SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

China Advanced Construction Materials
Group, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

169365 10 3

(CUSIP Number)

Mr. Xianfu Han

Mr. Weili He

9 North West Fourth Ring Road

Yingu Mansion Suite 1708

Haidian District, Beijing

People’s Republic of China 100190

Telephone: +(86) (10) 825 25361

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Squire, Sanders & Dempsey (US) LLP

600 Hansen Way

Palo Alto, California 94304

Attention: Nicholas Unkovic

Telephone: +1.415.954.0275

October 24, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 169365 10 3

1	NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Xianfu Han N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  x        (b)  ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:     5,785,750
		8	SHARED VOTING POWER:     8,809,583
		9	SOLE DISPOSITIVE POWER:     5,785,750(1)
		10	SHARED DISPOSITIVE POWER:     8,809,583(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,809,583
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):     49.47%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     IN

⁽¹⁾  Pursuant to a Securities Escrow Agreement dated as of June 11, 2008, by and among the Company, American Stock Transfer and Trust Company, Professional Offshore Opportunity Fund, Ltd., and Messrs. Han and He, 3,500,000 of Mr. Han’s shares were placed in escrow to be released to Mr. Han only if the Company met certain performance milestones as provided for in the Securities Escrow Agreement. The performance milestones were met as of June 30, 2010 and Mr. Han may have such shares returned to him at any time, although they are still held in escrow.

CUSIP No. 169365 10 3

1	NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Weili He
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  x        (b)  ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:     3,023,833
		8	SHARED VOTING POWER:     8,809,583
		9	SOLE DISPOSITIVE POWER:     3,023,833(2)
		10	SHARED DISPOSITIVE POWER:     8,809,583(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,809,583
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):     49.47%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     IN

⁽²⁾  Pursuant to a Securities Escrow Agreement dated as of June 11, 2008, by and among the Company, American Stock Transfer and Trust Company, Professional Offshore Opportunity Fund, Ltd., and Messrs. Han and He, 1,500,000 of Mr. He’s shares were placed in escrow to be released to Mr. He only if the Company met certain performance milestones as provided for in the Securities Escrow Agreement. The performance milestones were met as of June 30, 2010 and Mr. He may have such shares returned to him at any time, although they are still held in escrow.

CUSIP No. 169365 10 3

1	NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Novel Gain Holdings Limited N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  x        (b)  ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):     OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER:     0
		8	SHARED VOTING POWER:     8,809,583
		9	SOLE DISPOSITIVE POWER:     0
		10	SHARED DISPOSITIVE POWER:     8,809,583
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,809,583
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):     49.47%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     CO

Introductory Note

This Amendment No. 1 (this “Amendment”) to Schedule 13D is filed jointly by Mr. Xianfu Han, the Chairman and Chief Executive Officer of the Registrant, Mr. Weili He, the Vice Chairman and Chief Operating Officer of the Registrant, and Novel Gain Holdings Limited, a company organized under the laws of the British Virgin Islands (“Novel Gain”), (collectively referred to herein as the “Reporting Persons”) with respect to China Advanced Construction Materials Group, Inc. (the “Registrant” or the “Company”). This Amendment amends and supplements the Schedule 13D filed by Mr. Han and Mr. He with the Securities and Exchange Commission on August 8, 2011 (the “Schedule 13D”). Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

Item 2. Identity and Background.

This Amendment is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transaction described in Item 4 of this Statement.

This Statement relates to 5,785,750 shares of common stock, par value $0.001 (the “Common Stock”) held by Mr. Xianfu Han and 3,023,833 shares of Common Stock held by Mr. Weili He (collectively, the “Shares”). Mr. Xianfu Han is the Chairman and Chief Executive Officer of the Company, and Mr. Weili He is the Vice Chairman and Chief Operating Officer of the Company. Mr. Han and Mr. He are both citizens of the People’s Republic of China. Novel Gain is a company organized under the laws of the British Virgin Islands and is wholly owned by Mr. Han and Mr. He. The principal business of Novel Gain is to hold, transact or otherwise deal in the securities of the Registrant or otherwise participate in the transaction described in Item 4 below.

