China Architectural Engineering, Inc. - Securities Registration Statement (S-1/A)
07 Février 2008 - 2:57PM
Edgar (US Regulatory)
As
Filed
with the Securities and Exchange Commission on February 7, 2008
Registration
No. 333-146851
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 4 ON
FORM
S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Name
of Registrant As Specified in its Charter)
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Delaware
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8711
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51-05021250
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer Identification No.)
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Incorporation
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Classification
Code Number)
|
|
|
or
Organization)
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|
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105
Baishi Road
Jiuzhou
West Avenue
Zhuhai
519070
People’s
Republic of China
(Address
and Telephone Number of Principal Executive Offices)
Luo
Ken Yi
105
Baishi Road
Jiuzhou
West Avenue
Zhuhai
519070
People’s
Republic of China
0086-756-8538908
(Name,
Address and Telephone Number of Agent for Service)
Copy
to
Thomas
J. Poletti, Esq.
Anh
Q. Tran, Esq.
Kirkpatrick
& Lockhart Preston Gates Ellis LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, CA 90067
Telephone
(310) 552-5000
Facsimile
(310) 552-5001
Approximate
Date of Proposed Sale to the Public:
From
time
to time after the effective date of this Registration Statement
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
R
If
this
form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
£
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
£
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement the same
offering.
£
CALCULATION
OF REGISTRATION FEE
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|
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Proposed
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Proposed
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Maximum
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Maximum
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Amount
of
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Title
of Each Class of
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Amount
To Be
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Offering
Price
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Aggregate
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Registration
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Securities
To Be Registered
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Registered
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Per
Share
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Offering
Price
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Fee
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Common
Stock, $.001 par value per share
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|
|
2,962,325
(1
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)
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$
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13.20
(2
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)
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$
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39,102,690
(2
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)
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$
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1,200.45
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|
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Variable
Rate Convertible Bonds Due 2012
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$
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10,000,000(3
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)
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100
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%
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$
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10,000,000
(4
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)
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$
|
307.00
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|
|
Common
Stock, $.001 par value per share, issuable upon conversion of Variable
Rate Convertible Bonds Due 2012
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2,857,143
(5
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)
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-
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-
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N/A(6
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)
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Bond
Warrants to Purchase Common Stock Expiring 2010
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800,000(7
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)
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$
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13.20(2
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)
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$
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10,560,000
(2
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)
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$
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324.19
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Common
Stock, $.001 par value per share issuable upon conversion of Bond
Warrants
Expiring 2010
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800,000(8
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)
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-
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-
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N/A(6
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)
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Total
Registration Fee
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$
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1,831.64
(9
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)
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(1)
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Represents
shares of the Registrant’s common stock being registered for resale that
have been issued to certain selling security holders named in the
prospectus or a prospectus supplement.
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(2)
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Estimated
pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the
purpose of computing the amount of the registration fee based on
the
average of the high and low sales prices reported on the American
Stock
Exchange on October 19, 2007.
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(3)
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Represents
the aggregate principal amount of the Variable Rate Convertible Bonds
due
2012 issued by the Registrant on April 12,
2007.
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(4)
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Equals
the aggregate principal amount of the Variable Rate Convertible Bonds
due
2012 being registered. Estimated solely for purposes of calculating
the
registration fee pursuant to Rule 457(o) under the Securities Act
of 1933,
as amended, or the Securities Act.
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(5)
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Represents
the number of shares of common stock initially issuable upon conversion
of
the Variable Rate Convertible Bonds due 2012 registered hereby. Solely
for
purposes of determining the number of shares of common stock to be
registered under this registration statement that may be issued upon
the
conversion of the Bonds, the conversion price of $3.50 per share
is used.
Pursuant to Rule 416 under the Securities Act, also includes such
indeterminate number of shares of common stock as may be issued from
time
to time upon conversion of the Variable Rate Convertible Bonds due
2012 as
a result of the anti-dilution provisions contained therein.
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(6)
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No
separate consideration will be received for the shares of common
stock
issuable upon conversion of the Variable Rate Convertible Bonds due
2012
or the Bond Warrants, and, therefore, no registration fee is required
pursuant to Rule 457(i) under the Securities
Act.
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(7)
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Consists
of 800,000 warrants (the “Bond Warrants”) to purchase 800,000 shares of
Common Stock to be offered for sale by a selling security holder
under
this Registration Statement.
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(8)
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Represents
the number of shares of common stock initially issuable upon exercise
of
the Bond Warrants due 2010 registered hereby. Pursuant to Rule 416
under
the Securities Act, also includes such indeterminate number of shares
of
common stock as may be issued from time to time upon conversion of
the
Bond Warrants due 2010 as a result of the anti-dilution provisions
contained therein. In addition, this Registration Statement covers
the
issuance of Registrant’s common stock upon the exercise of Bond Warrants
by the holders other than the initial
holder.
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The
Registrant amends this registration statement on such date or dates as may
be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
hereafter become effective in accordance with Section 8(a) of the Securities
Act
of 1933, or until the registration statement shall become effective on such
date
as the Commission, acting pursuant to Section 8(a), may
determine.
Explanatory
Note
This
Amendment No. 4 is being filed solely to update Exhibit 5.1 filed under
Item 16
of Part II thereof. No changes are being made to the preliminary prospectus
constituting Part I or Part II, other than Item 16 of Part II.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
16. Exhibits
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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 the 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 the 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 the 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 to
the Form S-1/A filed with the Securities and Exchange Commission
on
September 21, 2007).
