- Statement of Changes in Beneficial Ownership (4)
14 Marzo 2011 - 7:14PM
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 APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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
*
KGE GROUP 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)
ROOM 2, 10/F BLOCK D, KA MING COURT,, 688 CASTLE PEAK RD, LAI CHI KOK, KOWLOON
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2011
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(Street)
HONG KONG, F4 00000
(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)
(3)
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3/10/2011
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S
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11000
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D
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$0.9663
(1)
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3352212
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D
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Common Stock
(2)
(3)
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3/14/2011
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S
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65575
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D
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$1.0328
(2)
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3286637
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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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The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on
December 14, 2010. The price reported in Column 4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $0.96 to $0.9997, inclusive.
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(
2)
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The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on
December 14, 2010. The price reported in Column 4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $0.95 to $1.09, inclusive. The reporting person undertakes to provide to China
Architectural Engineering, Inc., any security holder of China Architectural Engineering, Inc., or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate
price within the ranges set forth in footnotes (1) and (2) to this Form 4.
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(
3)
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Luo Ken Yi, Ye Ning and Tang Nianzhong are directors and may be deemed to have voting and investment control over the shares
owned by KGE Group Limited. In addition, Luo Ken Yi, Ye Ning and Tang Nianzhong own approximately 70%, 10% and 10%
respectively, of KGE Group Limited's issued and outstanding shares. In addition, KGE Holding Limited owns approximately 5%
of the issued and outstanding shares of KGE Group Limited, of which is owned by Luo Ken Yi and his brother. As a result,
Tang Nianzhong may be deemed to be a beneficial owner of the shares held by KGE Group Limited. Each of the foregoing persons
disclaims beneficial ownership of the shares held by KGE Group Limited except to the extent of his pecuniary interest.
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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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KGE GROUP LTD
ROOM 2, 10/F BLOCK D, KA MING COURT,
688 CASTLE PEAK RD, LAI CHI KOK, KOWLOON
HONG KONG, F4 00000
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X
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YI LUO KEN
ROOM 2, 10/F BLOCK D, KA MING COURT,
688 CASTLE PEAK RD, LAI CHI KOK, KOWLOON
HONG KONG, F4 00000
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X
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X
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President
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NING YE
ROOM 2, 10/F BLOCK D, KA MING COURT,
688 CASTLE PEAK RD, LAI CHI KOK, KOWLOON
HONG KONG, F4 00000
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X
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NIANZHONG TANG
ROOM 2, 10/F BLOCK D, KA MING COURT,
688 CASTLE PEAK RD, LAI CHI KOK, KOWLOON
HONG KONG, F4 00000
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X
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Signatures
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/s/ Luo Ken Yi for KGE Group and self
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3/14/2011
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**
Signature of Reporting Person
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Date
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/s/ Ye Ning
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3/14/2011
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**
Signature of Reporting Person
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Date
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/s/ Tang Nianzhong
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3/14/2011
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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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