The business address of each Reporting Person is 9 North West Fourth Ring Road, Yingu Mansion Suite 1708, Haidian District, Beijing, People’s Republic of China 100190.

During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Pursuant to the Agreement and Plan of Merger, dated as of October 24, 2011 (the “Merger Agreement”), by and among Novel Gain, CACMG Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Novel Gain (“Merger Sub”), Mr. Han, Mr. He and the Registrant, on the terms and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Registrant with the Registrant continuing as the surviving entity and a wholly-owned subsidiary of Novel Gain (the “Merger”).

The Reporting Persons intend to finance the Merger with a combination of debt and/or equity capital; shares of Common Stock may be pledged to secure financing. The Reporting Persons are in discussions with investors that have expressed interest in providing financing to them.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Merger Agreement. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than (i) shares of Common Stock owned by the Reporting Persons or Merger Sub and (ii) shares of

Common Stock as to which appraisal rights are properly exercised under Delaware law, will be cancelled in exchange for the right to receive US$2.65 in cash, without interest (the “Merger Consideration”). The Merger Agreement provides that at the effective time of the Merger, each option to purchase Common Stock under the Company’s 2009 Equity Incentive Plan whether or not then vested, shall be converted into the right to receive, upon exercise of the option, a cash amount equal to (i) the total number of shares subject to such option immediately prior to the effective time of the merger multiplied by (ii) the excess, if any, of (x) the per share merger consideration over (y) the exercise price payable per share issuable under such option. In addition, at the effective time of the Merger, each warrant to purchase shares of Common Stock that is outstanding and unexercised shall be converted into the right to receive, upon exercise of the warrant, a cash amount equal to (i) the total number of shares subject to such warrant immediately prior to the effective time of the merger multiplied by (ii) the excess, if any, of (x) the per share merger consideration over (y) the exercise price payable per share issuable under such warrant. Also, each share of Company restricted stock, whether or not then vested, shall become fully vested immediately prior to the effective time of the Merger.

The Registrant’s board of directors, acting upon the unanimous recommendation of an independent committee of the board of directors of the Registrant, approved the Merger Agreement and resolved to recommend that the Registrant’s stockholders vote to adopt the Merger Agreement. The independent committee, which is composed solely of directors unrelated to any of the Reporting Persons or Merger Sub, negotiated the terms of the Merger Agreement with the assistance of its legal advisors.

The Registrant has made customary representations and warranties in the Merger Agreement. The Registrant has also agreed to various covenants, including, among other things, subject to certain exceptions: (i) to conduct its business in the ordinary course between the date of the Merger Agreement and the earlier of the Effective Time and the date of termination of the Merger Agreement; (ii) that the Registrant’s board of directors will recommend that the Registrant’s stockholders vote in favor of the adoption of the Merger Agreement; (iii) to take all actions necessary to convene a meeting of stockholders to consider the adoption of the Merger Agreement; and (iv) to cooperate with respect to governmental filings and approvals, public disclosure, employee benefits and other matters. The Registrant is permitted to solicit inquiries, provide confidential information, and enter into and maintain discussions or negotiations in connection with alternative transaction proposals for a “go-shop” period of 60 days following the signing of the Merger Agreement. After such period, the Registrant may not solicit alternative transaction proposals or enter into discussions concerning, or provide confidential information in connection with, any alternative transaction proposal (subject to the fulfillment of certain fiduciary duties of the board of directors of the Registrant).

Novel Gain and Merger Sub have, jointly and severally, made customary representations, warranties and covenants.

