-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GlU9qykAP8rNa9gbKbQj1uaWBcfaX560HWMSG203ojyzXtrJbQgTnGwxMhwJmDYq PP33w+egwlRWTJ4mLJb/1A== 0001144204-10-065861.txt : 20101210 0001144204-10-065861.hdr.sgml : 20101210 20101210164934 ACCESSION NUMBER: 0001144204-10-065861 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101207 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Architectural Engineering, Inc. CENTRAL INDEX KEY: 0001287668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 510501250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33709 FILM NUMBER: 101245494 BUSINESS ADDRESS: STREET 1: NO.801 WUZHONG ROAD, RESEARCH BUILDING STREET 2: CHANGZHOU SCIENCE & EDUCATION IND PARK CITY: WUJIN DISTRICT,CHANGZHOU, JIAN STATE: F4 ZIP: 213164 BUSINESS PHONE: 86-519-86339908 MAIL ADDRESS: STREET 1: NO.801 WUZHONG ROAD, RESEARCH BUILDING STREET 2: CHANGZHOU SCIENCE & EDUCATION IND PARK CITY: WUJIN DISTRICT,CHANGZHOU, JIAN STATE: F4 ZIP: 213164 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 1 INC DATE OF NAME CHANGE: 20040417 8-K 1 v205173_8k.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported):     December 7, 2010
 
CHINA ARCHITECTURAL ENGINEERING, INC.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
001-33709
51-05021250
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


Research Building, No.801 Wuzhong Road,
Changzhou Science and Education Industrial Park
Wujin District,
Changzhou, Jiangsu, People’s Republic of China
213164
(Address of principal executive offices)
(Zip code)
   
Registrant’s telephone number, including area code:
+86-519-86339908
   

 
N/A
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.02
Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)           Approval of Amendment to 2009 Omnibus Equity Incentive Plan

On December 7, 2010, local time in Shanghai, PRC, the stockholders of China Architectural Engineering, Inc., (the “Company”) approved an amendment to the Company’s 2009 Omnibus Equity Incentive Plan (the “Amended Plan”) at the 2010 Annual Meeting of Stockholders (the “Annual Meeting”) to increase the maximum number of shares of the Company’s common stock that may be issued under the Amended from 2,000,000 to 4,000,000 shares.  The Amended Plan became effective on December 7, 2010 upon approval by the Company’s stockholders at the Annual Meeting.

The description of the Amended Plan contained herein is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.  In addition, a more detailed description of the material features of the Amended Plan is contained in Proposal No. 4 of the Proxy Statement filed with the U.S. Securities and Exchange Commission on November 9, 2010 (the “Proxy Statement”) and is incorporated herein by reference.

Item 5.07                      Submission of Matters to a Vote of Security Holders.

The Company held its 2010 Annual Meeting of Stockholders on December 7, 2010, local time in Shanghai, PRC.  For more information about the proposals, see the Company’s Proxy Statement, the relevant portions of which are incorporated herein by reference.

At the Annual Meeting, stockholder votes representing 59,647,543 shares of common stock of the Company, or 74.4%, of the 80,156,874 shares of common stock outstanding as of the record date of October 26, 2010 were present in person or by proxy, constituting a quorum for the purposes of the Annual Meeting. The matters voted upon at the Annual Meeting and the voting results were as follows:

Proposal No. 1 - Election of Directors:  The Company’s stockholders elected, by a plurality of the votes cast, each of the nine nominees to the Board of Directors, to serve until the Company’s 2011 annual meeting of stockholders or until their respective successors have been elected, as follows:

Director
For
Against
Elected
43,306,189
158,057
Yes
Wing Lun (Alan) Leung
43,173,934
290,312
Yes
Ping Xu
43,175,534
288,712
Yes
Shibin Jo
43,167,484
296,762
Yes
Chen Huang
43,170,434
293,812
Yes
Kelly Wang
43,162,034
302,212
Yes
Miu Cheung
43,169,584
294,662
Yes
Chia Yong Whatt
42,858,106
606,140
Yes
Luo Ken Yi
43,124,684
339,562
Yes

Abstentions and broker non-votes were not counted as votes cast and had no effect on the result of the vote.

