Attached files
file | filename |
---|---|
8-K - China Architectural Engineering, Inc. | v206298_8k.htm |
EX-3.1 - China Architectural Engineering, Inc. | v206298_ex3-1.htm |
EX-99.2 - China Architectural Engineering, Inc. | v206298_ex99-2.htm |
Exhibit
99.1
CHANGZHOU,
China, Dec. 17, 2010 -- China Architectural Engineering, Inc. (Nasdaq: CAEI), a
self-developer of online games and a provider of high-end building envelope
architectural systems, today announced that the Company's Board of Directors
approved a one for four (1-for-4) reverse split of the Company's common stock.
The Board's approval of the 1-for-4 reverse stock split followed approval
from the Company's stockholders at its 2010 Annual Meeting of Shareholders held
on December 7, 2010.
The
Company expects that the reverse stock split will come effective at 12:01 am EST
on December 21, 2010. The new CUSIP number for the Company's common stock
after the effective time of the reverse stock split will be 16937S
201.
The
reverse stock split is expected to reduce the Company's approximately 80.2
million issued and outstanding shares of common stock to approximately 20
million shares. In further action, the Board and stockholders approved a
reduction in the number of the Company's authorized common stock from 150
million shares to 100 million shares. Fractional shares will be "rounded
up" rather than redeem fractional shares with cash. The stock split will not
affect any stockholder's percentage ownership of CAE, other than any nominal
affect from rounding.
The
reverse split is intended to allow the Company to maintain its listing on the
NASDAQ Stock Market. On July 1, 2010, the Company received notice from The
NASDAQ Stock Market that it was not compliance with the listing standards of
NASDAQ due to the trading price of its common stock falling below the minimum
$1.00 bid price for 30 consecutive days, and that such continued non-compliance
would result in delisting of our common stock from the NASDAQ trading market.
The purpose of the reverse stock split is to increase the per-share bid price
such that to come into compliance with the $1.00 minimum bid price requirements
of NASDAQ.
Stockholders
of record as of the effective date of the reverse stock split will be sent a
transmittal letter from CAE's transfer agent with instructions on how to
exchange his or her certificate(s) (Old Certificates) for certificates
representing the appropriate number of post-reverse stock split shares (New
Certificates). The Company's transfer agent will act as the exchange agent in
implementing the exchange of those certificates. The transfer agent can be
reached at the following:
Computershare
Trust Company N.A.
250
Royall Street
Canton,
MA 02021
Toll
Free: (800) 962-4284
Outside
the US: (781) 579-3120
Banks,
brokers or other nominees are instructed to effect the reverse stock split for
their beneficial holders holding the shares of common stock in "street name" in
the same manner as registered stockholders whose shares of common stock are
registered in their names. Since these banks, brokers or other nominees
may have different procedures than registered stockholders for processing the
reverse stock split, any stockholder who holds shares of common stock with a
bank, broker or other nominee and has any questions in this regard are
encouraged to contact their bank, broker or other nominee.
About
China Architectural Engineering
China
Architectural Engineering, Inc. is a self-developer of online games and provider
of high-end building envelope architectural systems. Through its subsidiary,
Shanghai ConnGame Network, the Company leverages its innovative game engines,
scalable development platforms, and accomplished production teams to develop and
operate MMORPGs. The first game "Warring State" focuses on China's historic
themes and the second game "Revolution" focuses at Western fantasy style. The
Company also provides design, engineering, fabrication and installation services
of high-end curtain wall systems, roofing systems, steel construction systems,
and eco-energy systems. For further information on China Architectural
Engineering, Inc., please visit www.caebuilding.com.
Forward-Looking
Statements
In
addition to historical information, the statements set forth above may include
forward-looking statements that may involve risk and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statements. Actual results could differ materially from the expectations
contained in forward-looking statements as a result of risks and uncertainties,
including, but not limited to, the effect of the reverse stock split on the
trading price of the Company's stock; difficulties in moving into the online
gaming market; the Company's ability to integrate the personnel and operations
of the Company and ConnGame that was acquired in the third quarter 2010; the
Company's failure to make required payments under the waiver agreement and
ability to negotiate with the bondholders for an extension; the effect of
dilution if the conversion price of the bonds are adjusted downward due to the
Company's failure to comply with the waiver; the Company's ability to
successfully and timely develop and commercially launch its first MMORPG game;
identification and remediation of the Company's deficiencies and weaknesses in
its internal controls over financial reporting; ability to identify and secure
debt, equity, and/or other financing required to continue the operations of the
Company; reduction or reversal of the Company's recorded revenue or profits due
to "percentage of completion" method of accounting and expenses; increasing
provisions for bad debt related to the Company's accounts receivable;
fluctuation and unpredictability of costs related to our products and services;
adverse capital and credit market conditions; fluctuation and unpredictability
of costs related to the Company's products and services; expenses and costs
associated with its convertible bonds, regulatory approval requirements and
competitive conditions; and various other matters, many of which are beyond our
control. These and other factors that may result in differences are discussed in
greater detail in the Company's reports and other filings with the Securities
and Exchange Commission.
Investor Contact:
Email:
ir.caeinc@gmail.com