UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
x
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007
OR
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE TRANSITION PERIOD FROM ___________
TO ___________
COMMISSION
FILE NO. 001-33709
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
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51-05021250
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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105
Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s
Republic of China
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE:
0086-756-8538908
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title
of Each Class
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Name
of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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American
Stock Exchange
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SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant
to
Section 13 or Section 15(d) of the Act.
Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required
to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was
required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
x
|
Smaller
reporting company
o
|
|
|
(Do
not check if a smaller
|
|
|
|
reporting
company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12b-2 of the Act).
Yes
o
No
x
The
registrant’s common stock commenced trading on the American Stock Exchange on
September 28, 2007. The aggregate market value of the registrant's issued
and
outstanding shares of common stock held by non-affiliates of the registrant
as
of March 28, 2008 (based on the price at which the registrant’s common stock was
last sold on such date) was approximately $100,247,992.
There
were 51,783,416 shares outstanding of the registrant’s common stock, par value
$0.001 per share, as of March 28, 2008. The registrant’s common stock is listed
on the American Stock Exchange under the ticker symbol “RCH.”
DOCUMENTS
INCORPORATED BY REFERENCE: None.
Explanatory
Note
:
This
Form 10-K/A for is being filed in order to complete Part III of Form 10-K
filed
with the Securities and Exchange Commission on March 31, 2008 (the “Original
Filing”) and fully comply with all required information pursuant to Regulation
S-K and Section 13 or 15(d) of the Securities Exchange Act of 1934. This
Amendment contains only the sections to the Original Filing which are being
amended, and those unaffected parts or exhibits are not included
herein.
CHINA
ARCHITECTURAL ENGINEERING, INC.
TABLE
OF CONTENTS TO ANNUAL REPORT ON FORM 10-K /A
For
the Fiscal Year Ended December 31, 2007
ITEM
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Page
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PART III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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3
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Item
11.
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Executive
Compensation
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6
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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10
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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12
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Item
14.
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Principal
Accounting Fees and Services
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13
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PART IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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Signatures
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14
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PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following individuals constitute our board of directors and executive
management:
Name
|
|
Age
|
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Position
|
Luo
Ken Yi
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51
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Chief
Executive Officer, Chief Operating Officer and Chairman of the
Board
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Tang
Nianzhong
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45
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Director
and Vice President, China Operations
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Ye
Ning
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51
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Director
and Vice President
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Li
Guoxing
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34
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General
Manager of Design
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Bai
Fei
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36
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General
Manager of China Marketing
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Wang
Zairong
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55
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Chief
Technology Officer
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Feng
Shu
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71
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Research
and Development Supervisor
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Charles
John Anderson
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54
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President,
U.S. Operations
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Xinyue
Jasmine Geffner
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35
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Chief
Financial Officer
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Zheng
Jinfeng
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72
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Director
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Zhao
Bao Jiang
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67
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Director
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Kelly
Wang
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38
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Director
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Luo
Ken Yi
has
been
Chief Executive Officer, Chief Operating Officer and Chairman of the Board
since
1992. He served as Project Manager and Production Manager at P.X. Engineering,
Inc. in the U.S from 1989 to 1991. Mr. Luo founded Kangbao Electronics
Co., Ltd.
in Shunde, Guangdong, China, where he served as Chief Engineer, Technical
Manager, Vice Manager General and Deputy President from 1986 to 1989. Mr.
Luo
founded us in 1992 and served as Chief Managing Director. Later, he studied
steel supported glass curtain wall design in the U.S. and Europe 1992 to
1994.
He was appointed Vice President of the Architectural Glass and Metal Structure
Institute of Qinghua University in 1999. In 2000 he was appointed by the
Chinese
Ministry of Construction to head the committee on creating national standards
for the glass curtain wall industry. Mr. Luo and the Company own over 62
patents
related to building envelope systems technology. He was honored as one
of the
“Ten Great Leaders in Technology” and has published numerous books and articles.
Luo Ken Yi studied Medicine at the Guangzhou University of Chinese Medicine,
graduating in 1983, and Mechanical Engineering at Bunker Hill Community
College,
graduating in 1988. Mr. Luo received an MBA from Australia Murdoch University
in
1998.
Tang
Nianzhong
has been
Vice President, China Operations and a Director since October 1995. From
1986 to
1994, he worked in the bone surgery department of the Nanhai People’s Hospital
in Foshan. From 1994 to 1995 he was Vice General Manager of Foshan Xinhua
Advertising Co., Ltd. In 1995 he joined us, where he has served as Production
Manager, Sales Manager, Project Manager, Administration Manager and Vice
General
Manager. Tang Nianzhong graduated from the Guangzhou University of Chinese
Medicine, Department of Medicine, in 1986. In 1999 he received his MBA
from
Murdoch University in Australia.
Ye
Ning
has been
Vice President and a Director since January 1993. From 1983 to 1988 he
served on
the staff of the Guangzhou Institute of Physical Education. From 1988 to
1993 he
worked in the orthopedics department of the Nanhai People’s Hospital in Foshan.
In 1993 he joined us, where he has served as Project Manager, Operations
Manager, Purchasing Manager and Vice General Manager. Ye Ning graduated
from the
Guangzhou University of Chinese Medicine, Department of Medicine in
1983.
Li
Guoxing
has been
Vice General Manager of Design since 2001. In 1998 he joined us, where
he has
worked and served as Designer, Chief Engineer, and Leader of the Design
Institute prior to becoming our Vice General Manager of Design. From 1996
to
1998 he was a designer at the Guizhou Chemical Design Institute. Li Guoxing
graduated from Guizhou Technology University with a degree in Civil Engineering
in 1996 and earned an MBA from the Royal Canadian College in 2003.
Bai
Fei
has been
Vice General Manager of Marketing since May 2004. From May 2004 until March
2005, he also served as the General Manager of our Beijing Branch. Prior
to
that, he served as the Marketing Manager of the Beijing Branch from June
2003 to
May 2004 and as the Technical Manager of the Beijing Branch from February
2002
to June 2003. Bai Fei also served as our Assistant General Manager from
July
2001 to February 2002 and as our Technical Manager from October 1995 to
July
2001. In 1994 he worked briefly as a designer for the Guizhou Institute
of
Architectural Science and Research before moving on to work as a Manager
of
Decoration and Construction in the Aerospace department of the Liyang Group
Decorated Project Company until 1995. Bai Fei graduated from Guizhou
Broadcasting and Television University with a major in Industrial and Civil
Architecture in 1994.
Wang
Zairong
has
served as our Chief Technology Officer and General Engineer October 2003.
He has
also served as our Factory Director of Production since February 2003.
From
August 2001 to February 2003, he served as our Vice Manager of Engineering
(Beijing Branch). Prior to that, he served as our Scheduling Officer of
Engineering from August 1999 to August 2001 and our Production Manager
from
August 1997 to August 1999. From 1993 to 1997 he was Senior Engineer and
Vice
General Manager of Technology at Yuantongqiao (Huizhou) Industrial Co.,
Ltd.