Proposal No. 2 - Ratification of the appointment of Samuel H. Wong & Co., LLP. as independent auditors for the year ending December 31, 2010:  Ratification of the appointment of Samuel H. Wong & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 required an affirmative vote of a majority of all votes cast at the Annual Meeting of Stockholders.  Proposal No. 2 was approved with 57,514,154 shares voted for, 2,106,252 voted against and 32,137 abstained from voting, thereby, ratifying the appointment of Samuel H. Wong & Co., LLP as independent auditors for the year ending December 31, 2010.

Proposal No. 3 - Approval of the an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of a ratio between 1:4 and 1:2, at the Board’s discretion, and reduce the number of authorized shares of common stock from 150 million to 100 million:  Approval of the amendment to the Company’s certificate of incorporation required the affirmative vote of at least a majority of votes cast of the stockholders present in person or by proxy at the Annual Meeting of Stockholders.  Abstentions and broker non-votes are counted as votes cast against the proposal.  Proposal No. 3 was approved with 42,669,677 shares voted for, 786,218 voted against and 8,350 abstained from voting, thereby, approving the amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of a ratio between 1:4 and 1:2, at the Board’s discretion, and reduce the number of authorized shares of common stock from 150 million to 100 million.
 
 
2
 

Proposal No. 4 - Approval of the increase in number of shares authorized for issuance under the China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan by 2,000,000 shares:  Approval of the Amended Plan required the affirmative vote of at least a majority of votes cast of the stockholders present in person or by proxy at the Annual Meeting of Stockholders.  Proposal No. 4 was approved with 56,540,796 shares voted for, 2,919,136 voted against and 192,607 abstained from voting, thereby, approving the increase in the number of shares authorized for issuance under the China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan by 2,000,000 shares, to a total of 4,000,000 shares authorized to be issued under the Plan.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Description
10.1
Amendment No. 2 to China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan.


 
3
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:      December 10, 2010 
CHINA ARCHITECTURAL ENGINEERING, INC.
  
       
       
 
By:
/s/  Wing Lun (Alan) Leung 
  
   
Name:    Wing Lun (Alan) Leung
  
   
Title:      Chief Executive Officer 
  
       
 
 
4
 
 EX-10.1 2 v205173_ex10-1.htm Unassociated Document
 
AMENDMENT NO.  2
TO
CHINA ARCHITECTURAL ENGINEERING, INC.
 
2009 OMNIBUS INCENTIVE PLAN
 
The following constitutes Amendment No. 2 to the 2009 Omnibus Incentive Plan (the “Plan”) of China Architectural Engineering, Inc. (the “Company”).  This amendment increases the total number of authorized shares of Common Stock reserved and available for issuance under the Plan from 2,000,000 shares by 2,000,000 shares so that the Plan authorizes a total of 4,000,000 shares.
 
Pursuant to the resolutions of the board of directors dated October 21, 2010 and approval from the stockholders of the Company at the Annual Meeting of Stockholder held on December 7, 2010, Article IV Section 4.01 of the Plan shall be deleted in its entirety and replaced with the following:
 
“4.01 Number of Shares Issuable.  The total number of shares initially authorized to be issued under the Plan shall be 4,000,000 shares of Common Stock.  The foregoing share limit shall be subject to adjustment in accordance with Section 11.07.  The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.”
 
IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this amendment to the Plan by the board of directors and stockholders on the day and year set forth below, the Company has caused this amendment to the Plan to be duly executed by its duly authorized officer.
 
Dated:  December 7, 2010
 
 
CHINA ARCHITECTURAL ENGINEERING, INC.,
a Delaware corporation
  
       
 
By:
        /s/  Wing Lun (Alan) Leung
  
   
Name:    Wing Lun (Alan) Leung
  
   
Title:      Chief Executive Officer
  
 
 
 
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----