Attached files
| file | filename |
|---|---|
| EX-99.1 - China Architectural Engineering, Inc. | v196441_ex99-1.htm |
| EX-10.1 - China Architectural Engineering, Inc. | v196441_ex10-1.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): September
12, 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:
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0086-756-8538908
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
ITEM
5.02.
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
On
September 12, 2010, the following resignations of China Architectural
Engineering, Inc. (the “Company”) occurred,
with such resignations of being effective immediately and not being due to any
disagreement with the Company.
|
|
·
|
Luo
Ken Yi resigned as the Chief Executive Officer and Mr. Luo maintained his
position as President of the Company and a member of the Board of
Directors of the Company (the “Board”),
|
|
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·
|
Gene
Michael Bennett resigned as the Company’s Chief Financial Officer,
and
|
|
|
·
|
Zheng
Jin Feng and Zhao Bao Jiang each resigned as a
director.
|
On
September 12, 2010, the Company’s Board appointed Wing Lun (Alan) Leung to serve
as the Chief Executive Officer and director of the Company. The
Company also appointed Qin (Andy) Lu as the Acting Chief Financial Officer and
Corporate Secretary, who will serve as the Company searches for a permanent
replacement for the Chief Financial Officer position. In connection
with Mr. Bennett’s resignation, Mr. Bennett will receive severance equal to two
months of base salary at $15,000 per month. Mr. Bennett will also
enter into a waiver and general release agreement (the “Release Agreement”)
with the Company. The company also agreed to maintain his health and
major medical insurance coverage during the two months period.
In
addition, the Board also appointed the following individuals on September 12,
2010:
|
|
·
|
Ping
Xu as an independent director and as a member of the Audit Committee and
Nominating and Corporate Governance
Committee,
|
|
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·
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Shibin
Jo as an independent director and as a member of the Compensation
committee and a member and chairman of the Nominating and Corporate
Governance Committee, and
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|
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·
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Chen
Huang as an independent director and as a member of the Audit
Committee.
|
The Board
determined that Ping Xu, Shibin Jo and Chen Huang are independent directors in
accordance with the applicable rules of NASDAQ and are not related to any of the
Company’s executive officers or directors, nor have they been party to any
transaction requiring disclosure pursuant to Item 404(a) of Regulation
S-K.
Wing Lun
(Alan) Leung, 42, is the co-founder and Chief Executive Officer of Shanghai
ConnGame Network Co. Ltd. From February 2010 to the present, Mr.
Leung served on the board of directors of Game First International Corporation,
an online game distributor in Taiwan. From November 2008 to the
present, Mr. Leung served as the managing director of IAHGames HK Limited, an
online game distributor in Southeast Asia. From February 2008 to
October 2008, Mr. Leung was the Chief Executive Officer of Shanghai Holdfast
Online Information Technology Co., Ltd, a subsidiary of Shanda Interactive Co.
Ltd. From July 2007 to January 2008, Mr. Leung was the Chief
Operating Officer of China Youth Foundation Group and was the Chief Operating
Officer of CITIC Pacific Communication (Guangzhou) Co. Ltd, a subsidiary of
CITIC Pacific Limited from October 2005 to June 2007. Mr. Leung
has 22 years of experience in implementing IT projects and other consulting
services. Additionally, he has over ten years of experience in the
PRC online gaming industry. Mr Leung received a bachelor’s degree in
Computer Science from the University of London in 1990, a master’s degree in
Business Administration from City University London in 1994 and a master’s
degree in Electronic Commerce from the University of Hong Kong in
2002.
Qin
(Andy) Lu, 34, served as the Chief Operating Officer of Gaotime Corporate, a
financial information services and IT solution company, from January 2010 to
August 2010. Prior to that, Mr. Lu was a General Manager at Hong Yang
Education Ltd., a professional training and consulting company from March 2008
to December 2009. From November 2002 to February 2008, Mr. Lu served
as the Senior Business Director & Division Deputy General Manager at
Shanghai Wicresoft Co., Ltd. in Shanghai. Mr. Lu received a bachelor’s degree in
Electronic Engineering from Fudan University in 1999 and a master’s degree in
Business Administration from BI Norwegian School of Management in
2006.
In
connection with Mr. Leung’s appointment as Chief Executive Officer of the
Company, Mr. Leung and the Company entered into an Employment
Agreement. The Employment Agreement has an effective date of
September 1, 2010. According to the Employment Agreement, Mr. Leung
will receive an annual base salary of US$150,000. Mr. Leung will also
be entitled to reimbursement of reasonable business expenses and two weeks of
paid vacation annually. The Employment Agreement has a through August
31, 2013, subject to early termination by the Company and/or Mr. Leung with the
required amount of notice as set forth the Employment Agreement. In
addition, Mr. Leung will be subject to non-competition and client and employee
non-solicitation clauses during his employment with the Company and for certain
periods of time after the termination of employment.
2
ITEM
7.01 REGULATION
FD DISCLOSURE.
On
September 13, 2010, the Company issued a press release announcing the new
officer and director appointments. 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
9.01
(d) Exhibits
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Exhibit
Number
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Description
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|
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10.1
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Employment
Agreement dated September 12, 2010 entered into by and between Wing Lun
(Alan) Leung and the Company.
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|
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99.1
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Press
Release dated September 13,
2010
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3
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.
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Date: September
13, 2010
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CHINA
ARCHITECTURAL ENGINEERING, INC.
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|
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By:
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/s/ Wing Lun (Alan)
Leung
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Name:
|
Wing
Lun (Alan) Leung
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|
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Title:
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Chief
Executive Officer
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4