From 1982 to 1993 Mr. Wang was a System Structure Designer at the Xi’an
Aerospace Ministry. From 1980 to 1982 he was a mechanical designer at Xi’an
Physics and Space Research Institute and from 1977 to 1979 he was a mechanical
designer at Xi’an Research Institute of Mechanical Engineering. Wang Zairong
graduated Qinghua University with a degree in Mechanical Engineering in
1977.
Feng
Shu
has been
Research and Development Supervisor since May 1998. She graduated from
the Civil
Engineering Department of National Qinghua University in 1960. She is a
member
of the Construction Glass and Metal Structure Research Committee of National
Qinghua University and is a professor at the Civil Engineering Academy
of
Nanchang University. Feng Shu joined us in 1998, where she has served as
Supervisor of Research and Development. She is also Administrative Director
and
Secretary General of Jiangxi Mechanics Academy and Vice Superintendent
of
Jiangxi Huajie Architecture Design Co., Ltd.
Xinyue
Jasmine Geffner, CFA
has been
Chief Financial Officer since March 3, 2008. She has experience in the
investment and commercial banking industry covering a variety of sectors
and has
advised companies in Mainland China and the Americas region on mergers
and
acquisitions, capital raising, and other financing activities. From August
2004
to February 2008, Ms. Geffner headed the China Desk for HSBC Bank USA in
the
Americas region, where she led a team responsible for development and promotion
of cross-border business activities, such as mergers and acquisitions and
capital raising, between companies in China and the Americas. From August
1999
to June 2003, Ms. Geffner worked in the Investment Banking Group of Dresdner
Kleinwort Wasserstein, which is the international investment banking arm
of
Dresdner Bank. She has also held positions as Calyon, a global bank, in
addition
to Merrill Lynch and Furman Selz (ING). Ms. Geffner is a Chartered Financial
Analyst (CFA) and holds Series 7 and Series 63 license from FINRA. Ms.
Geffner
joined the Board of the Hong Kong Association of New York in 2007. Ms.
Geffner
earned her MBA from New York University's Stern School of Business in 1997,
double majoring in Finance and Accounting, and she earned her Bachelor
of
Business Administration from City University of New York, Baruch College
in
1994.
Charles
John Anderson
has
served as President of CAE Building Systems, Inc., a wholly-owned subsidiary
of
the Company, since February 2008. He has worked in the building envelope
industry for more than 33 years. His career began in 1974 and he has experience
in sales, estimating, engineering, manufacturing, testing, quality control,
installation, project management, contract administration and executive
management. Prior to joining the Company, Mr. Anderson worked as a senior
consultant for Israel Berger & Associates, LLC, specializing in building
envelope evaluation. From 1996 to 2004, Mr. Anderson worked for Glassalum
International Corporation, a custom curtain wall manufacturing and installation
company, where he was responsible for coordinating engineering, manufacturing
and project management activities. While at Glassalum International Corporation,
Mr. Anderson served in various positions, including President and Chief
Operating Officer. In 1987, Mr. Anderson founded Building Research, Inc.,
which
provided consulting, testing and inspection services from inception to
1992. Mr.
Anderson also worked for other companies in the curtain wall and related
industries, including Midwest Curtain walls, Inc., Ampat Group, Inc.,
Construction Research Laboratory, Inc., and Miami Testing Laboratory,
Inc.
Zheng
Jinfeng
has
served as a director of the Company since July 2007. Since 2000, Mr. Zheng
has
served as the chief engineer of the China Construction Metal Structure
Association and the Aluminum Door, Window and Curtain Wall Association.
Since
that time he has also served as the chief technology expert on the Technology
Expert Committee of the Chinese Construction Department. From 1988 to 2000,
Mr.
Zheng was the vice-president and secretary-general of the China Construction
Metal Structure Association and a director of the Aluminum Door, Window
and
Curtain Wall Association. From 1979 to 1988, Mr. Zheng was the deputy director
of the Metal Structure Office of the Chinese Construction Metal Structure
Office
and a vice-president of the China Construction Metal Structure Association.
Mr.
Zheng has a degree in Architecture and Mechanical Engineering from the
Tangshan
Tiedao Institute.
Zhao
Bao Jiang
has
served as a director of the Company since
July
2007.
Since 2003, Mr. Zhao has served as president of the China Association of
City
Planning, vice-president of the China Association of Mayors, and vice-president
of the China Environmental Protection Federation. From 1997 to 2002, Mr.
Zhao
served as vice minister of the Ministry of Construction of China. From
1993 to
1997, Mr. Zhao was the vice-governor of the Hubei province and mayor of
Wuhan
city. From 1985 to 1993, Mr. Zhao served as vice mayor, of Wuhan. Mr. Zhao
graduated from the Department of Agriculture of Qinghua University in 1966.
Kelly
Wang
has
served as a director of the Company since July 2007. Since March 2007,
Ms. Wang
has served as the manager in Financial Reporting for Starbucks Corporation.
Prior to joining Starbucks, Ms. Wang served as the manager of technical
accounting and SEC reporting of Flow International Corporation from August
2005
to March 2007. From May 2001 to August 2005, Ms. Wang was an assurance
manager
at Ernst & Young LLP. Ms. Wang received a B.S. in International Finance from
the Shanghai University of Finance and Economics in 1992 and an MBA from
the
University of Hawaii at Manoa in 1997 and is a certified public accountant
in
California and Washington.
Family
Relationships
None
The
Board of Directors and Committees
Board
Composition
Subject
to certain exceptions, under the listing standards of the American Stock
Exchange (“AMEX”), a listed company’s board of directors must consist of a
majority of independent directors. We are exempt from this requirement
because
we are considered a “controlled company” pursuant to Section 801(a) of the AMEX
Company Guide as one of our shareholders, KGE Group Limited, owns more
than 50%
of our voting power. Our Board of Directors has determined that three of
the six
members of our Board of Directors are independent under the listing standards
of
AMEX, as follows: Zheng Jinfeng,
Zhao
Bao
Jiang
and
Kelly Wang.
Audit
Committee
We
established our audit committee in July 2007. The audit committee consists
of
Zheng
Jinfeng,
Zhao
Bao
Jiang
,
and
Kelly Wang, each of whom is an independent director. Kelly Wang is an “audit
committee financial expert” as defined under Item 407(d) of Regulation S-K. The
purpose of the audit committee is to represent and assist our board of
directors
in its general oversight of our accounting and financial reporting processes,
audits of the financial statements and internal control and audit functions.
The
audit committee’s responsibilities include:
·
|
The
appointment, replacement, compensation, and oversight of work of
the
independent auditor, including resolution of disagreements between
management and the independent auditor regarding financial reporting,
for
the purpose of preparing or issuing an audit report or performing
other
audit, review or attest services.
|
·
|
Reviewing
and discussing with management and the independent auditor various
topics
and events that may have significant financial impact on our company
or
that are the subject of discussions between management and the
independent
auditors.
|
Our
Board
of Directors does not maintain a separate nominating or compensation committee.
