Attached files
| file | filename |
|---|---|
| EX-3.1 - China Architectural Engineering, Inc. | v195073_ex3-1.htm |
| EX-99.1 - China Architectural Engineering, Inc. | v195073_ex99-1.htm |
| EX-21.1 - China Architectural Engineering, Inc. | v195073_ex21-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): August
18, 2010
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33709
|
51-05021250
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
105
Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s
Republic of China
|
N/A
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
Registrant’s
telephone number, including area code:
|
0086-756-8538908
|
N/A
(Former
Name or Former Address, If Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
On August
18, 2010, pursuant to a stock purchase agreement (the “Agreement”) which was
entered into on August 11, 2010 by and among China Architectural Engineering,
Inc. (the “Company”), First Jet
Investments Limited, a company organized under the laws of the British Virgin
Islands (“First
Jet”), New Crown Technology Limited, First Jet’s wholly-owned subsidiary
(“New Crown”)
and Mr. Jun Tang, the principal of First Jet and New Crown, the Company
completed its acquisition of 60% of the issued and outstanding shares of New
Crown, which is the holder of 100% of the equity interests of Shanghai ConnGame
Network Ltd. (“ConnGame”). In
exchange for the 60% equity interest of New Crown, the Company issued 25,000,000
shares of the Company’s common stock, $0.001 par value per share, to First
Jet. ConnGame is a company organized under the laws of the People’s
Republic of China with a registered capital of RMB
10,000,000. ConnGame is a developer and publisher of MMORPG
(Massively Multiplayer Online Role Playing Game). As a result of the
transaction, First Jet became the Company’s largest shareholder.
Additional
information regarding this acquisition can be found in the Company’s Quarterly
Report on Form 10-Q, filed with the SEC on August 16, 2010 (“June 30, 2010 Quarterly
Report”), which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On August
18, 2010, the Company issued 25,000,000 shares of the Company’s common stock,
par value $0.001, to First Jet in exchange for 60% equity interest holding in
New Crown, which is the 100% equity holder of ConnGame, in accordance with the
terms of the Agreement. The shares were issued in reliance upon an
exemption from registration pursuant to Regulation S of the Securities Act of
1933, as amended. The Company complied with the conditions of Rule 903 as
promulgated under the Securities Act including, but not limited to, the
following: (i) the recipient of the shares is a non-U.S. resident and will not
offered or sold their shares in accordance with the provisions of Regulation S;
(ii) an appropriate legend will be affixed to the securities issued in
accordance with Regulation S; (iii) the recipient of the shares will represent
that it is not acquiring the securities for the account or benefit of a U.S.
person; and (iv) the recipient of the shares will agree to resell the securities
only in accordance with the provisions of Regulation S, pursuant to a
registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or
pursuant to an available exemption from registration. The Company refused to
register any transfer of the shares not made in accordance with Regulation S,
after registration, or under an exemption.
Item
5.01 Changes in Control of Registrant.
On August
18, 2010, as a result of the issuance of the Company’s common stock to First Jet
to acquire 60% equity interest of New Crown, First Jet became the largest
stockholder of the Company with 25,000,000 shares, or approximately 31.2% of our
outstanding common stock immediately after the issuance, replacing KGE Group
Ltd. as our largest stockholder.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As
reported in the Company’s June 30, 2010 Quarterly Report, the board of directors
of the Company appointed Mr. Jun Tang as a member and Chairman of the Board of
Directors of the Company, effective upon the closing of the acquisition, which
occurred on August 18, 2010. Immediately prior to the effective
time of Mr. Jun Tang’s appointment, Luo Ken Yi resigned as the Chairman of the
Board of Directors but remains as a member of the Board. In addition,
Mr. Tang Nianzhong resigned as a member of the Board of Directors to ensure that
the Company has a majority of independent directors on the Board in compliance
with Nasdaq continued listing standards.
Mr. Jun
Tang, 47, the sole shareholder of First Jet, currently serves as the President
and Chief Executive Officer of New Huadu Group, Fujian. From 2004 to 2008, Mr.
Tang served as President of Shanghai SNDA (Nasdaq: SNDA), an interactive
entertainment media company in China. Prior to that, he served as President of
Microsoft China Co., Ltd from 2002 to 2004. From 1997 to 2002, he served as
General Manager of Microsoft Global Technical Engineering Center, and from 1994
to 1997 he served as Senior Project Manager for Microsoft US. Mr. Tang received
his doctorate degree, master’s degree and bachelor’s degree in the U.S., Japan
and China, respectively.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August
9, 2010, the Board of Directors approved an amendment to our Certificate of
Incorporation (as amended, the “Certificate of
Incorporation”) to increase the total number of authorized shares of
common stock of the Company from 100,000,000 shares to 150,000,000 shares (the
“Amendment”),
contingent upon the closing of the acquisition. The Amendment
was previously approved by written consent by our stockholders on January 18,
2010.
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On August
20, 2010, the
Company filed with the Secretary of State of the State of Delaware a Certificate
of Amendment to its Certificate of Incorporation reflecting the increase of
authorized common stock. A copy of the Amendment is attached hereto
as Exhibit 3.1
Item
7.01 Regulation FD Disclosure.
On August
24, 2010, the Company issued a press release announcing the
closing of the ConnGame acquisition. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and the information
therein is incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
financial statements of ConnGame required by this Item will be filed by
amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this Current Report on Form 8-K is required to be
filed.
(b)
Pro Forma Financial Information.
The
unaudited pro forma financial information required by this Item will be filed by
amendment to this Current Report on Form 8-K report not later than 71 days after
the date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits
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Exhibit
Number
|
Description
|
|
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3.1
|
Amendment
to Certificate of Incorporation of China Architectural Engineering,
Inc.
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|
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21.1
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Subsidiaries
of China Architectural Engineering, Inc.
|
|
|
99.1
|
Press
Release dated August 24,
2010.
|
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date: August 24,
2010
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CHINA
ARCHITECTURAL ENGINEERING, INC.
|
|
By:
/s/ Luo Ken Yi
|
|
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Name: Luo Ken Yi |
|
|
Title: Chief
Executive Officer
|
|
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