- Statement of Changes in Beneficial Ownership (4)
December 17 2010 - 6:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
First Jet Investment Ltd
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2. Issuer Name
and
Ticker or Trading Symbol
China Architectural Engineering, Inc.
[
CAEI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CHINA ARCHITECTURAL ENGINEERING INC., NO 801 WUZHONG RD, CHANGZHOU SCIENCE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2010
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(Street)
WUJIN DIST, CHANGZHOU, JIANGSU, F4 213164
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
(2)
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12/9/2010
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S
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6000000
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D
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$0.55
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19000000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On December 9, 2010, the Reporting Person effected a transfer of a total of 6,000,000 shares of common stock of the Issuer to
three purchasers in a private sales transaction at a per share sales price of $0.55, for aggregate proceeds of $3.3 million.
In connection with the sale, the Reporting Person granted a single put option to each of the purchasers that becomes
exercisable beginning on the date that is six months from the date of transfer and remains exercisable for the three-month
period thereafter pursuant to which each and any of the purchasers may require the Reporting Person to purchase back from
the purchasers the shares not yet disposed by the purchasers at $0.55 per share. Under certain events, the purchasers may
require the Reporting Person to purchase back the shares earlier, beginning on February 28, 2011. First Jet Investments
Limited is the wholly owned subsidiary of Gaotime Corporation Limited as of September 1, 2010, (Continued in Footnote 2)
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(
2)
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after Mr. Jun Tang transferred 100% of the equity interest in First Jet Investments Limited to Gaotime Corporation Limited,
which was owned by Mr. Jun Tang and Wing Lun (Alan) Leung in the amounts of approximately 72% and 11%, respectively, as of
such transfer. On December 15, 2010, Mr. Leung transferred his 11% interest in Gaotime to Mr. Tang, resulting in Mr. Tang
owning 83% of Gaotime. Mr. Tang is the Chairman of the Board of Directors of the Issuer and Mr. Leung is the Chief Executive
Officer of the Issuer. Mr. Leung and Mr. Tang are each also a director of Gaotime Corporation Limited. Due to Mr. Tang's
ownership interest in Gaotime and position, he may be deemed to be a beneficial owner of the shares of the Issuer held by
First Jet Investments Limited. Mr. Tang disclaims beneficial ownership of the shares of the Issuer held by First Jet
Investments Limited except to the extent of his pecuniary interest.
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Remarks:
Exhibit List Exhibit 99 - Joint Filer Information
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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First Jet Investment Ltd
C/O CHINA ARCHITECTURAL ENGINEERING INC.
NO 801 WUZHONG RD, CHANGZHOU SCIENCE
WUJIN DIST, CHANGZHOU, JIANGSU, F4 213164
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X
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Tang Jun
C/O CHINA ARCHITECTURAL ENGINEERING INC.
NO 801 WUZHONG RD, CHANGZHOU SCIENCE
WUJIN DIST, CHANGZHOU, JIANGSU, F4 213164
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X
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X
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Leung Alan
C/O CHINA ARCHITECTURAL ENGINEERING INC.
NO 801 WUZHONG RD, CHANGZHOU SCIENCE
WUJIN DIST, CHANGZHOU, JIANGSU, F4 213164
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X
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X
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CHIEF EXECUTIVE OFFICER
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Gaotime Corp Ltd
C/O CHINA ARCHITECTURAL ENGINEERING INC.
NO 801 WUZHONG RD, CHANGZHOU SCIENCE
WUJIN DIST, CHANGZHOU, JIANGSU, F4 213164
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X
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Signatures
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/s/ Jun Tang
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12/17/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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