Functions and duties customarily performed by such committees are performed
by a
majority of our independent directors in compliance with the requirements
for
listing on AMEX. Such responsibilities include:
·
|
The
design, review, recommendation and approval of compensation arrangements
for our directors, executive officers and key employees, and for
the
administration of any equity incentive plans, including the approval
of
grants under any such plans to our employees, consultants and
directors.
|
·
|
The
review and determination of compensation of our executive officers,
including our Chief Executive Officer.
|
·
|
The
selection of director nominees, the approval of director nominations
to be
presented for shareholder approval at our annual general meeting
and
filling of any vacancies on our board of directors, the consideration
of
any nominations of director candidates validly made by shareholders,
and
the review and consideration of developments in corporate governance
practices.
|
Section
16(A) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers
to file
reports of holdings and transactions in our stock with the SEC. Based on
a
review of written representations from our executive officers and directors,
other
than (i) a joint Form 3 and one transaction on a joint Form 5 for shares
beneficially owned by KGE Group Limited, Luo Ken Yi, Tang Nianzhong, and
Ye Ning
and (ii) a Form 3 for each of Li Guoxing, Bai Fei, Wang Zairong, Feng Shu,
Zheng
Jinfeng, Zhao Bao Jiang, and Kelly Wang,
we believe that during the
fiscal year ended December 31, 2007, our directors, officers and owners
of more
than 10% of our common stock complied with all applicable filing
requirements.
Code
of Business Conduct and Ethics
Our
board
of directors has adopted a code of ethics, which applies to all our directors,
officers and employees. Our code of ethics is intended to comply with the
requirements of Item 406 of Regulation S-K. Our code of ethics is posted
on our
Internet website at
www.caebuilding.com
.
We will
provide our code of ethics in print without charge to any stockholder who
makes
a written request to: Chief Financial Officer, China Architectural Engineering,
Inc., 105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070, People’s Republic of
China. Any waivers of the application and any amendments to our code of
ethics
must be made by our board of directors. Any waivers of, and any amendments
to,
our code of ethics will be disclosed promptly on our Internet
website.
ITEM
11. EXECUTIVE COMPENSATION
Compensation
Discussion and Analysis
Our
Chief
Executive Officer, Chief Operating Officer and Chairman of the Board, Luo
Ken
Yi, determined the compensation for our current executive officers that
was
earned and paid in fiscal 2007 and 2006 and our Board of Directors approved
the
compensation. Compensation for our current executive officers is
determined with the goal of attracting and retaining high quality executive
officers and encouraging them to work as effectively as possible on our
behalf. Key areas of corporate performance taken into account in setting
compensation policies and decisions are growth of sales, cost control,
profitability, and innovation. The key factors may vary depending on which
area of business a particular executive officer’s work is focused on.
Compensation is designed to reward executive officers for successfully
meeting
their individual functional objectives and for their contributions to our
overall development. For these reasons, the elements of compensation of
our executive officers are salary and bonus.
Salary
is
paid to cover an appropriate level of living expenses for the executive
officers
and the bonus is paid to reward the executive officer for individual and
company
achievement. Accordingly, the amount of salary received by our executive
officers has traditionally been lower than the amount of the bonus. For
fiscal
2007, Luo Ken Yi, Ye Ning and Tang Nianzhong received a salary of $57,423,
$49,220, and 49,220, respectively, as compared to $53,786, $46,102, and
$38,418,
respectively, for fiscal 2006.
With
respect to the amount of a bonus, Luo Ken Yi evaluates our company’s
achievements for the fiscal year based on performance factors and results
of
operations such as revenues generated, cost of revenues, net income, and
whether
we obtain significant contracts. Luo Ken Yi also conducts a monthly and
annual
evaluation of the achievement level of an executive based on individual
performance measurements, such as contribution to the achievement of the
company’s goals and individual performance metrics based on their positions and
responsibilities. Bonuses are paid at the end of each fiscal year. For
the
fiscal 2007, Luo Ken Yi received a bonus of $nil, as compared to a bonus
of
$159,245 received for fiscal 2006. Each of Ye Ning and Tang Nianzhong received
a
bonus of $nil and $nil, as compared to bonuses of $72,354 and $79,402,
respectively, for fiscal 2006. Since all three executives became shareholders
of
a public company, they decided not to accept any bonus in 2007.
We
believe that the salaries paid to our executive officers during 2007, 2006,
and
2005 are indicative of the objectives of our compensation program and reflect
the fair value of the services provided to our company, as measured by
the local
market in China, Hong Kong, the United States and those other areas where
our
executive officers may work. We determine market rate by conducting a
comparison with the local geographic area averages and industry averages
these
countries. Since we have become a publicly reporting company, we
have no specific plans to provide raises. Although no specific plans have
yet been discussed, we may adopt such a plan to provide raises to our executive
officers in the future. Adopting higher compensation in the future may be
based on the increased amount of responsibilities to be assumed by each
of the
executive officers as we expand our operations and continue as a publicly
reporting company.
Executive
compensation for 2008 will follow the same evaluation methods as were used
for
2007. We may adjust our bonus evaluations upwards, but, in such case, we
do not
intend to increase it by more than 10%. That determination would likely
be made
towards the end of the fiscal year. We may also expand the scope of our
compensation, such as the possibility of granting options to executive
officers
and tying compensation to predetermined performance goals.
Our
board
of directors does not currently have a compensation committee. We anticipate
that our board of directors will establish a compensation committee in
fiscal
2008 that will be comprised of non-employee members of our board of directors.
Our current expectation is that the compensation committee of our board
of
directors will perform, at least annually, a strategic review of the
compensation program for our executive officers to determine whether it
provides
adequate incentives and motivation to our executive officers and whether
it
adequately compensates our executive officers relative to comparable officers
in
other companies with which we compete for executives. Those companies may
or may
not be public companies or companies located in the PRC or even, in all
cases,
companies in a similar business. Until such time as a formal compensation
program and committee is established, which we expect will occur in 2008,
the
independent directors of our board of directors will approve the structure.
After the compensation committee is formed, it will determine the structure.
Our
board has established a compensation program for executive officers for
2008
that is designed to attract, as needed, individuals with the skills necessary
for us achieve our business plan, to motivate those individuals, to reward
those
individuals fairly over time, and to retain those individuals who continue
to
perform at or above the levels that we expect. For 2008, bonuses for
executive officers will be based on company and individual performance
factors,
as described above, and will be based on a formula such that the amount
of the
bonus will be equal to the lower of a pre-determined dollar amount or a
percentage of revenues and net income.
Summary
Compensation Tables
The
following table sets forth information concerning the compensation for
the three
fiscal years ended December 31, 2007, 2006, and 2005 of the principal executive
officer, principal financial officer, in addition to our three most highly
compensated officers whose annual compensation exceeded $100,000, and up
to two
additional individuals for whom disclosure would have been required but
for the
fact that the individual was not serving as an executive officer of the
registrant at the end of the last fiscal year.
