As filed with the Securities and Exchange Commission on September 20, 2018

Registration No. 333-226308

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 3 to

FORM F-4

REGISTRATION STATEMENT  

UNDER

THE SECURITIES ACT OF 1933

 

CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   1700   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

9 North West Fourth Ring Road

Yingu Mansion Suite 1708

Haidian District Beijing

People’s Republic of China

+86 (10) 8520-5588

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

 

Campbells Corporate Services Limited

Floor 4, Willow House,

Cricket Square

Grand Cayman KY1-9010

Cayman Islands

+1 345 9492648  

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Joan Wu Esq.

Hunter Taubman Fischer & Li, LLC

1450 Broadway, Floor 26

New York, NY 10018

Tel: (212) 530-2208

Facsimile: (212) 202-6380 Hunter Taubman Fischer and Li LLC

 

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effectiveness of this registration statement and the satisfaction or

waiver of all other conditions under the merger agreement described herein.

 

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(d) 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 applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

  

 

 

   

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered

 

Amount to be

registered(1)

   

Proposed maximum

offering price per share

 

Proposed maximum

aggregate offering

price(2)

   

Amount of

registration
fee(3)

 
                             
Ordinary Shares $0.001 par value     (1)   N/A   $ 32,383,029.10     $ 4,032 (4)

  

(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares is not set forth herein. Pursuant to Rule 457(o), the registration fee has been computed on the basis of the maximum aggregate offering price of all ordinary shares of Registrant expected to be issued upon completion of the merger of the Registrant, an exempted company incorporated under the laws of the Cayman Islands and wholly owned subsidiary of China Advanced Construction Materials Group, Inc., a Nevada corporation (“CADC Nevada”), with and into the Registrant.

 

(2) Estimated solely for purposes of calculation of the registration fee in accordance with Rule 457(c) and (f) of the Securities Act based upon the product of: (i) 5,488,649 the maximum number of shares of CADC Nevada common stock that may be exchanged in the merger as of July 19, 2018, multiplied by (ii) $5.90, the average of the closing price for shares of CADC Nevada's common stock as reported on the Nasdaq Stock Market on July 18, 2018.

 

(3) This fee has been calculated under Section 6(b) of the Securities Act by multiplying the proposed maximum aggregate offering amount by 0.0001245.

 

(4) Previously paid in connection with the initial filing of this registration statement

 

The registrant hereby 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 that specifically states that this registration statement shall thereafter 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

  

 

 

 

 

 

Explanatory Note

 

China Advanced Construction Materials Group, Inc. (the “Registrant”) is filing this Amendment No. 3 (the “Amendment”) to its Registration Statement on Form F-4 (File No. 333-226308) as an exhibit-only filing to file exhibits 5.1, 8.1 and 23.2 and restate the list of exhibits set forth in Item 21 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the registration Statement, including the signature page and the exhibit index, and the filed exhibits. The proxy statement/prospectus is unchanged and has been omitted.

  

 

 

  

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20. Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against actual fraud or the consequences of committing a crime. Our articles of association permit indemnification of officers and directors (including former officers and directors) out of the assets of the company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default.

 

We expect to enter into indemnification agreements with our directors, executive officers and with certain other officers and employees (including officers and employees of its subsidiaries). The indemnification agreements will generally require that we indemnify and hold an indemnitee harmless to the fullest extent permitted by law for liabilities arising out of the indemnitee's association with us or another entity where he or she acts or acted as a director or officer or in a similar capacity at our request, if the indemnitee acted honestly and in good faith with a view to the best interests of us or other entity, as the case may be and, with respect to a criminal or administrative action or proceeding that is enforced by monetary penalty, if the indemnitee had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defense expenses by us.