Completion of the Merger is subject to customary closing conditions, including (i) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Common Stock in favor of the adoption of the Merger Agreement; (ii) the absence of any law or order preventing the consummation of the Merger or the other transactions contemplated by the Merger Agreement; (iii) material compliance by each party with its obligations under the Merger Agreement; (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by the respective parties to the Merger Agreement; (v) the absence of any effect, change, event or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Merger Agreement); and (vi) the absence of any effect, change, event or occurrence that has had, or would reasonably be expected to have, a Parent Material Adverse Effect (as defined in the Merger Agreement).

The Merger Agreement contains certain termination rights for Novel Gain and the Registrant, including, among others, the right to terminate if (i) the Merger is not consummated on or before June 30, 2012, (ii) any governmental entity that must grant regulatory approval has denied approval of the Merger, or (iii) by the mutual written agreement of the parties. Further, at any time prior to the Effective Time, the Merger Agreement may be terminated by the Registrant (i) if the Registrant enters into an acquisition agreement relating to a Superior Proposal (as defined in the Merger Agreement), (ii) if there is an uncured breach of any of Novel Gain’s or Merger Sub’s representations, warranties or covenants, (iii) if Novel Gain and Merger Sub fail to consummate the Merger within two business days following the date on which all the conditions to the obligation of each of Novel Gain, Merger Sub and the Registrant to effect the Merger have been fulfilled or waived, or (iv) for any reason prior to the delivery of an executed financing agreement by the Reporting Persons. At any time prior to the Effective Time, the Merger Agreement may be terminated by Novel Gain if (i) the board of directors of the Registrant effects and has not withdrawn a Change of Recommendation (as defined in the Merger Agreement) or (ii) there is an uncured breach of any of the Registrant’s representations, warranties or covenants.

The Registrant must pay a termination fee of US$500,000 if (i) the Registrant terminates the Merger Agreement to enter into an acquisition agreement relating to a Superior Proposal, (ii) termination occurs under certain circumstances by the Registrant or Novel Gain after an Alternative Transaction Proposal (as defined in the Merger Agreement) is publicly disclosed and not withdrawn after December 23, 2011 and receipt of the Facility Agreement (as defined in the Merger Agreement), assuming that within 12 months after such termination, such Alternative Transaction Proposal shall have been consummated or any definitive written agreement with respect to such alternative transaction proposal, (iii) Novel Gain terminates the Merger Agreement due to the uncured breach of any of the Registrant’s representations, warranties or covenants, or (iv) Novel Gain terminates the Merger Agreement pursuant to a Change of Recommendation by the board of directors of the Registrant.

Novel Gain must pay a termination fee of US$1,500,000 if the Registrant terminates the Merger Agreement due to (i) an uncured breach of any of Novel Gain’s or Merger Sub’s representations, warranties or covenants, (ii) the failure of Novel Gain and Merger Sub to consummate the Merger within two business days following the date on which all the conditions to the obligation of each of Novel Gain, Merger Sub and the Registrant to effect the Merger have been fulfilled or waived, or (iii) if the Registrant terminates the Merger Agreement without the Reporting Persons having delivered an executed financing agreement and such termination is more than 60 days following the date of the Merger Agreement. If the Registrant terminates the Merger Agreement without the Reporting Persons having delivered an executed financing agreement and such termination is more than 90 days following the date of the Merger Agreement, then the termination fee payable by Novel Gain is increased to US$2,500,000.

Following the consummation of the Merger, the shares of Common Stock will cease to be listed on NASDAQ and will cease to be registered under Section 12 of the Securities Exchange Act of 1934, and the Registrant will be a wholly-owned subsidiary of Novel Gain. In addition, at the Effective Time, each of the certificate of incorporation and bylaws of the surviving corporation shall be amended in its entirety to read as the certificate of incorporation and bylaws, respectively, of Merger Sub, in each case except to the extent necessary to reflect that the name of the surviving corporation shall remain China Advanced Construction Materials Group, Inc.