Name
and Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Luo
Ken Yi
|
|
|
2007
|
|
$
|
57,423
|
|
$
|
-
|
|
$
|
57,423
|
|
Chief
Executive Officer, Chief Operating Officer
|
|
|
2006
|
|
|
53,786
|
|
|
159,245
|
|
|
213,031
|
|
and
Chairman of the Board
|
|
|
2005
|
|
|
52,500
|
|
|
24,783
|
|
|
77,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wang
Xin(1)
|
|
|
2007
|
|
$
|
14,201
|
|
$
|
-
|
|
$
|
14,201
|
|
Chief
Financial Officer
|
|
|
2006
|
|
|
11,679
|
|
|
8,743
|
|
|
20,422
|
|
|
|
|
2005
|
|
|
11,301
|
|
|
6,196
|
|
|
17,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ye
Ning
|
|
|
2007
|
|
|
49,220
|
|
$
|
-
|
|
|
49,220
|
|
Vice
President and Director
|
|
|
2006
|
|
|
46,102
|
|
|
72,354
|
|
|
118,456
|
|
|
|
|
2005
|
|
|
22,305
|
|
|
9,193
|
|
|
31,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tang
Nianzhong
|
|
|
2007
|
|
|
49,220
|
|
$
|
-
|
|
|
49,220
|
|
Vice
President, China Operations and Director
|
|
|
2006
|
|
|
38,418
|
|
|
79,402
|
|
|
117,820
|
|
|
|
|
2005
|
|
|
22,305
|
|
|
12,392
|
|
|
34,697
|
|
(1)
|
Wang
Xin resigned as Chief Financial Officer was reassigned to be the
Controller of our China operations in March 2008, and Xinyue Jasmine
Geffner became the new Chief Financial Officer at such
time.
|
Grants
of Plan-Based Awards in 2007
There
were no option grants in 2007.
Outstanding
Equity Awards at 2007 Fiscal Year End
There
were no option exercises or options outstanding in 2007.
Option
Exercises and Stock Vested in Fiscal 2007
There
were no option exercises or stock vested in 2007.
Employment
Agreements
We
have
employment agreements with the following persons and terms:
·
|
Luo
Ken Yi is paid $52,500 annually pursuant to a three-year agreement
that
expires on December 31, 2009;
|
·
|
Tang
Nianzhong is paid $41,250 annually pursuant to a three-year agreement
that
expires on December 31, 2009;
|
·
|
Ye
Ning is paid $41,250 annually pursuant to a five-year agreement
that
expires on December 31, 2009;
|
·
|
Li
Guoxing is paid $37,500 annually pursuant to a three-year agreement
that
expires on January 1, 2009;
|
·
|
Bai
Fei is paid $22,500 annually pursuant to a five-year agreement
that
expires on December 31, 2009;
|
·
|
Wang
Zairong is paid $10,500 annually pursuant to a one-year agreement
that
expires on December 31, 2008; and
|
·
|
Feng
Shu is paid $11,400 annually pursuant to a three-year agreement
that
expires on December 31, 2008.
|
Pursuant
to each of the foregoing person’s employment agreement with us, we also agreed
to pay for we may terminate the agreement if, among other things, the executive
neglects his or her duties, violates our rules and regulations, is convicted
of
a criminal, or undergoes bankruptcy.
In
addition, none of the agreements provide for severance upon
termination.
In
addition, we entered into an employment agreement with Xinyue Jasmine
Geffner
and Charles John Anderson on March 12, 2008. Pursuant to her agreement,
which is
for a term of two years, Ms. Geffner is paid approximately $107,871 annually.
We
also agreed to pay Ms. Geffner an annual housing allowance in the amount
of
HK$720,000, which is equal to approximately US$92,461, and an annual
cash bonus
that will be no less than HK$400,000, which is equal to approximately
US$51,367.
We also agreed to issue Ms. Geffner 70,000 shares as a signing bonus.
Ms.
Geffner will also receive an additional 70,000 shares of common stock
on the
one-year anniversary of her agreement, in addition to being eligible
to receive
additional issuances of a minimum of 60,000 shares on each of the first
and
second anniversary of the agreement if she has performed her services
under the
agreement to the satisfaction of our Chief Executive Officer and the
Board of
Directors. Shares issued or transferred to Ms. Geffner will be subject
to lock
up restrictions for a period of twelve months.
Mr.
Anderson’s employment agreement has a term of five years and it will
automatically renew for successive one-year periods thereafter unless either
party provides 180-day prior written notice or unless terminated earlier
in
accordance with agreement. During the term of the Anderson Agreement, either
party may terminate the agreement with 120-day prior written notice. According
to the Anderson Agreement, Mr. Anderson will receive an annual base salary
of
$190,000, in addition to a commission that will be based on all cash received
by
the Company on all sales of our goods or services made pursuant to contracts
originated primarily as the result of the efforts of Mr. Anderson during
the
term of the agreement (“Employee Sales”). Mr. Anderson will receive a cash
payment equal to one-half percent (0.50%) of Employee Sales up to $20 million
per annum. Mr. Anderson’s commission rate is adjusted to one-quarter percent
(0.25 %) for Employee Sales in excess of $20 million per annum. Mr. Anderson
will receive his commission payments in three installments, as follows:
(i) the
first payment will be 50% of the total commissions for a contract and will
be
paid once we receive the first payment from the customer, provided that,
however, the first payment on each contract cannot exceed a total of US$100,000;
(ii) the second payment will be 80% of total commissions, on a cumulative
basis,
of a such contract, including any amounts paid in the first payment, and
will be
paid once we receive payment of at least 50% of the total payments due
under the
contract; and (iii) the third and final payment will be for the remaining
20% of
the total commissions for the contract and will be paid once we receive
the last
payment from the customer.
Mr.
Anderson will also receive each year a number of shares of our common stock
that
is equal to (i) twice the amount of Mr. Anderson’s total commissions on US sales
for the year divided by (ii) the closing trading price of our common stock
on
December 31 on such year; provide that, however, the US sales for purposes
of
this calculation will be capped at $50 million. All shares received by
Mr.
Anderson will be subject to a twelve-month lock up restriction. Mr. Anderson
will be eligible to receive an annual bonus at the sole discretion of the
Chief
Executive Officer and Board of Directors.
Director
Compensation
Name
|
|
Fees
Earned or Paid in Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All
Other Compensation
($)
|
|
Total
($)
|
|
Zheng
Jinfeng
|
|
|
20,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
Zhao
Bao Jiang
|
|
|
20,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
Kelly
Wang
|
|
|
20,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
We
have a
policy to pay our non-employee directors $20,000 per year as cash consideration
for serving on the Board of Directors. We further agree to reimburse all
reasonable travel and other expenses incurred for attendance at a board
or
committee meeting, and we agree to pay the fees and documented reimbursements
within a reasonable time and in accordance with our current payment practices.
Directors are also eligible to participate in our 2007 Equity Incentive
Plan. To
date, we have not granted any options to Directors, but may do so in the
future.