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4.2
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Form
of Escrow Agreement dated July 30, 2004 (incorporated by reference
to
Exhibit 4.2 of the Registrant's Registration Statement on Form
SB-2/A
filed August 2, 2004).
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4.3
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Form
of Registration Rights Agreement dated July 23, 2004 (incorporated
by
reference to Exhibit 4.3 of the Registrant's Annual Report on Form
10-KSB
filed March 30, 2005).
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4.4
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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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4.4(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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4.5
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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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4.6
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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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4.7
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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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4.8
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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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4.8(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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5.1
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Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding validity
of common stock.
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5.2**
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Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding bonds and
warrants.
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8.1**
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Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
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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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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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12.1**
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Computation
of Ratio of Earnings to Fixed Charges.
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21.1**
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List
of Subsidiaries.
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23.1**
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Consent
of Samuel H. Wong & Co., LLP, Certified Public
Accountants.
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23.2
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Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in
Exhibits 5.1 and 5.2).
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24.1**
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Power
of Attorney (included on signature
page).
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**
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused
this
Amendment No. 4 to the Registration Statement to be signed on its behalf
by the
undersigned, thereunto duly authorized, in the City of Zhuhai, People’s Republic
of China, on the 6th day of February, 2008.
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CHINA
ARCHITECTURAL ENGINEERING, INC.
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By:
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/s/
Luo Ken Yi
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Name
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Luo
Ken Yi
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Title:
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Chief
Executive Officer, Chief Operating Officer and Chairman of the
Board
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on
the
dates indicated:
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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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February
6, 2008
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Luo
Ken Yi
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/s/
Wang Xin
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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February
6, 2008
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Wang
Xin
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*
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Vice
General Manager and Director
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February
6, 2008
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Tang
Nianzhong
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*
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Vice
General Manager and Director
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February
6, 2008
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Ye
Ning
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*
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Director
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February
6, 2008
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Zheng
Jinfeng
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*
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Director
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February
6, 2008
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Zhao
Bao Jiang
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Director
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Kelly
Wang
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*
By:
/s/
Luo Ken Yi
as
Attorney in Fact
EXHIBIT
INDEX
|
2.1
|
|
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 the Current Report
on Form
8-K filed with the Securities and Exchange Commission on October
20,
2006).
|
|
2.1(a)
|
|
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 the Current
Report
on Form 8-K filed with the Securities and Exchange Commission on
October
20, 2006).
|
|
3.1
|
|
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).
|
|
3.1(a)
|
|
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
|
|
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).
|
|
3.3
|
|
Articles
of Merger Effecting Name Change (incorporated by reference from Exhibit
3.3 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 20, 2006).
|
|
4.1
|
|
Specimen
Certificate of Common Stock (incorporated by reference to Exhibit
4.1 to
the Form S-1/A filed with the Securities and Exchange Commission
on
September 21, 2007).
|
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4.2
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|
Form
of Escrow Agreement dated July 30, 2004 (incorporated by reference
to
Exhibit 4.2 of the Registrant's Registration Statement on Form SB-2/A
filed August 2, 2004).
|
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4.3
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|
Form
of Registration Rights Agreement dated July 23, 2004 (incorporated
by
reference to Exhibit 4.3 of the Registrant's Annual Report on Form
10-KSB
filed March 30, 2005).
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4.4
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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).
|
|
4.4(a)
|
|
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).
|
|
4.5
|
|
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).
|
|
4.6
|
|
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).
|
|
4.7
|
|
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).
|
|
4.8
|
|
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).
|
|
4.8(a)
|
|
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).
|
|
5.1
|
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding validity
of common stock.
|
|
5.2**
|
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP regarding bonds and
warrants.
|
|
8.1**
|
|
Opinion
of Kirkpatrick & Lockhart Preston Gates Ellis LLP.
|
|
10.1
|
|
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).
|
|
10.1(a)
|
|
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).
|
|
10.2
|
|
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).
|
|
10.3
|
|
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).
|
|
10.4
|
|
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).
|
|
10.5
|
|
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).
|
|
10.6
|
|
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).
|
|
10.7
|
|
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).
|
|
10.8
|
|
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).
|
|
10.9
|
|
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).
|
|
10.10
|
|
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).
|
|
10.11
|
|
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).
|
|
10.12
|
|
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).
|
|
10.13
|
|
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).
|
|
10.14
|
|
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).
|
|
10.15
|
|
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).
|
|
10.16
|
|
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).
|
|
10.16(a)
|
|
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).
|
|
10.16(b)
|
|
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).
|
|
10.17
|
|
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).
|
|
10.18
|
|
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).
|
|
10.19
|
|
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).
|
|
10.20
|
|
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).
|
|
10.21
|
|
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).
|
|
10.22
|
|
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).
|
|
12.1**
|
|
Computation
of Ratio of Earnings to Fixed Charges.
|
|
21.1**
|
|
List
of Subsidiaries.
|
|
23.1**
|
|
Consent
of Samuel H. Wong & Co., LLP, Certified Public
Accountants.
|
|
23.2
|
|
Consent
of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in
Exhibits 5.1 and 5.2).
|
|
24.1**
|
|
Power
of Attorney (included on signature
page).
|
**
Previously filed.
China Architectural Engineering, (AMEX:RCH)
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China Architectural Engineering, (AMEX:RCH)
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