The foregoing description of the Merger Agreement, the Merger and the other agreements and transactions related thereto does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of such documents, which is incorporated by reference in this Schedule 13D.

On October 24, 2011, the Registrant announced the Merger in a press release and furnished to the SEC a report on Form 8-K regarding the Merger.

Rollover Agreement. Pursuant to the Rollover Agreement, at the Effective Time, each of Mr. Han and Mr. He will contribute to Novel Gain all of the shares of Common Stock owned by them, an aggregate of 8,809,583 shares, at a value of US$2.65, in exchange for cash or equity securities of Novel Gain of equivalent value.

The foregoing description of the Rollover Agreement is subject to and qualified in its entirety by reference to the complete text of the Rollover Agreement which is attached hereto as Exhibit 99.3 and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

(a)-(b) Mr. Han and Mr. He own 65% and 35%, respectively, of Novel Gain. By virtue of such ownership and the Rollover Agreement, Novel Gain may be deemed to share voting and dispositive power over the shares of Common Stock owned by Mr. Han and Mr. He.

(c) During the 60 days preceding the filing of this Amendment, none of the Reporting Persons has effected any transactions in the Common Stock.

(d)-(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On October 24, 2011, the Reporting Persons entered into the Merger Agreement and the Rollover Agreement. The descriptions of each of the Merger Agreement and the Rollover Agreement included in Items 3 and 4 above are incorporated herein by reference. The summaries of such agreements contained in this Amendment are subject to and qualified in their entirety by the full text of such agreements referred to in Exhibits 99.2 and 99.3 hereto, respectively, and incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1. Joint Filing Agreement

Exhibit 99.2. Merger Agreement, dated October 24, 2011 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on October 24, 2011)

Exhibit 99.3. Rollover Agreement, dated October 24, 2011

Exhibit 99.4. Xianfu Han Power of Attorney (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed with the SEC on August 8, 2011)

Exhibit 99.5. Weili He Power of Attorney (incorporated by reference to Exhibit 99.5 to the Schedule 13D filed with the SEC on August 8, 2011)

Exhibit 99.6 Novel Gain Holdings Limited Power of Attorney

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 26, 2011

XIANFU HAN
By:	/s/ Nicholas Unkovic

Name: Nicholas Unkovic, attorney-in-fact

WEILI HE
By:	/s/ Nicholas Unkovic

Name: Nicholas Unkovic, attorney-in-fact

NOVEL GAIN HOLDINGS LIMITED
By:	/s/ Nicholas Unkovic

Name: Nicholas Unkovic

Title: attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description
99.1	Joint Filing Agreement
99.2	Merger Agreement, dated October 24, 2011 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on October 24, 2011)
99.3	Rollover Agreement, dated October 24, 2011
99.4	Xianfu Han Power of Attorney (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed with the SEC on August 8, 2011)
99.5	Weili He Power of Attorney (incorporated by reference to Exhibit 99.5 to the Schedule 13D filed with the SEC on August 8, 2011)
99.6	Novel Gain Holdings Limited Power of Attorney

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by this Schedule 13D, and any further amendments to such Schedule 13D, need be filed with respect to the ownership by each of the undersigned of shares of stock of China Advanced Construction Materials Group, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: October 24, 2011	XIANFU HAN
	By:	/s/ Nicholas Unkovic
	Name:	Nicholas Unkovic, attorney-in-fact
	WEILI HE
	By:	/s/ Nicholas Unkovic
	Name:	Nicholas Unkovic, attorney-in-fact
	NOVEL GAIN HOLDINGS LIMITED
	By:	/s/ Nicholas Unkovic
	Name:	Nicholas Unkovic
	Title:	attorney-in-fact

EX-99.3

Exhibit 99.3

Novel Gain Holdings Limited

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

Date: October 24, 2011

Ladies and Gentlemen:

This letter agreement (this “Agreement”), dated as of the date hereof, sets forth the irrevocable commitment of each of the undersigned (each, a “Rollover Holder” and collectively the “Rollover Holders”), subject to the terms and conditions contained herein, to transfer, contribute and deliver all of his shares of common stock, par value US$0.001 per share, of China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company” and its shares of common stock, “Company Common Stock”) to Novel Gain Holdings Limited, a British Virgin Islands company (“Parent”) in exchange for certain equity securities of Parent, or if agreed between Parent and such Rollover Holder, a certain amount in cash. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Mr. Xianfu Han, Mr. Weili He, Parent and CACMG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.