2007
Equity Incentive Plan
We
adopted the China Architectural Engineering, Inc. 2007 Equity Incentive
Plan in
July 2007. The equity incentive plan became effective upon adoption and
will
terminate upon the earliest of (i) the expiration of the 10-year period
measured
from the date we adopted the plan, (ii) the date on which all shares available
under the plan have been issued as vested shares, or (iii) the termination
of
all outstanding options in connection with a change in our ownership or
control.
The equity incentive plan authorizes the issuance of options to purchase
shares
of common stock under the Option Grant Program and the grant of stock awards
under the Stock Issuance Program. Under the Option Grant Program no option
will
have a term in excess of 10 years measured from the date the option is
granted
and no participant can receive more than 2,000,000 shares in any calendar
year.
Under the Stock Issuance Program, shares of our common stock may be issued
through direct and immediate issuance without any intervening options grants.
Administration
of the equity incentive plan is carried out by our Board of Directors or
any
committee of the Board of Directors to which the Board of Directors has
delegated all or a portion of responsibility for the implementation,
interpretation or administration of the equity incentive plan. Our employees,
officers and directors (including employees, officers and directors of
our
affiliates) are eligible to participate in the equity incentive plan. The
administrator of the equity incentive plan will select the participants
who are
granted stock options or stock awards and, consistent with the terms of
the
equity incentive plan, will establish the terms of each stock option or
stock
award. The maximum period in which a stock option may be exercised will
be fixed
by the administrator. Under the equity incentive plan, the maximum number
of
shares of common stock that may be subject to stock options or stock awards
is
5,000,000. As of December 31, 2007, we have not granted any securities
under the
equity incentive plan.
Equity
Compensation Plan Information
The
following table sets forth certain information as of December 31, 2007 with
respect to securities authorized for issuance as equity
compensation.
Plan
Category
|
|
Number of securities to be
issued
upon exercise of
outstanding
options,
warrants
and rights (a)
|
|
Weighted-
average exercise
price
of
outstanding
options,
warrants
and
rights
(b)
|
|
Number of securities
remaining available for
future
issuance under
equity compensation plans
(excluding
securities
reflected
in column (a)) (c)
|
|
Equity
compensation plans approved by shareholders
|
|
|
—
|
|
$
|
—
|
|
|
5,000,000
|
(1)
|
Equity
compensation plans not approved by shareholders
|
|
|
50,000
|
(2)
|
$
|
3.50
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
50,000
|
|
$
|
3.50
|
|
|
5,000,000
|
|
(1)
|
Represents
shares available for grant under our China Architectural Engineering,
Inc.
2007 Equity Incentive Plan in July
2007.
|
(2)
|
Represents
warrants issued to an investor relations
firm.
|
Indemnifications
of Directors and Executive Officers and Limitations of
Liability
Under
Section 145 of the General Corporation Law of the State of Delaware, we
can
indemnify our directors and officers against liabilities they may incur
in such
capacities, including liabilities under the Securities Act of 1933, as
amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages
for
breach of the directors’ fiduciary duty of care to our company and our
stockholders. This provision in the certificate of incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable
remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject
to
liability for breach of the director’s duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval
of
stock repurchases or redemptions that are unlawful under Delaware law.
The
provision also does not affect a director’s responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws.
Our
bylaws provide for the indemnification of our directors to the fullest
extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify our officers and
other
employees. We are required to advance, prior to the final disposition of
any
proceeding, promptly on request, all expenses incurred by any director
or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay
those
amounts if it should be determined ultimately that he or she is not entitled
to
be indemnified under the bylaws or otherwise. We are not, however, required
to
advance any expenses in connection with any proceeding if a determination
is
reasonably and promptly made by our Board of Directors by a majority vote
of a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking
an
advance, it is more likely than not that it will ultimately be determined
that
such party is not entitled to indemnification pursuant to the applicable
sections of our bylaws.
We
have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities
Act may
be permitted to our directors, officers and controlling persons pursuant
to the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
In the
event a claim for indemnification against such liabilities (other than
the our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is
asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel
the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
us is
against public policy as expressed in the Securities Act and will be governed
by
the final adjudication of such issue.
We
may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. We have not entered into any indemnification agreements with
our
directors or officers, but may choose to do so in the future. Such
indemnification agreements may require us, among other things, to:
·
|
indemnify
officers and directors against certain liabilities that may arise
because
of their status as officers or directors;
|
·
|
advance
expenses, as incurred, to officers and directors in connection
with a
legal proceeding, subject to limited exceptions; or
|
·
|
obtain
directors’ and officers’ insurance.
|
At
present, there is no pending litigation or proceeding involving any of
our
directors, officers or employees in which indemnification is sought, nor
are we
aware of any threatened litigation that may result in claims for
indemnification.
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage
of
ownership of that person, shares of common stock subject to options and
warrants
held by that person that are currently exercisable or become exercisable
within
60 days of April 24, 2008 are deemed outstanding even if they have not
actually
been exercised. Those shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
The
following table sets forth certain information with respect to beneficial
ownership of our common stock based on 51,783,416 issued and outstanding
shares
of common stock, by:
·
|
Each
person known to be the beneficial owner of 5% or more of the outstanding
common stock of our company;
|
·
|
Each
executive officer;
|
·
|
All
of the executive officers and directors as a
group.
|
The
number of shares of our common stock outstanding as of April 24, 2008,
excludes
(i) 173,700 shares of our common stock issuable upon exercise of outstanding
warrants, (ii) 6,006,749 shares of our common stock issuable upon the conversion
of issued and outstanding bonds, subject to adjustment, (iii) 1,100,000
shares
of our common stock issuable upon the exercise of the warrants issued in
connection with our issuance of bonds, subject to adjustment, and (iv)
5,000,000
shares of common stock that may be issued and granted under our 2007 Equity
Incentive Plan. Unless otherwise indicated, the persons and entities named
in
the table have sole voting and sole investment power with respect to the
shares
set forth opposite the stockholder’s name, subject to community property laws,
where applicable. Unless otherwise indicated, the address of each stockholder
listed in the table is c/o China Architectural Engineering, Inc., 105 Baishi
Road, Jiuzhou West Avenue, Zhuhai, 519070, People’s Republic of
China.
