 of  18  Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip J. Hempleman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,980,000
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,980,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,980,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.72%
12
TYPE OF REPORTING PERSON**
IN


** SEE INSTRUCTIONS BEFORE FILLING OUT!
 



 
 
 
CUSIP No.  169476207
 
13G/A
Page  10 of  18  Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is China Valves Technology, Inc. (the "Company").

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
No. 93 West Xinsong Road, Kaifeng City, Henan Province, People’s Republic of China, 475002

Item 2 (a).
NAME OF PERSON FILING:

   
This statement is filed by:
     
   
(i)
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of Common Stock, par value $0.001 per share ("Common Stock") directly owned by it;
     
   
(ii)
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
     
   
(iii)
Ardsley Offshore Fund Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
     
   
(iv)
Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy"), with respect to the shares of Common Stock directly owned by it;
     
    (v) 
Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands Corporation ("Ardsley Energy Offshore"), with respect to the shares of Common Stock directly owned by it;
     
   
(vi)
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and as Investment Adviser of AP II, Ardsley Institutional, Ardsley Energy and certain managed accounts, with respect to the shares of Common Stock directly owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and certain managed accounts;
     
   
(vii)
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II, Ardsley Institutional and Ardsley Energy; and
     
   
(viii)
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Energy, Ardsley Offshore, Ardsley Energy Offshore and the managed accounts and with respect to the shares of Common Stock owned by certain accounts managed by him directly.
     
   
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
 
 
 
 
CUSIP No.  169476207
 
13G/A
Page  11 of  18 Pages



Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore and Ardsley Energy Offshore is 262 Harbor Drive, Stamford, Connecticut 06902.
   
 
The address of the registered office of Ardsley Offshore and Ardsley Energy Offshore is Romasco Place, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.

Item 2(c).
CITIZENSHIP:

 
AP II, Ardsley Institutional and Ardsley Energy are Delaware limited partnerships.  Ardsley Offshore and Ardsley Energy Offshore are British Virgin Islands corporations.  Ardsley and Ardsley Partners are New York general partnerships.  Mr. Hempleman is a United States Citizen.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.001 per share

Item 2(e).
CUSIP NUMBER:
   
 
169476207

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

   
(a)
¨
Broker or dealer registered under Section 15 of the Act
   
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
   
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
   
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act
   
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940
   
(f)
¨
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
   
(g)
¨
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7
   
(h)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

If this statement is filed pursuant to Rule 13d-1(c), check the box:  x


 
 
 
CUSIP No.  169476207
 
13G/A
Page  12 of  18  Pages



Item 4.
OWNERSHIP.

 
A.
Ardsley Partners Fund II, L.P.
     
(a)
Amount beneficially owned:  827,900
     
(b)
Percent of class:  2.39%.  (The percentages used herein and in the rest of Item 4 are calculated based upon the 34,642,876 shares of Common Stock issued and outstanding as per the Company's Form 10-Q as of November 10, 2010, as filed with the Securities and Exchange Commission on November 15, 2010.)
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  827,900
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  827,900

 
B.
Ardsley Partners Institutional Fund, L.P.
     
(a)
Amount beneficially owned:  665,000
     
(b)
Percent of class:  1.92%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  665,000
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  665,000

 
C.
Ardsley Offshore Fund Ltd.
     
(a)
Amount beneficially owned:  73,200
     
(b)
Percent of class:  0.21%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  73,200
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  73,200

 
D.
Ardsley Partners Renewable Energy Fund, L.P.
     
(a)
Amount beneficially owned:  78,300
     
(b)
Percent of class:  0.23%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  78,300
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  78,300

 
E.
Ardsley Renewable Energy Offshore Fund, Ltd.
     
(a)
Amount beneficially owned:  21,100
     
(b)
Percent of class:  0.06%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  21,100
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  21,100

 
F.
Ardsley Advisory Partners
     
(a)
Amount beneficially owned:  1,705,000
     
(b)
Percent of class:  4.92%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,705,000
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  1,705,000


 
 
 
CUSIP No.  169476207
 
13G/A
Page  13 of  18  Pages



 
G.
Ardsley Partners I
     
(a)
Amount beneficially owned:  1,571,200
     
(b)
Percent of class:  4.54%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,571,200
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  1,571,200

 
H.
Philip J. Hempleman
     
(a)
Amount beneficially owned:  1,980,000
     
(b)
Percent of class:  5.72%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,980,000
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  1,980,000

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Ardsley, the Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and the Investment Adviser of certain managed accounts, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore, Ardsley Energy Offshore and the managed accounts, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Ardsley, the Investment Adviser of AP II, Ardsley Institutional and Ardsley Energy shares the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by AP II, Ardsley Institutional, and Ardsley Energy and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Ardsley Partners, the General Partner of AP II, Ardsley Institutional and Ardsley Energy, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
   
 
Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and the managed accounts.  Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G/A.


 
 
 
CUSIP No.  169476207
 
13G/A
Page  14 of  18  Pages



Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below I certify, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

 
 
 
 
CUSIP No.  169476207
 
13G/A
Page  15 of  18  Pages



SIGNATURES
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 

DATED:
as of February 14, 2011
  
   
 
ARDSLEY PARTNERS FUND II, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
ARDSLEY OFFSHORE FUND, LTD.
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   
 
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   


 
 
 
CUSIP No.  169476207
 
13G/A
Page  16 of  18  Pages



 
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   
 
ARDSLEY ADVISORY PARTNERS
   
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
   
 
ARDSLEY PARTNERS I
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
 
By:
/s/ Steve Napoli*
   
Steve Napoli
   
As attorney in fact for Philip J. Hempleman
   
 
*
Evidence of Power of Attorney was filed with the Schedule 13G/A/A filed on February 15, 2006
 
(Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.


 
 
 
CUSIP No.  169476207
 
13G/A
Page  17 of  18  Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
 
DATED:
as of February 14, 2011
  
   
 
ARDSLEY PARTNERS FUND II, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
ARDSLEY OFFSHORE FUND, LTD.
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   


 
 
 
CUSIP No.  169476207
 
13G/A
Page  18 of  18  Pages



 
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
   
 
BY:
ARDSLEY PARTNERS I,
  
   
GENERAL PARTNER
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Director
   
 
ARDSLEY ADVISORY PARTNERS
   
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
Partner
   
 
ARDSLEY PARTNERS I
   
 
By:
/s/ Steve Napoli
   
Steve Napoli
   
General Partner
   
 
PHILIP J. HEMPLEMAN, INDIVIDUALLY
   
 
By:
/s/ Steve Napoli*
   
Steve Napoli
   
Attorney-in-fact for Philip J. Hempleman
   
 
*
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006
 
(Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.