UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





ý ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
              THE
      SECURITIES EXCHANGE ACT OF 1934FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2009ORo TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF
              THE
      SECURITIES EXCHANGE ACT OF 1934FOR
      THE TRANSITION PERIOD FROM _______
  TO ___________




COMMISSION
FILE NO. 001-33709




CHINA
ARCHITECTURAL ENGINEERING, INC.


(Exact
Name of Registrant as Specified in its Charter)





Delaware
            
            51-05021250(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)105
      Baishi Road, Jiuzhou West Avenue, Zhuhai
              People’s
      Republic of China
            
            519070(Address
      of principal executive offices)
            
            (Zip
      Code)





REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE: 0086-756-8538908




SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:







Title of Each
      Class
            Name of Each Exchange
      on Which RegisteredCommon
      Stock, $0.001 par value
            NASDAQ
      Global Select Market




SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:




None.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes oNo ý




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




Yes oNo ý




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.       Yes ýNo o









Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes oNo o







Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
             
o






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




Large accelerated
      filer  o
            Accelerated
      filer  o
            Non-accelerated
      filer  ý
            Smaller reporting
      company  o(Do
      not check if a smallerreporting
      company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the
Act).           Yes oNo ý





The
aggregate market value of the registrant's issued and outstanding shares of
common stock held by non-affiliates of the registrant as of June 30, 2009 (based
on the price at which the registrant’s common stock was last sold on such date)
was approximately $43.2 million.





There
were 55,156,874 shares outstanding of the registrant’s common stock, par value
$0.001 per share, as of March 28, 2010.   The registrant’s common
stock is listed on the Nasdaq Global Select Market under the ticker symbol
“CAEI”.





DOCUMENTS
INCORPORATED BY REFERENCE:   None.







EXPLANATORY
NOTE





This
Form 10-K/A for is being filed in order to complete Part III of Form 10-K filed
with the Securities and Exchange Commission on March 4, 2010 (the “Original
Filing”) and fully comply with all required information pursuant to Regulation
S-K and Section 13 or 15(d) of the Securities Exchange Act of
1934.  This Amendment contains only the sections to the Original
Filing which are being amended, and those unaffected parts or exhibits are not
included herein.










CHINA
ARCHITECTURAL ENGINEERING, INC.





TABLE
OF CONTENTS TO ANNUAL REPORT ON FORM 10-K/A


For
the Fiscal Year Ended December 31, 2009







ITEM
            
            
            PagePART IIIItem
      10.
            
            Directors,
      Executive Officers and Corporate Governance
            1Item
      11.
            
            Executive
      Compensation
            4Item
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            12Item
      13.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            13Item
      14.
            
            Principal
      Accounting Fees and Services
            14PART IVItem 15.
            
            Exhibits,
      Financial Statement Schedules
            16Signatures
            20







i


PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Information
Concerning Director Nominees





The
following individuals constitute our board of directors and executive
management:




Name
            
            Age
            
            PositionLuo
      Ken Yi
            
            52
            
            Chief
      Executive Officer and Chairman of the BoardTang
      Nianzhong
            
            46
            
            Vice
      President, China Operations and DirectorGene
      Michael Bennett
            
            61
            
            Acting
      Chief Financial OfficerYe
      Ning
            
            52
            
            Vice
      PresidentLi
      Guoxing
            
            35
            
            General
      Manager of DesignWang
      Zairong
            
            57
            
            Chief
      Technology OfficerFeng
      Shu
            
            72
            
            Research
      and Development SupervisorCharles
      John Anderson
            
            56
            
            President,
      U.S. Operations and Chief Operating OfficerZheng
      Jinfeng
            
            73
            
            DirectorZhao
      Bao Jiang
            
            69
            
            DirectorKelly
      Wang
            
            39
            
            DirectorMiu
      Cheung
            
            40
            
            DirectorChia
      Yong Whatt
            
            43
            
            Director





Luo Ken Yihas been Chief Executive Officer and Chairman of the Board of the Company
since October 2006.  He also served as the Company’s Chief Operating
Officer from October 2006 to June 2008. Mr. Luo has served as the Chief
Executive Officer and Chairman of the Board of Zhuhai King Glass Engineering
Co., Ltd. since 1992.  Mr. Luo also served as the Chief Operating
Officer of Zhuhai King Glass Engineering Co., Ltd. from 1992 to June
2008.  He served as Project Manager and Production Manager at P.X.
Engineering, Inc. in the U.S from 1989 to 1991. Mr. Luo founded Kangbao
Electronics Co., Ltd. in Shunde, Guangdong, China, where he served as Chief
Engineer, Technical Manager, Vice Manager General and Deputy President from 1986
to 1989. Mr. Luo founded KGE Group, Limited in 1992 and served as Chief Managing
Director. Later, he studied steel supported glass curtain wall design in the
U.S. and Europe 1992 to 1994. He was appointed Vice President of the
Architectural Glass and Metal Structure Institute of Qinghua University in 1999.
In 2000 he was appointed by the Chinese Ministry of Construction to head the
committee on creating national standards for the glass curtain wall industry.
Mr. Luo and the Company own over 76 patents related to building envelope systems
technology. He was honored as one of the “Ten Great Leaders in Technology” and
has published numerous books and articles. Luo Ken Yi studied Medicine at the
Guangzhou University of Chinese Medicine, graduating in 1983, and Mechanical
Engineering at Bunker Hill Community College, graduating in 1988. Mr. Luo
received an MBA from Australia Murdoch University in 1998.