Name
and Address
of
Beneficial Owner
|
|
Title
|
|
Beneficially
Owned
|
|
Percent
of Class Beneficially Owned
|
|
|
|
|
|
|
|
|
|
Luo
Ken Yi
|
|
Chief
Executive Officer, Chief Operating Officer and Chairman of the
Board
|
|
33,122,554
|
(1)
|
64.0
|
%
|
|
|
|
|
|
|
|
|
Bai
Fei
|
|
Vice
General Manager of Marketing
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Tang
Nianzhong
|
|
Vice
President, China Operations and Director
|
|
33,122,554
|
(1)
|
64.0
|
%
|
|
|
|
|
|
|
|
|
Ye
Ning
|
|
Vice
President and Director
|
|
33,122,554
|
(1)
|
64.0
|
%
|
|
|
|
|
|
|
|
|
Li
Guoxing
|
|
Vice
General Manager of Design
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Wang
Zairong
|
|
Chief
Technology Officer
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Feng
Shu
|
|
Research
and Development Supervisor
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Xinyue
Jasmine Geffner
|
|
Chief
Financial Officer
|
|
—
|
(2)
|
—
|
|
|
|
|
|
|
|
|
|
Charles
John Anderson
|
|
President,
U.S. Operations
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Zheng
Jinfeng
|
|
Director
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Zhao
Bao Jiang
|
|
Director
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Kelly
Wang
|
|
Director
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
Officers
and Directors as a Group (total of 12 persons)
|
|
|
|
33,122,554
|
(1)
|
64.0
|
%
|
|
|
|
|
|
|
|
|
KGE
Group Limited
|
|
|
|
33,122,554
|
(1)
|
64.0
|
%
|
(1)
|
Represents
shares of common stock in our company held by KGE Group Limited,
a Hong
Kong corporation, of which Luo Ken Yi, Ye Ning and Tang Nianzhong
are
directors and may be deemed to have voting and investment control
over the
shares owned by KGE Group Limited. In addition, Luo Ken Yi, Ye
Ning and
Tang Nianzhong own approximately 70%, 10% and 10% respectively,
of KGE
Group Limited’s issued and outstanding shares. In addition, KGE Holding
Limited owns approximately 5% of the issued and outstanding shares
of KGE
Group Limited, of which is owned by Luo Ken Yi and his brother.
As a
result, Tang Nianzhong may be deemed to be a beneficial owner
of the
shares held by KGE Group Limited. Each of the foregoing persons
disclaims
beneficial ownership of the shares held by KGE Group Limited
except to the
extent of his pecuniary interest.
|
(2)
|
Entitled
to issuance of 70,000 shares in connection with execution of
employment
agreement.
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Full
Art International, Ltd.
Full
Art
International, Ltd. (“Full Art”) is our wholly-owned subsidiary and has
interlocking executive and director positions with China Architectural
Engineering, Inc.
October
2006 Share Exchange
On
October 17, 2006, we completed the Share Exchange pursuant to the share
exchange
agreement entered into with Full Art and KGE Group, Limited, which was
the sole
shareholder of Full Art. At the closing, Full Art became our wholly-owned
subsidiary and 100% of the issued and outstanding securities of Full Art
were
exchanged for shares of our common stock. An aggregate of 45,304,125 shares
of
our common stock were issued to KGE Group and its designees. KGE Group
owns
33,122,554 shares, which is approximately
64.0%
of our
issued and outstanding stock. Luo Ken Yi, Ye Ning, and Tang Nianzhong are
directors of KGE Group. In addition, Luo Ken Yi, Ye Ning and Tang Nianzhong
own
approximately 70%, 10% and 10% respectively, of KGE Group Limited’s issued and
outstanding shares. In addition, KGE Holding Limited owns approximately
5% of
the issued and outstanding shares of KGE Group Limited, of which is owned
by Luo
Ken Yi and his brother. Moreover, concurrent with the closing of the Share
Exchange, our board appointed Luo Ken Yi as Chief Executive Officer and
Chief
Operating Officer, Wang Zairong as Chief Technology Officer and General
Engineer, and Wang Xin as Chief Financial Officer. Luo Ken Yi, Tang Nianzhong,
Ye Ning, Wang Zairong and Wang Xin are officers and/or directors of Full
Art and
Zhuhai, and were also appointed as our executive officers and/or directors
upon
closing of the Share Exchange.
WestPark
Capital, Inc.
WestPark
Capital, Inc. was the placement agent for the $3,713,400 equity financing
conducted by us on the close of the Share Exchange. For its services as
placement agent, WestPark received an aggregate fee of approximately $445,608,
which consisted of a commission equal to 9.0% of the gross proceeds from
the
financing and a non-accountable fee of 3% of the gross proceeds. Richard
Rappaport, our President and one of our controlling stockholders prior
to the
Share Exchange, indirectly holds a 100% interest in WestPark Capital, Inc.,
an
NASD member. Anthony C. Pintsopoulos, an officer and director prior to
the Share
Exchange, is the Chief Financial Officer of WestPark Capital, Inc. Debbie
Schwartzberg, one of our controlling stockholders prior to the Share Exchange,
is a noteholder of the parent company of WestPark Capital, Inc.; her note
entitles her to a 1.5% interest in the net profits of the parent company
of
WestPark Capital, Inc. Each of Messrs. Rappaport and Pintsopoulos resigned
from
all of their executive and director positions with us upon the closing
of the
Share Exchange.
WestPark
also acted as the managing underwriter for our initial public offering.
Upon the
closing of the offering in September 2007, we issued to WestPark warrants
to
purchase up to 73,700 shares of our common stock. The warrants are exercisable
at a per share exercise price of $4.20, subject to standard anti-dilution
adjustments for stock splits and similar transactions, and will expire
after
five years. The holders of shares of common stock acquired upon exercise
of the
warrants have the right to include such shares in any future registration
statements filed by us and to demand one registration for the shares. In
addition, we agreed to indemnify the underwriters against some liabilities,
including liabilities under the Securities Act of 1933, as amended, and
to
contribute to payments that the underwriters may be required to make in
respect
thereof. We paid WestPark a non-accountable expense allowance of $77,385
and an
underwriters’ discount of $296,643.
Loans
to and from Insiders
We
have
made loans to one of our officers. Advances from KGE Group Limited to us
for the
years ended December 31, 2007, 2006 and 2005 were $1,334,856, $1,735, and
$420,556, respectively. Advances to Luo Ken Yi by us for the years ended
December 31, 2007, 2006, and 2005 were $nil, $nil, and $nil, respectively.
All
amounts due by Mr. Luo were repaid prior to completion of the transactions
contemplated by the Share Exchange Agreement. All of the advances were
unsecured, interest free, and have no fixed repayment terms.
Policy
for Approval of Related Party Transactions
Our
policy is to have our Audit Committee review and pre-approve any related
party
transactions and other matters pertaining to the integrity of management,
including potential conflicts of interest, or adherence to standards of
business
conduct as required by our policies.
ITEM
14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
During
the fiscal years ended December 31, 2007 and 2006, we retained Samuel H.
Wong & Co., LLP, Certified Public Accountants to provide services as
follows:
|
|
Fees
for the Year Ended
December
31
|
|
Services
|
|
2007
|
|
2006
|
|
Audit
fees(1)
|
|
$
|
80,000
|
|
$
|
55,000
|
|
Audit-related
fees(2)
|
|
|
-
|
|
|
-
|
|
Tax
fees(3)
|
|
|
-
|
|
|
-
|
|
All
other fees(4)
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|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
audit and non-audit fees
|
|
$
|
80,000
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|
$
|
55,000
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|
(1)
These
are
fees for professional services performed by Samuel H. Wong & Co., LLP,
Certified Public Accountants for the audit of our annual financial statements,
review of our quarterly reports, and review of our Registration Statements
on
Form S-1.
(2)
No
fees were billed for each of fiscal year 2007 and fiscal 2006 for assurance
and
related services by the principal accountant reasonably related to the
performance of the audit or review of the Company’s financial
statements.
