UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Amendment No. 2)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP,
INC.
(Name of Issuer)
China Advanced
Construction Materials Group, Inc.
Novel Gain Holdings Limited
CACMG Acquisition, Inc.
Xianfu Han
Weili He
(Name of Persons Filing Statement)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
169365 10 3
(CUSIP Number)
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China Advanced Construction Materials Group, Inc. |
Xianfu Han and Weili He |
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9 North West Fourth Ring Road |
c/o China Advanced Construction Materials Group, Inc. |
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Yingu Mansion Suite 1708 |
9 North West Fourth Ring Road |
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Haidian District Beijing |
Yingu Mansion Suite 1708 |
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People’s Republic of China 100190 |
Haidian District Beijing |
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Attn: Jianling Chen |
People’s Republic of China 100190 |
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+86 10 82525361 |
+86 10 82525361 |
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Novel Gain Holdings Limited |
CACMG Acquisition, Inc. |
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c/o China Advanced Construction Materials Group, Inc. |
c/o China Advanced Construction Materials Group, Inc. |
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9 North West Fourth Ring Road |
9 North West Fourth Ring Road |
|
Yingu Mansion Suite 1708 |
Yingu Mansion Suite 1708 |
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Haidian District Beijing |
Haidian District Beijing |
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People’s Republic of China 100190 |
People’s Republic of China 100190 |
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Attn: Xianfu Han |
Attn: Xianfu Han |
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+86 10 82525361 |
+86 10 82525361 |
(Name, address
and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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James L. Hsu |
Woon-Wah Siu |
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Squire Sanders & Dempsey (US) LLP |
Pillsbury Winthrop Shaw Pittman LLP |
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Suite 1207, 12th Floor |
Suite 4201, Bund Center |
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Shanghai Kerry Centre |
222 Yan An Road East, Huangpu District |
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1515 Nanjing Road West |
Shanghai, China 200002 |
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Shanghai 200040 |
+86 21 61377999 |
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People’s Republic of China |
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+86 21 61036360 |
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This statement is filed in connection with (check the appropriate box):
[X] The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
[ ] The filing of a registration statement under the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results of the transaction: [X]
CALCULATION OF FILING FEE
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Transaction Valuation |
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Amount of Filing Fee |
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,753.85
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Party: China Advanced Construction Materials Group, Inc.
Date Filed: October 31, 2011
INTRODUCTION
This Amendment No. 2 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, jointly by the following persons (collectively, the “Filing Persons”): China Advanced Construction Materials Group, Inc., a Delaware corporation (the “Company”), the issuer of the common stock, par value $.001 per share that is subject to the Rule 13e-3 transaction; Novel Gain Holdings Limited, a British Virgin Islands company (“Parent”); CACMG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Xianfu Han (“Mr. Han”), chairman of the board of directors and chief executive officer of the Company; and Weili He (“Mr. He”), vice chairman of the board of directors and chief operating officer of the Company. This Transaction Statement relates to the agreement and plan of merger (the “Merger Agreement”), dated as of October 24, 2011, among Parent, Merger Sub, Mr. Han, Mr. He and the Company.
On July 9, 2012, Parent, Merger Sub, the Company, Mr. Han, and Mr. He entered into a Termination of Agreement and Plan of Merger relating to the Merger Agreement, as a result of which the parties thereto agreed to terminate the Merger Agreement.
By filing this Transaction Statement, the Filing Persons hereby withdraw the previously filed Schedule 13E-3 that was filed with the SEC on November 1, 2011 and Amendment No. 1 to Schedule 13E-3 that was filed with the SEC on November 30, 2011.
Item 16 Exhibits.
(d)(3) Termination of Agreement and Plan of Merger, dated as of July 9, 2012, by and among Novel Gain Holdings Limited, CACMG Acquisition, Inc., China Advanced Construction Materials Group, Inc., Xianfu Han, and Weili He (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2012).
SIGNATURE
After due inquiry and to the best of knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
CHINA ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
By: /s/ Tao
Jin
Tao Jin
Director
Dated: July 11, 2012
NOVEL GAIN HOLDINGS LIMITED
By: /s/ Xianfu
Han
Xianfu Han
Director
Dated: July 11, 2012
CACMG ACQUISITION, INC.
By: /s/ Xianfu
Han
Xianfu Han
President
Dated: July 11, 2012
XIANFU HAN
/s/ Xianfu
Han
Dated: July 11, 2012
WEILI HE
/s/ Weili
He
Dated: July 11, 2012
EXHIBIT INDEX
(d)(3) Termination of Agreement and Plan of Merger, dated as of July 9, 2012, by and among Novel Gain Holdings Limited, CACMG Acquisition, Inc., China Advanced Construction Materials Group, Inc., Xianfu Han, and Weili He (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2012).