Tang
Nianzhong has been Vice President, China Operations and a Director of the
Company since October 2006.  Since October 1995, he has also served as
the Vice President, China Operations and a Director of Zhuhai King Glass
Engineering Co., Ltd. since October 1995. From 1986 to 1994, he worked in the
bone surgery department of the Nanhai People’s Hospital in Foshan. From 1994 to
1995 he was Vice General Manager of Foshan Xinhua Advertising Co., Ltd. In 1995
he joined Zhuhai King Glass Engineering Co., Ltd., where he has served as
Production Manager, Sales Manager, Project Manager, Administration Manager and
Vice General Manager. Tang Nianzhong graduated from the Guangzhou University of
Chinese Medicine, Department of Medicine, in 1986. In 1999 he received his MBA
from Murdoch University in Australia.





Gene Michael
Bennetthas served as the Acting Chief Financial Officer of the Company
since November 2009.  Mr. Bennett served as the Company’s Vice
President of Finance from September 2009 to November 2009.   From
March 2009 to the present, Mr. Bennett has served as the President of the
American General Business Association, Beijing Office, which provides companies
with guidance on funding, infrastructure and governance, strategic/business
plans, and cross border transactions.  From June 2004 to June 2009,
Mr. Bennett served as a partner at Nexis Investment Consulting Corporation,
which assists companies in raising funds and in finding appropriate investments
and merger and acquisition candidates.  From May 2000 to June 2004,
Mr. Bennett served as a partner of ProCFO, a provider of contract chief
financial officer services. From 1998 to 2000, Mr. Bennett taught courses in
accounting, tax and auditing as a professor and lecturer at the University of
Hawaii and Chaminade of Honolulu.  Mr. Bennett has also served as the
Chief Financial Officer and as a member of the board of Argonaut Computers, a
provider of “information controller” equipment, from 1993 to
1998.  Mr. Bennett has also served as a professor at two California
universities and has served as a certified public accountant (“CPA”) at Gerbel
& Butzbagh.  Mr. Bennett serves as the Chairman of the Audit
Committee of several US publicly reporting companies, including China AgriTech
Group, Inc. NASDAQ-OMX: CAGC), China Shenzhou Mining & Res., Inc.
(Amex:SHZ), and China Pharma Holding, Inc. (Amex:CPHI). Mr. Bennett holds a
degree in accounting and an MBA in finance from Michigan State University and is
a CPA (inactive).





Ye Ning
has been Vice President Company since October 2006 and Vice President and a
Director of Zhuhai King Glass Engineering Co., Ltd. since January 1993. Ye Ning
also served as a director of the Company form October 2006 to August
2009.  From 1983 to 1988 he served on the staff of the Guangzhou
Institute of Physical Education. From 1988 to 1993 he worked in the orthopedics
department of the Nanhai People’s Hospital in Foshan. In 1993 he joined Zhuhai
King Glass Engineering Co., Ltd, where he has served as Project Manager,
Operations Manager, Purchasing Manager and Vice General Manager. Ye Ning
graduated from the Guangzhou University of Chinese Medicine, Department of
Medicine in 1983.





1


Li Guoxing
has served as our General Manager of Design since October 2006 and as the Vice
General Manager of Design of Zhuhai King Glass Engineering Co., Ltd since 2001.
In 1998 he joined Zhuhai King Glass Engineering Co., Ltd, where he has worked
and served as Designer, Chief Engineer, and Leader of the Design Institute prior
to becoming its Vice General Manager of Design. From 1996 to 1998 he was a
designer at the Guizhou Chemical Design Institute. Li Guoxing graduated from
Guizhou Technology University with a degree in Civil Engineering in 1996 and
earned an MBA from the Royal Canadian College in 2003.





Wang
Zairong has served as our Chief Technology Officer since October 2006 and
has served as the Chief Technology Officer and General Engineer of Full Art
International, Ltd. since October 2003. He has also served as Full Art’s Factory
Director of Production since February 2003. From August 2001 to February 2003,
he served as Full Art’s Vice Manager of Engineering (Beijing Branch). Prior to
that, he served as Full Art’s Scheduling Officer of Engineering from August 1999
to August 2001 and its Production Manager from August 1997 to August 1999. From
1993 to 1997 he was Senior Engineer and Vice General Manager of Technology at
Yuantongqiao (Huizhou) Industrial Co., Ltd. From 1982 to 1993 Mr. Wang was a
System Structure Designer at the Xi’an Aerospace Ministry. From 1980 to 1982 he
was a mechanical designer at Xi’an Physics and Space Research Institute and from
1977 to 1979 he was a mechanical designer at Xi’an Research Institute of
Mechanical Engineering. Wang Zairong graduated Qinghua University with a degree
in Mechanical Engineering in 1977.





