Additional Proxy Soliciting Materials (definitive) (defa14a)
October 09 2018 - 9:28AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant To Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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☐
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Preliminary
Proxy Statement
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☐
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Confidential,
for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive
Proxy Statement
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☒
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Definitive
Additional Materials
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☐
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Soliciting
Material Pursuant to § 240.14a-12
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CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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☒
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
Common
Stock, par value $0.001 per share, of China Advanced Construction Materials Group, Inc., a Nevada
corporation.
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(2)
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Aggregate
number of securities to which transaction applies:
5,488,649
shares of Common Stock, par value $0.001 per share, of China Advanced Construction Materials Group, Inc., a Nevada corporation.
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
Estimated
solely for purposes of calculation of the registration fee in accordance with Exchange Act Rule 0-11 based upon the product
of: (i) 5,488,649 the maximum number of shares of common stock of China Advanced Construction Materials Group, Inc., a
Nevada corporation 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.
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(4)
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Proposed
maximum aggregate value of transaction:
$32,383,029.10
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(5)
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Total fee paid:
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$0 ($4,032 less the $4,032 offset described below)
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☐
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Fee
paid previously with preliminary materials:
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount
Previously Paid:
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$4,032
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(2)
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Form,
Schedule or Registration Statement No.:
Registration
Statement on Form S-4 (File No. 333-226308)
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(3)
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Filing
Party:
China
Advanced Construction Materials Group, Inc., a Cayman Islands exempt company.
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(4)
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Date
Filed:
July
24, 2018
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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
NOTICE
OF POSTPONEMENT OF ANNUAL MEETING OF STOCKHOLDERS
October
9, 2018
Dear
Stockholder:
The
annual meeting (the “
Annual Meeting
” or the “
Meeting
”) of stockholders of China Advanced
Construction Materials Group, Inc. (the “Company”, “we” or “us”), originally scheduled to
be held at 10:00 a.m., Beijing Time, Tuesday, October 9, 2018, has been postponed and will now be held on Tuesday, November 13,
2018 at 10:00 a.m. Beijing Time, at our corporate headquarters, located at 9 North West Fourth Ring Road Yingu Mansion Suite 1708,
Haidian District Beijing, People’s Republic of China.
No
changes have been made to the Record Date (September 24, 2017), the location of the meeting or the proposals to be brought before
the Annual Meeting. We previously made available to our stockholders our proxy statement, the Annual Report on Form 10-K for fiscal
year ended June 30, 2017 and other related proxy materials on September 28, 2018. We decided to postpone the meeting after becoming
aware that we would not achieve a quorum for the Meeting and still had not received votes from over 5 million shares of common
stock and that and the financial statements for the period ended June 30, 2017 contained in the Company’s Annual Reports on Form
10-K should no longer be relied on.
On
October 6, 2018, the Audit Committee of the Board of Directors of the Company, after consultation with the Company’s independent
registered public accounting firm, Friedman LLP (“Friedman”) concluded, that the Company’s audited financial
statements at and for the period ended June 30, 2017 contained in the Company’s Annual Reports on Form 10-K originally filed with
the SEC on as well the unaudited financial statements at and for the periods ended March 31, 2018, December 31, 2017 and September
28, 2017 contained in the Company’s Quarterly Reports on Form 10-Q originally filed on November 15, 2017, February 13, 2018
and May 15, 2018, respectively, should no longer be relied upon. The Company will, as soon as practicable, make adjustments by
filing with the SEC amendments to these periodical reports which, in each case, will include revised consolidated financial statements
and notes thereto, and other appropriate revisions. The Company will reflect such adjustments in the financial statements for
the fiscal year ended June 30, 2018 to be included in its Annual Report on Form 10-K for fiscal year ended June 30, 2018.
We
have decided to postpone the meeting in order to mail the Company’s the Annual Report on Form 10-K for fiscal year ended
June 30, 2018 and to provide shareholders with additional time to review and consider such information prior to the Meeting.
We
sincerely apologize for any inconvenience this postponement may cause you and appreciate your understanding.
If
you have already submitted your proxy and do not submit a new proxy, your previously submitted proxy will still be voted at the
Meeting; however, the Company strongly encourages you to submit a new proxy so that your vote will be based on the most current
and accurate financial information of the Company.
Sincerely,
/s/
Xianfu Han
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Xianfu
Han, Chief Executive Officer
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(Principal Executive
Officer)
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Important
Notice Regarding the Availability of Proxy Materials
for
the Annual Stockholder Meeting to Be Held at 10:00 a.m. on November 13, 2018 (Beijing Time)
The
Notice of Annual Meeting, proxy statement/prospectus and this Notice of Postpone of Annual Meeting, proxy statement/prospectus
are available at
www.proxyvote.com
. The Annual Report on Form 10-K for fiscal year ended June 30, 2018 will be available
at
www.proxyvote.com
immediately upon its filing.
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