SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

   

 

   

FORM S-8

 

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   N/A
(State or Other Jurisdiction of
Incorporation or Organization) 		  (I.R.S. Employer
Identification No.)
     
9 North West Fourth Ring Road Yingu Mansion Suite 1708    
Haidian District, Beijing, People’s Republic of China   100190
  (Address of Principal Executive Offices)   (Zip Code)

 

2018 Equity Incentive Plan
(Full Title of the Plan)

 

Mr. Yang (Sean) Liu

Chief Executive Officer

9 North West Fourth Ring Road Yingu Mansion Suite 1708
Haidian District Beijing, People’s Republic of China 100190
( Name and Address of Agent for Service )

 

+86 (10) 8520-5588

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

 

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

1450 Broadway, 26th Floor

New York, NY 10018

(212) 530-2210

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  Emerging growth company ☐

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered 		  Amount to be Registered (1)     Proposed Maximum Offering
Price Per
Share (2) 		    Proposed Maximum Aggregate Offering
Price (2) 		    Amount of Registration Fee  
Ordinary shares, $.001 par value per share 1     550,000     $ 2.985     $ 1,641,750     $ 199  
Total     550,000                     $ 199  

    

 
(1) Represents 550,000 ordinary shares issuable under our 2018 Equity Incentive Plan, dated as of May 28, 2018. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions.

 

(2) Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities Act upon the basis of the average of the high and low prices per share of the Registrant’s common stock as reported on the NASDAQ Capital Market on June 11, 2019.

 

 

 

 

 

EXPLANATORY NOTE

 

China Advanced Construction Materials Group, Inc. (“ we ,” “ us, ” “ our ” or the “ Company ”) has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 550,000 ordinary shares of issuable under our 2018 Equity Incentive Plan, dated as of May 28, 2018 (the “ 2018 Plan ”).

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

Item 1. Registrant Information and Employee Plan Annual Information.

 

The documents containing the information required by Part I of Form S-8 will be sent or given to the participants in the 2018 Plan, as the case may be, as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not required to be, and may not be, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2. Plan Information.

 

The following documents are available without charge, upon written or oral request, by contacting Mr. Yang (Sean) Liu, the Chief Executive Officer of the Company, at the address and telephone number listed below: 1) any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus); and 2) other documents required to be delivered to eligible employees, pursuant to Rule 428(b):

 

China Advanced Construction Materials Group, Inc.

9 North West Fourth Ring Road Yingu Mansion Suite 1708
Haidian District, Beijing, People’s Republic of China 100190

+86 (10) 8520-5588

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1) our Current Report on Form 6-K filed with the Commission on January 7, 2019, March 28, 2019, and June 5, 2019 (except any portions thereof which are furnished and are not filed shall not be deemed incorporated);

 

(2) our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, filed with the Commission on January 4, 2019;

 

(3) our Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed with the Commission on December 10, 2018;

 

(4) our Registration Statement on Form F-4, initially filed with the Commission on July 24, 2018

  

(5) The description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-34515) filed with the Commission on October 30, 2009, including any amendment and report subsequently filed for the purpose of updating that description.

 

(6) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (3) above.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities .

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel .

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers .

 

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:

 

(a)   Subsection 1 of Section 78.7502 of the Nevada Revised Statutes (“NRS”) empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.”

 

II- 1

 

 

Subsection 2 of Section 78.7502 of the NRS empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.”

 

Subsection 3 of Section 78.7502 of the NRS further provides that “to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter herein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.”

 

(b)   Article 42 of the Amended and Restated Memorandum of Association (the “Memorandum and Articles”) of the Company provides that every Director, Secretary, or other officer of the Company (including alternate directors, proxy directors and former directors and officers), any trustee for the time being acting in relation to the Company (including any nominee shareholder holding shares in the Company) and their heirs and personal representatives (each an “Indemnified Person”) shall be entitled to be indemnified out of the assets of the Company against all actions, proceedings, costs, damages, expenses, claims, losses or liabilities which they or any of them may sustain or incur by reason of any act done or omitted in or about the execution of the duties of their respective offices or trusts or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted except to the extent that any of the foregoing arise through his dishonesty.

 

No Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever which may happen to or be incurred by the Company in the execution of the duties, powers, authorities or discretions of his office or in relation thereto, (b) for the acts, receipts, neglects, defaults or omissions of any other such Director or person or (c) by reason of his having joined in any receipt for money not received by him personally or (d) for any loss on account of defect of title to any property of the Company or (e) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (f) for any loss incurred through any bank, broker or other agent or (g) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on his part or (h) for any other loss or damage due to any such cause as aforesaid except to the extent that any of the foregoing arise through his dishonesty.

 

The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

 

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

 

II- 2

 

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to provisions of the Memorandum and Articles, or otherwise, we have been advised that in the opinion of the Commission, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us 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 offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Item 7. Exemption from Registration Claimed .