 

Item 21. Exhibits and Financial Statement Schedules

 

2.1   Agreement and Plan of Merger dated August 30, 2018.*
3.1   Form of Amended and Restated Memorandum of Association and Articles of Association of China Advanced Construction Materials Group, Inc.*
5.1   Legal opinion of Campbells .
8.1   Tax opinion of Hunter Taubman Fischer and Li LLC.
10.1   Form of Indemnification Agreement.*
10.2   Unofficial English translation of Purchase Agreement with Beijing Lianlv Technical Group Ltd.*
21.1   Subsidiaries of China Advanced Construction Materials Group, Inc.*
23.1   Consent of Campbells (included in Exhibit 5.1) .
23.2   Consent of Independent Registered Public Accounting Firm.
23.4   Consent of Hunter Taubman Fischer and Li LLC (included in Exhibit 8.1).
24.1   Power of Attorney (included on signature page).
99.1   Form of Proxy Card.*

 

* Previously filed  

 

II- 1

 

 

Item 22. Undertakings

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

 

(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(6) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(7) That every prospectus (i) that is filed pursuant to paragraph (5) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(8) (i) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

 

(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

II- 2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Beijing, China, on September 20, 2018.

 

  CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
     
  By: /s/ Xianfu Han

 

 

Name: 

 

Xianfu Han

Chief Executive Officer

(Principal Executive Officer)

 

  By: /s/ Weili He
  Name:  

Weili He

Interim Chief Financial Officer

    (Principal Financial Officer and Principal   Accounting Officer)

 

POWER OF ATTORNEY

  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

  

/s/ Xianfu Han   Chief Executive Officer and Chairman of the Board   September 20, 2018
Xianfu Han        
         
/s/ Weili He   Interim Chief Financial Officer, Vice Chairman of the   September 20, 2018
Weili He   Board, Chief Operating Officer, Chief Accounting Officer    
         
*   Director   September 20, 2018
Tao Jin        
         
*   Director   September 20, 2018
Pei Wei        
         
*   Director   September 20, 2018
Jiehui Fan        

  

*By:  /s/ Xianfu Han  
  Xianfu Han  
  Attorney-in-fact  

 

II- 3

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of China Advanced Construction Materials Group, Inc., has signed this registration statement in the state of New York, U.S., on September 20, 2018.

 

  /s/ Joan Wu
  Joan Wu

  

II- 4

 

 

EXHIBIT INDEX

  

2.1   Agreement and Plan of Merger dated August 30, 2018.*
3.1   Form of Amended and Restated Memorandum of Association and Articles of Association of China Advanced Construction Materials Group, Inc.*
5.1   Legal opinion of Campbells .
8.1   Tax opinion of Hunter Taubman Fischer and Li LLC.
10.1   Form of Indemnification Agreement.*
10.2   Unofficial English translation of Purchase Agreement with Beijing Lianlv Technical Group Ltd.*
21.1   Subsidiaries of China Advanced Construction Materials Group, Inc.*
23.1   Consent of Campbells (included in Exhibit 5.1) .
23.2   Consent of Independent Registered Public Accounting Firm.
23.4   Consent of Hunter Taubman Fischer and Li LLC (included in Exhibit 8.1).
24.1   Power of Attorney (included on signature page).
99.1   Form of Proxy Card.*

 

* Previously filed  

 

 

 

II-5

 

Exhibit 5.1

 

 

China Advanced Construction Materials Group, Inc.

Floor 4, Willow House

Cricket Square

Grand Cayman KY1-9010

Cayman Islands

 

20 September 2018

 
 

Campbells

Floor 4, Willow House, Cricket Square

Grand Cayman KY1-9010

Cayman Islands

D +852 3708 3015

T +852 3708 3014

F +1 345 949 8613

E MRajic@campbellslegal.com

 

campbellslegal.com

 

Our Ref: [MR]/14488-19065

Your Ref:

CAYMAN | BVI | HONG KONG

 

 

 

Dear Sirs

 

China Advanced Construction Materials Group, Inc. (the “Company”)