1. Commitment. Each of the Rollover Holders hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, to transfer, contribute and deliver to Parent immediately prior to the Effective Time the number of shares of Company Common Stock corresponding to such Rollover Holder as set forth on Exhibit A (in respect of such Rollover Holder, its “Rollover Contribution Shares”), valued at US$2.65 per share, in exchange for equity securities of Parent of equivalent value or, if agreed between Parent and such Rollover Holder, in exchange for an amount in cash equal to US$2.65 per share multiplied by the number of the Rollover Contribution Shares. Parent shall, immediately prior to the Effective Time, issue such equity securities of Parent, if any, to such Rollover Holder in connection with such Rollover Holder’s contribution of the Rollover Contribution Shares to Parent.

2. Conditions. The Commitments shall be subject to (i) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Article VII of the Merger Agreement, and (ii) the substantially simultaneous consummation of the Merger in accordance with the terms of the Merger Agreement.

3. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company shall be entitled to an injunction or injunctions to prevent breaches and/or threatened breaches of this Agreement by the Rollover Holders and to enforce specifically against the Rollover Holders the terms and provisions of this Agreement, this being in addition to any other remedy to which Parent or the Company is entitled at law or in equity. Each of Parent and the Company shall have the right to specific performance of this Agreement without having to prove actual damages and without the necessity of posting any bond or other security or having to establish that monetary relief would not provide an adequate remedy.

4. Representations and Warranties of Parent. Parent hereby represents and warrants to the Rollover Holders that:

(a) (i) it has all requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary action by it; and (iii) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Agreement.

(b) The execution, delivery and performance of this Agreement by it and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of its certificate of incorporation, bylaws or other equivalent organizational documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of its properties or assets, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, instrument or other understanding to which it is a party or by which any of its property or assets are bound or affected; or (iii) conflict with or result in a violation of any Law applicable to it, or by which any of its property or asset is bound or affected.

5. Representations and Warranties of each of the Rollover Holders. Each of the Rollover Holders hereby represents and warrants to Parent that:

(a) (i) this Agreement has been duly and validly executed and delivered by him and constitutes a valid and legally binding obligation of him, enforceable against him in accordance with the terms of this Agreement; and (ii) he had access to all of the information he required in order to evaluate his investment in Parent;

(b) the execution, delivery and performance of this Agreement by such Rollover Holder and the consummation by such Rollover Holder of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon the Rollover Contribution Shares, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, instrument or other understanding by which the Rollover Contribution Shares are bound or affected, or (ii) conflict with or result in a violation of any Law applicable to such Rollover Holder, or by which the Rollover Contribution Shares are bound or affected; and

(c) as of the date hereof and as of the Effective Time, such Rollover Holder is the beneficial owner of the Rollover Contribution Shares. At the Effective Time, the Rollover Contribution Shares shall be free and clear of any Liens and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of any such Rollover Contribution Shares) other than those created by this Agreement.

6. Confidentiality. This Agreement shall be treated as confidential and is being provided to the Company solely in connection with the Merger. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by the Rollover Holders except with the prior written consent of Parent in each instance; provided that no such written consent is required for any disclosure of the existence or content of this Agreement (i) to the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filing relating to the Merger (provided, that the Rollover Holders shall provide Parent with a reasonable opportunity to review any such disclosure in advance); (ii) to the extent that such information is already publicly available other than as a result of a breach of this Agreement by the Rollover Holders; (iii) pursuant to any litigation relating to the Merger, the Merger Agreement or the transactions contemplated thereby as permitted by or provided in the Merger Agreement; or (iv) to the Rollover Holders’ or the Company’s Representatives and Affiliates or the Special Committee’s advisors who need to know of the existence of this Agreement.