(3)
There
were no tax return preparation fees for fiscal 2007 and fiscal 2006 paid
to our
principal accountants.
(4)
No
fees were billed for each of fiscal 2007 and fiscal 2006 for products and
services provided by the principal accountant.
Pre-Approval
Policy
In
accordance with our Audit Committee Charter, the Audit Committee pre-approves
all auditing services and permitted non-audit services, if any, including
tax
services, to be performed for us by our independent auditor, subject to
the
de
minimis
exceptions for non-audit services described in Section 10A(i)(1)(B) of
the
Securities Exchange Act of 1934, as amended, which are approved by the
Audit
Committee prior to the completion of the audit. The scope of the pre-approval
shall include pre-approval of all fees and terms of engagement. The Audit
Committee may form and delegate authority to subcommittees consisting of
one or
more members when appropriate, including the authority to grant pre-approvals
of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized, in the City of Zhuhai, People’s
Republic of China, on April 29, 2008.
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China
Architectural Engineering, Inc.
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|
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/s/
Luo Ken Yi
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Luo
Ken Yi
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Chief
Executive Officer, Chief Operating Officer and
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Chairman
of the Board
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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/s/
Luo Ken Yi
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Chief
Executive Officer, Chief Operating
Officer
and Chairman of the Board (Principal
Executive
Officer)
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April
29, 2008
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Luo
Ken Yi
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/s/
Xinyue Jasmine Geffner
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Chief
Financial Officer (Principal Financial and
Accounting
Officer)
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April
29, 2008
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Xinyue
Jasmine Geffner
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*
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Vice
General Manager and Director
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April
29, 2008
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Tang
Nianzhong
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*
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Vice
General Manager and Director
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April
29, 2008
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Ye
Ning
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*
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Director
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April
29, 2008
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Zheng
Jinfeng
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*
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Director
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April
29, 2008
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Zhao
Bao Jiang
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*
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Director
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April
29, 2008
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Kelly
Wang
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*By:
/
s
/
Luo Ken Yi
Luo
Ken Yi, Attorney-in-Fact
April
29, 2008
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Exhibit
Index
Exhibit
No.
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Exhibit
Description
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2.1
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Share
Exchange Agreement, dated as of August 21, 2006, by and among
the
Registrant, KGE Group, Limited, and Full Art International, Ltd.
(incorporated by reference from Exhibit 2.1 to Current Report
on Form 8-K
filed with the Securities and Exchange Commission on October
20,
2006).
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2.1(a)
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Amendment
No. 1 to the Share Exchange Agreement, dated as of October 17,
2006, by
and among the Registrant, KGE Group, Limited, and Full Art International,
Ltd. (incorporated by reference from Exhibit 2.1(a) to Current
Report on
Form 8-K filed with the Securities and Exchange Commission on
October 20,
2006).
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3.1
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Certificate
of Incorporation of China Architectural Engineering, Inc. (incorporated
by
reference from Exhibit 3.1 to Registration Statement on Form
SB-2 filed
with the Securities and Exchange Commission on April 20,
2004).
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3.1(a)
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Certificate
of Amendment of Certificate of Incorporation dated July 8, 2005
(incorporated by reference to Registrant's Quarterly Report on
Form 10-QSB
filed August 11, 2005)
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3.2
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Bylaws
of the Registrant (incorporated by reference from Exhibit 3.2
to
Registration Statement on Form SB-2 filed with the Securities
and Exchange
Commission on April 20, 2004, and incorporated herein by reference).
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3.3
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Articles
of Merger Effecting Name Change (incorporated by reference from
Exhibit
3.3 to Current Report on Form 8-K filed with the Securities and
Exchange
Commission on October 20, 2006).
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4.1
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Specimen
Certificate of Common Stock (incorporated by reference to Exhibit
4. 1 of
the Registrant's Registration Statement on Form SB-2 filed August
20,
2004).
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4.2
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Trust
Deed, dated April 12, 2007, by and between the Registrant and
The Bank of
New York, London Branch (incorporated by reference to Exhibit
4.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 18, 2007).
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4.2(a)
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Amended
and Restated Trust Deed, originally dated April 12, 2007, amended
and
restated August 29, 2007 by and between the Registrant and The
Bank of New
York, London Branch (incorporated by reference to Exhibit 4.1
of the
Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on September 4, 2007).
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4.3
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Paying
and Conversion Agency Agreement, dated April 12, 2007, by and
among the
Registrant, The Bank of New York, and The Bank of New York, London
Branch
(incorporated by reference to Exhibit 4.2 to the Current Report
on Form
8-K filed with the Securities and Exchange Commission on April
18,
2007).
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4.4
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The
Warrant Instrument, dated April 12, 2007, by and between the
Registrant
and ABN AMRO Bank N.V. (incorporated by reference to Exhibit
4.3 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 18, 2007).
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4.5
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Warrant
Agency Agreement, dated April 12, 2007 among Company, The Bank
of New York
and The Bank of New York, London Branch (incorporated by reference
to
Exhibit 4.4 to the Current Report on Form 8-K filed with the
Securities
and Exchange Commission on April 18, 2007).
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4.6
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Registration
Rights Agreement, dated April 12, 2007, by and between the Registrant
and
ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5
to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 18, 2007).
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4.6(a)
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Written
description of oral agreement between the Registrant and ABN
AMRO Bank
N.V. (incorporated by reference to Exhibit 4.8(a) to the Form
S-1/A filed
with the Securities and Exchange Commission on September 21,
2007).
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4.7
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Trust
Deed, dated April 15, 2008,
by
and between the Registrant and The Bank of New York, London
Branch
(incorporated by reference to Exhibit 4.1
to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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4.8
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|
Paying
and Conversion Agency Agreement, dated April 15, 2008, by and
among the
Registrant, The Bank of New York, and The Bank of New York,
London Branch
(incorporated by reference to Exhibit 4.2
to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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4.9
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|
The
Warrant Instrument, dated April 15, 2008, by and among the
Registrant, ABN
AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
(incorporated
by reference to Exhibit 4.3
to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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4.10
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|
Warrant
Agency Agreement, dated April 15, 2008, by and among the Registrant,
The
Bank of New York and The Bank of New York, London Branch (incorporated
by
reference to Exhibit 4.4
to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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Exhibit
No.
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Exhibit
Description
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4.11
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Registration
Rights Agreement, dated April 15, 2008, by and among the Registrant,
ABN
AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
(incorporated
by reference to Exhibit 4.5
to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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10.1
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Form
of Subscription Agreement dated October 17, 2006 (incorporated
by
reference to Exhibit 10.1 to the Form S-1/A filed with the Securities
and
Exchange Commission on February 5, 2007).
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10.1(a)
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Form
of Waiver of Penalties dated August 29, 2007 Related to Registration
Rights (incorporated by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on September 4, 2007).
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10.2
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Form
of Subscription Agreement dated October 2004 (incorporated by
reference to
Exhibit 10.2 to the Form SB-2/A filed with the Securities and
Exchange
Commission on October 1, 2004).