We have acted as Cayman Islands counsel to the Company, an exempted company incorporated in the Cayman Islands, and have been requested to provide this legal opinion in connection with the Company’s registration statement on Form F-4, including all amendments or supplements thereto, as originally filed with the United States Securities and Exchange Commission (the “ Commission  ”) under the United States Securities Act of 1933, as amended (the “ Act  ”) on 20 September 2018 (File No. 333-226308) (the “ Registration Statement ”), in respect of the 5,488,649 ordinary shares with a nominal or par value of US$0.001 per share in the capital of the Company (the “ Shares ”) to be issued by the Company in connection with that certain Agreement and Plan of Merger between the Company and China Advanced Construction Materials Group, Inc., a Nevada corporation (the “ Merger Agreement ”).

We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date hereof.

1 Documnts Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents and such other documents or instruments as we deem necessary:

1.1 the Certificate of Incorporation of the Company dated 28 June 2018, and the Memorandum of Association and Articles of Association of the Company as registered on 28 June 2018 and the Amended and Restated Memorandum and Articles of Association of the Company as conditionally adopted by Special Resolution passed on 20 September 2018 (the “ Memorandum and Articles ”);
1.2 the written resolutions of the board of directors of the Company dated 20 September 2018 (the “ Resolutions ”) and the corporate records of the Company maintained at its registered office in the Cayman Islands;

1.3 the shareholder resolutions of the Company dated 20 September 2018 (the “ Shareholder Resolutions ”);
1.4 the register of members of the Company maintained at its registered office in the Cayman Islands (the “ Register of Members ”);
1.5 a certificate from a director of the Company dated 20 September 2018, a copy of which is attached hereto (the “ Director’s Certificate ”);
1.6 the Merger Agreement; and
1.7 the Registration Statement.
2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the factual confirmations contained in the Director’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1 copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate;

   

 

  

2.2 all signatures, initials and seals are genuine;
2.3 there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions expressed herein;
2.4 the Shares to be offered and issued by the Company pursuant to the Merger Agreement and the Registration Statement will be issued by the Company against payment in full, of the consideration, in accordance with the Merger Agreement and be duly registered in the Company’s register of members; and
2.5 there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Registration Statement or the Merger Agreement.
3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.
3.2 The issue of the Shares to be issued by the Company as contemplated by the Merger Agreement and the Registration Statement has been authorized by all necessary corporate action on the part of the Company.
3.3 When issued in the manner described in the Merger Agreement and the Registration Statement and in accordance with the resolutions adopted by the board of directors of the Company, the Shares will be validly issued, fully paid and non-assessable.
4 Qualifications

We make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

In this opinion, the phrase “non-assessable” means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

This opinion is provided solely for your benefit and use and may not be quoted in whole or in part or otherwise referred to or filed with any government agency or any other person without our prior express written consent, and no person other than the Company is entitled to rely on this opinion. Notwithstanding the foregoing, we hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading "Background and Reasons for the Merger" included in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours faithfully

/s/ Campbells

Campbells

   

Exhibit 8.1

 

 

 

China Advanced Construction Materials Group, Inc.
9 North West Fourth Ring Road

Yingu Mansion Suite 1708

Haidian District Beijing

People’s Republic of China

+86 (10) 8520-5588

 

September 20, 2018

 

Ladies and Gentlemen: 

 

We are acting as your U.S. federal income tax counsel in connection with the preparation and execution of the Registration Statement on Form F-4, as amended, including the prospectus contained therein (together, the “Registration Statement”), filed by you with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”). 