7. Termination. This Agreement, and the obligation of the Rollover Holders to transfer, contribute and deliver the Rollover Contribution Shares, will terminate automatically and immediately upon the earlier to occur of (i) the Effective Time (at which time the obligation of the Rollover Holders shall be discharged but subject to the performance of such obligation by each of the Rollover Holders immediately prior to the Effective Time of the Merger) and (ii) the valid termination of the Merger Agreement in accordance with its terms; provided, however, that in each case the Rollover Holders shall continue to have liability for breaches of this Agreement prior to the termination of this Agreement.

8. Tax-Free Exchange. The parties hereto intend that for U.S. federal tax purposes, the contribution of the Rollover Contribution Shares by the undersigned and the receipt of interests by the undersigned be treated collectively as a transaction governed by Section 721 of the Code, and none of such parties shall take any contrary position unless otherwise required by a change in applicable Law; provided, however, under no circumstances is it guaranteed that any contribution of the Rollover Contribution Shares by the undersigned and the receipt of interests by the undersigned will be governed by Section 721 of the Code, and the parties agree that it is in their best interests to consult their own advisors and to draw their own conclusions relating to the applicability of Section 721 of the Code.

9. No Modification; Entire Agreement. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by Parent, the Rollover Holders and the Company in writing. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, understandings and statements, written or oral, between Rollover Holders and Parent with respect to the subject matter hereof and the transactions contemplated hereby. No transfer or assignment of any of the Rollover Holders’ rights or obligations hereunder (including the contribution, transfer and delivery of the Rollover Contribution Shares) shall be permitted without the prior written consent of Parent and the Company and no transfer or assignment of any of Parent’s rights or obligations hereunder shall be permitted without the prior written consent of the Rollover Holders and the Company. Any purported transfer in violation of the preceding sentence shall be null and void.

10. Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles. The parties hereto agree that any proceeding brought by any party or third party beneficiary to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal or state court located in the State of Delaware. Each of the parties hereto submits to the jurisdiction of any such court in any proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such proceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding in any such court or that any such proceeding brought in any such court has been brought in an inconvenient forum.

11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

12. Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other party hereto, it being understood that each party hereto need not sign the same counterpart.

13. Third Party Beneficiaries. The parties hereby agree that, except as expressly provided otherwise herein, their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights under any provision of this Agreement. Notwithstanding the foregoing, the parties hereby agree that the Company is an express third-party beneficiary hereof and shall have the right directly to enforce specifically the terms and provisions of this Agreement against the Rollover Holders or the Parent.

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Sincerely,

/s/ Xianfu Han

Name:  Xianfu Han

/s/ Weili He

Name:  Weili He

Agreed to and accepted:
Novel Gain Holdings Limited
By	/s/ Xianfu Han
	Name:	Xianfu Han
	Title:	Director

Exhibit A

No.	Name	Number of Rollover Contribution Shares
1	Xianfu Han		5,785,750
2	Weili He		3,023,833
Total			8,809,583

EX-99.6

Exhibit 99.6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of James Hsu and Nicholas Unkovic, its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for it and in its name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, Inc.;

2. Prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. Seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in China Advanced Construction Materials Group, Inc.’s (the “Company”) securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. Perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1. This Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. Any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3. Neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for the undersigned, (b) any liability for any failure to comply with such requirements for the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; and

4. This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of October 2011.

NOVEL GAIN HOLDINGS LIMITED

By: /s/ Xianfu Han

Name: Xianfu Han

Title: Director