 

Not applicable.

 

Item 8. Exhibits .

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

Item 9. Undertakings .

 

A.   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:

 

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

 

(b)   To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and

 

(c)     To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided , however , that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)   That, for the purpose of determining any liability under the Securities Act, 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.

 

B.   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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.

 

C.     Insofar as indemnification for liabilities arising under the Securities Act 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 Commission, such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.

 

II- 3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Beijing, Haidian District, People’s Republic of China on this 12th day of June, 2019.

 

  CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
   
  By: /s/ Yang (Sean) Liu
  Name: Yang (Sean) Liu
  Title: Chief Executive Officer

 

II- 4

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Yang (Sean) Liu and Lili Jiang, or either of them, his true and lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date

 

/s/ Yang (Sean) Liu

 

 

Chairman of the Board of Directors

 

 

June 12, 2019

Yang (Sean) Liu   and Chief Executive Officer (Principal Executive Officer)    
         
/s/ Lili Jiang   Chief Financial Officer    
Lili Jiang   (Principal Financial and Accounting Officer)   June 12, 2019
         
/s/ Tao Jin   Independent Director   June 12, 2019
Tao Jin        

 

/s/ Wei Pei

 

 

Independent Director

 

 

June 12, 2019

Wei Pei        

 

/s/ Jiehui Fan

 

 

Independent Director

 

 

June 12, 2019

Jiehui Fan        

   

II- 5

 

 

EXHIBIT INDEX

   

Exhibit No.   Description
     
5.1   Opinion of Conyers Dill & Pearman (regarding validity of ordinary shares being registered).
     
10.1   2018 Equity Incentive Plan of China Advanced Construction Materials Group, Inc. dated as of May 28, 2018 (incorporated herein by reference to (i) Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 26, 2018)
     
23.1   Consent of Conyers Dill & Pearman (included in its opinion filed as Exhibit 5.1).
     
23.2   Consent of Wei, Wei & Co., LLP
     
24.1   Power of Attorney (included in the signature page hereto).

 

 

II-6

 

Exhibit 5.1

 

 

CONYERS DILL & PEARMAN  

Cricket Square, Hutchins Drive

PO Box 2681, Grand Cayman KY1-1111

Cayman Islands 

T +1 345 945 3901 

conyers.com

 

June 12, 2019

 

Matter No.: 711632

Doc Ref: Legal – 15344529.6

 

1-345-945-3901

Cora.Miller@conyersdill.com

 

China Advanced Construction Materials Group, Inc.

9 North West Fourth Ring Road

Yingu Mansion, Suite 1708

Haidian District, Beijing

People’s Republic of China

 

Dear Sirs,

 

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

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed by the Company with the United States Securities and Exchange Commission (the “ Commission ”) (the “ Registration Statement ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 550,000 ordinary shares, par value US$0.001 per share (the “ Shares ”) to be issued pursuant to the Company’s 2018 Equity Incentive Plan dated May 28, 2018 (the “ Plan ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

 

1. the Registration Statement; and

 

2. the Plan.

 

We have also reviewed and relied upon the amended and restated memorandum of association and the articles of association of the Company, each certified by the Secretary of the Company on May 24 2019, unanimous written resolutions of the directors of the Company dated April 16, 2019 (collectively, the “ Resolutions ”), a certificate of good standing of the Company issued by the Registrar of Companies of the Cayman Islands and dated May 24, 2019 (the “ Certificate Date ”), and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

 

 

 

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, (f) that, upon the issue of any shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) the validity and binding effect under the laws of the United States of America of the Registration Statement and Plan and that the Registration Statement will be duly filed with and declared effective by the Commission, (h) that on the date of issuance of any of the Shares, the Company will have sufficient authorised but unissued ordinary shares, and (h) that on the date of issuance of any award under the Plan, the Company will be able to pay its liabilities as they become due.

 

We express no opinion with respect to the issuance of Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Shares by the Company and is not to be relied upon in respect of any other matter.

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

1. As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).

 

2. The Shares, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman                    

Conyers Dill & Pearman

 

 

 

Page 2 of 2

 

conyers.com

 

Exhibit 23.2

 

 

 

●  Main Office

     133-10 39 TH Avenue

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     Tel. (718) 445-6308

     Fax. (718) 445-6760

 

●  California Office

     36 W Bay State Street

     Alhambra, CA 91801

     Tel. (626) 282-1630

     Fax. (626) 282-9726

 

●  Beijing Office

     11/F North Tower

    Beijing Kerry Centre

     1 Guanghua Road

    Chaoyang District

     Beijing 100020, PRC

    Tel. (86 10) 65997923

     Fax. (86 10) 65999100

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our reports relating 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 years ended June 30, 2018 and 2017, filed with the Securities and Exchange Commission on December 10, 2018.

  

/s/ Wei, Wei & Co., LLP

 

New York, New York

June 12, 2019