 

In connection with this opinion, we have examined and are familiar with Agreement and Plan of Merger, dated as of August 30, 2018 (the “Merger Agreement”), by and among China Advanced Construction Materials Group, Inc., a Nevada Corporation, (“CADC Nevada”) and China Advanced Construction Materials Group, Inc., a Cayman Islands’ Company (“CADC Cayman”), a newly formed exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of CADC Nevada, the Registration Statement, and such other presently existing documents, records and matters of law as we have deemed necessary or appropriate for purposes of our opinion. Pursuant to the Merger Agreement, CADC Cayman will merge with and into CADC Nevada. Upon completion of the merger, CADC Cayman will own and continue to conduct the business that CADC Nevada and its subsidiaries currently conduct, in substantially the same manner (the “Merger”). In addition, we have assumed, without any independent investigation or examination thereof: (i) that the Merger will be consummated in accordance with the provisions of the Merger Agreement and in the manner contemplated by the Registration Statement, the Merger will be effective under applicable state law, and the parties have complied with and, if applicable, will continue to comply with, the covenants, conditions and other provisions contained in the Merger Agreement without any waiver, breach or amendment thereof; (ii) the continuing truth and accuracy at all times through the Effective Time (as defined in the Merger Agreement) of the statements, representations and warranties made by CADC Nevada or CADC Cayman in the Merger Agreement or the Registration Statement or otherwise made to us; and (iii) that any such statements, representations or warranties made “to the knowledge” or based on the belief or intention of CADC Nevada or CADC Cayman or similarly qualified are true and accurate and will continue to be true and accurate at all times through the Effective Time, without such qualification. 

 

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we hereby confirm to you that the discussion set forth under the heading “Taxation—Material United States Federal Income Tax Consequences Relating to the Merger and the Ownership and Disposition of CADC Cayman’s Ordinary Shares” in the Registration Statement, insofar as such statements describe United States federal income tax law and regulations or legal conclusions with respect thereto, constitutes our opinion as to the matters described therein in all material respects.

 

This opinion represents and is based upon our best judgment regarding current U.S. federal income tax laws, including the Internal Revenue Code of 1986 and December 22, 2017, as amended, existing judicial decisions, administrative regulations and published rulings and procedures. Because this opinion is being delivered prior to the Effective Time, it must be considered prospective and dependent on future events. There can be no assurance that changes in the law will not take place that could affect the U.S. federal income tax consequences of the Merger, or that contrary positions may not be taken by the Internal Revenue Service or the courts. In the event any of the facts, statements, descriptions, covenants, representations, warranties, or assumptions upon which we have relied is incorrect, our opinion might be adversely affected and may not be relied upon. 

 

     

 

 

 

 

This opinion addresses only matters set forth in the second preceding paragraph above. This opinion does not address any other U.S. federal tax consequences or any state, local, or non-U.S. tax consequences that may result from the Merger or any other transaction (including any transaction contemplated by the Merger Agreement or undertaken in connection with or in contemplation of the Merger). 

 

We hereby consent to the filing with the Securities and Exchange Commission of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Material United States Federal Income Tax Consequences Relating to the Merger and the Ownership and Disposition of CADC Cayman’s Ordinary Shares” and “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. 

 

This opinion has been delivered to you solely for the purpose of filing with the Securities and Exchange Commission as part of the Registration Statement on Form F-4 and is intended solely for your benefit and the benefit of holders of your ordinary shares to the extent such holders are specifically described and not excluded from the coverage of the opinion described in the Registration Statement. It may not be relied upon for any other purpose or by any other person or entity without our prior written consent.

  

  Very truly yours,
   
  /s/ Hunter Taubman Fischer & Li LLC
   
  Hunter Taubman Fischer & Li LLC

 

 

 

 

 

Exhibit 23.2

     

  

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    

We hereby consent to the incorporation by reference in the Registration Statement on Amendment No. 3 to Form F-4 of China Advanced Construction Materials Group, Inc. of our report dated September 28, 2017 with respect to the consolidated financial statements of China Advanced Construction Materials Group, Inc. and Subsidiaries included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2017, filed with the Securities and Exchange Commission on September 28, 2017.

 

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

  

/s/ Friedman LLP  
   
New York, New York  
September 20, 2018