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10.3
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Employment
Agreement dated December 30, 2005 by and between the Registrant
and Luo
Ken Yi (translated to English) (incorporated by reference from
Exhibit
10.3 to the Current Report on Form 8-K filed with the Securities
and
Exchange Commission on October 20, 2006).
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10.4
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Employment
Agreement dated January 11, 2004 by and between the Registrant
and Tang
Nianzhong (translated to English) (incorporated by reference
to Exhibit
10.4 to the Form S-1/A filed with the Securities and Exchange
Commission
on February 5, 2007).
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10.5
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Employment
Agreement by and between the Registrant and Ye Ning (translated
to
English) (incorporated by reference from Exhibit 10.5 to the
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
October 20, 2006).
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10.6
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Employment
Agreement dated January 1, 2006 by and between the Registrant
and Li
Guoxing (translated to English) (incorporated by reference to
Exhibit 10.6
to the Form S-1/A filed with the Securities and Exchange Commission
on
February 5, 2007).
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10.7
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Employment
Agreement dated January 1, 2005 by and between the Registrant
and Bai Fai
(translated to English) (incorporated by reference to Exhibit
10.7 to the
Form S-1/A filed with the Securities and Exchange Commission
on February
5, 2007).
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10.8
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Employment
Agreement dated December 26, 2005 by and between the Registrant
and Wang
Zairong (translated to English) (incorporated by reference to
Exhibit 10.8
to the Form S-1/A filed with the Securities and Exchange Commission
on
February 5, 2007).
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10.9
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Employment
Agreement dated December 20, 2005 by and between the Registrant
and Feng
Shu (translated to English) (incorporated by reference to Exhibit
10.9 to
the Form S-1/A filed with the Securities and Exchange Commission
on
February 5, 2007).
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10.10
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Employment
Agreement dated December 26, 2006 by and between the Registrant
and Wang
Xin (translated to English) (incorporated by reference to Exhibit
10.10 to
the Form S-1/A filed with the Securities and Exchange Commission
on
February 5, 2007).
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10.11
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Office
and Factory Lease Agreement dated July 13, 2005 by and between
the
Registrant and Zhuhai Yuping Kitchen Equipment Co., Ltd. (translated
to
English) (incorporated by reference to Exhibit 10.11 to the Form
S-1/A
filed with the Securities and Exchange Commission on February
5,
2007).
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10.12
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Lease
Agreement by and between the Registrant and Beijing Aoxingyabo
Technology
Development Co., Ltd (translated to English) (incorporated by
reference to
Exhibit 10.12 to the Form S-1/A filed with the Securities and
Exchange
Commission on February 5, 2007).
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10.13
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Property
Rental Contract by and between the Registrant and Shanghai Sandi
CNC
equipment Ltd. Co (translated to English) (incorporated by reference
to
Exhibit 10.13 to the Form S-1/A filed with the Securities and
Exchange
Commission on February 5, 2007).
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10.14
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Subscription
Agreement, dated March 27, 2007, by and between the Registrant
and ABN
AMRO Bank N.V. (incorporated by reference to Exhibit 10.1 to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2007).
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Exhibit
No.
|
|
Exhibit
Description
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10.15
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Joint
Venture Agreement dated May 11, 2007 entered into by and between
CPD
(Australia) Holding Pty Ltd. and the Registrant (incorporated
by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed with
the
Securities and Exchange Commission on May 15, 2007).
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10.16
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Form
of Registration Rights Agreement entered into by and between
the
Registrant, First Alliance Financial Group, Inc. and WestPark
Capital,
Inc. Affiliates (incorporated by reference to Exhibit 10.16 to
Form S-1/A
filed with the Securities and Exchange Commission on September
4,
2007).
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10.16(a)
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Form
of Waiver of Penalties Related to Registration Rights entered
into by and
between the Registrant, First Alliance Financial Group, Inc.
and WestPark
Capital, Inc. Affiliates (incorporated by reference to Exhibit
10.16(a) to
the Form S-1/A filed with the Securities and Exchange Commission
on
September 4, 2007).
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10.16(b)
|
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Written
description of oral agreement between the Registrant, First Alliance
Financial Group, Inc., and WestPark Capital, Inc. Affiliates
(incorporated
by reference to Exhibit 10.16(b) to the Form S-1/A filed with
the
Securities and Exchange Commission on September 21,
2007).
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10.17
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China
Architectural Engineering, Inc. 2007 Equity Incentive Plan (incorporated
by reference from Exhibit 10.1 to the Current Report on Form
8-K filed
with the Securities and Exchange Commission on July 12,
2007).
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10.18
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Form
of Notice of Grant of Stock Option of the Registrant (incorporated
by
reference from Exhibit 10.2 to the Current Report on Form 8-K
filed with
the Securities and Exchange Commission on July 12,
2007).
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10.19
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Form
of Stock Option Agreement (including Addendum) of the Registrant
(incorporated by reference from Exhibit 10.3 to the Current Report
on Form
8-K filed with the Securities and Exchange Commission on July
12,
2007).
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10.20
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Form
of Stock Issuance Agreement (including Addendum) of the Registrant
(incorporated by reference from Exhibit 10.5 to the Current Report
on Form
8-K filed with the Securities and Exchange Commission on July
12,
2007).
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10.21
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Form
of Stock Purchase Agreement (including Addendum) of the Registrant
(incorporated by reference from Exhibit 10.4 to the Current Report
on Form
8-K filed with the Securities and Exchange Commission on July
12,
2007).
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10.22
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Stock
Purchase Agreement dated November 6, 2007, entered into by and
among Ng
Chi Sum, Yam Mei Ling, the Registrant and Full Art (incorporated
by
reference from Exhibit 10.1 to the Current Report on Form 8-K
filed with
the Securities and Exchange Commission on November 8,
2007).
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10.23
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Employment
Agreement dated March 12, 2008 by and between the Registrant
and Xin Yue
Jasmine Geffner (translated to English) (incorporated by reference
to
Exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities
and Exchange Commission on March 14, 2008).
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10.24
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Employment
Agreement dated March 12, 2008 by and between the Registrant
and Charles
John Anderson (incorporated by reference to Exhibit 10.2 to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
March 14, 2008).
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10.25
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|
Subscription
Agreement, dated April 2, 2008, by and among the Registrant,
ABN AMRO Bank
N.V., London Branch, CITIC Allco Investments Ltd., and CITIC
Capital
Finance Ltd. (incorporated by reference to Exhibit 10.1 to
the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
April 18, 2008).
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21.1
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List
of Subsidiaries (incorporated by reference from Exhibit 21.1
to Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
October 20, 2006).
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31.1
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|
Certification
of Chief Executive Officer pursuant to Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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|
Certification
of Chief Financial Officer pursuant to Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1*
|
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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*
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This
exhibit shall not be deemed "filed" for purposes of Section 18
of the
Securities Exchange Act of 1934 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 or the Securities Exchange
Act of
1934, whether made before or after the date hereof and irrespective
of any
general incorporation language in any
filings.
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