Feng Shu
has served as our Research and Development Supervisor since October 2006 and has
served as the Research and Development Supervisor of Zhuhai King Glass
Engineering Co., Ltd. since May 1998. She graduated from the Civil Engineering
Department of National Qinghua University in 1960. She is a member of the
Construction Glass and Metal Structure Research Committee of National Qinghua
University and is a professor at the Civil Engineering Academy of Nanchang
University. Feng Shu joined us in 1998, where she has served as Supervisor of
Research and Development. She is also Administrative Director and Secretary
General of Jiangxi Mechanics Academy and Vice Superintendent of Jiangxi Huajie
Architecture Design Co., Ltd.





Charles John
Andersonhas served as President of CAE Building Systems, Inc., a
wholly-owned subsidiary of the Company, since February 2008 and as Chief
Operating Officer of the Company since June 2008. He has worked in the building
envelope industry for more than 33 years. His career began in 1974 and he has
experience in sales, estimating, engineering, manufacturing, testing, quality
control, installation, project management, contract administration and executive
management. Prior to joining the Company, Mr. Anderson worked as a senior
consultant for Israel Berger & Associates, LLC, specializing in building
envelope evaluation. From 1996 to 2004, Mr. Anderson worked for Glassalum
International Corporation, a custom curtain wall manufacturing and installation
company, where he was responsible for coordinating engineering, manufacturing
and project management activities. While at Glassalum International Corporation,
Mr. Anderson served in various positions, including President and Chief
Operating Officer. In 1987, Mr. Anderson founded Building Research, Inc., which
provided consulting, testing and inspection services from inception to 1992. Mr.
Anderson also worked for other companies in the curtain wall and related
industries, including Midwest Curtain walls, Inc., Ampat Group, Inc.,
Construction Research Laboratory, Inc., and Miami Testing Laboratory,
Inc.





Zheng
Jinfeng has served as a director of the Company since July 2007. Since
2000, Mr. Zheng has served as the chief engineer of the China Construction Metal
Structure Association and the Aluminum Door, Window and Curtain Wall
Association. Since that time he has also served as the chief technology expert
on the Technology Expert Committee of the Chinese Construction Department. Since
2000 Mr. Zheng has also served as the President of the China Association of City
Planning and the Vice president of the All-China Environment From 1988 to 2000,
Mr. Zheng was the vice-president and secretary-general of the China Construction
Metal Structure Association and a director of the Aluminum Door, Window and
Curtain Wall Association. From 1979 to 1988, Mr. Zheng was the deputy director
of the Metal Structure Office of the Chinese Construction Metal Structure Office
and a vice-president of the China Construction Metal Structure Association. Mr.
Zheng has a degree in Architecture and Mechanical Engineering from the Tangshan
Tiedao Institute.  We believe that Mr. Zheng is qualified to serve as
a member of our board of directors due to Mr. Zheng extensive experience in the
construction industry and specifically in the glass curtain wall
sector.





Zhao Bao
Jiang has served as a director of the Company since July 2007. Since
2003, Mr. Zhao has served as president of the China Association of City
Planning, vice-president of the China Association of Mayors, and vice-president
of the China Environmental Protection Federation. From 1997 to 2002, Mr. Zhao
served as vice minister of the Ministry of Construction of China. From 1993 to
1997, Mr. Zhao was the vice-governor of the Hubei province and mayor of Wuhan
city. From 1985 to 1993, Mr. Zhao served as vice mayor, of Wuhan. Mr. Zhao
graduated from the Department of Agriculture of Qinghua University in
1966.  We believe that Mr. Zhao is qualified to serve as a member of
our board of directors due to Mr. Zhao history of public service and experience
in the public works industry.





Kelly
Wanghas
served as a director of the Company since July 2007. Since March 2007, Ms. Wang
has served as the manager in Financial Reporting for Starbucks Corporation.
Prior to joining Starbucks, Ms. Wang served as the manager of technical
accounting and SEC reporting of Flow International Corporation from August 2005
to March 2007. From May 2001 to August 2005, Ms. Wang was an assurance manager
at Ernst & Young LLP. Ms. Wang received a B.S. in International Finance from
the Shanghai University of Finance and Economics in 1992 and an MBA from the
University of Hawaii at Manoa in 1997 and is a certified public accountant in
California and Washington.  We believe that Ms. Wang is qualified to
serve as a member of our board of directors due to expertise and background with
respect to accounting matters and her valuable experience as a CPA.





2


Miu Cheung
has served as a director of the Company since June 10, 2008. Since May 1999, Mr.
Cheung has been with CITC Capital Holdings, Ltd., (“CITIC”) currently serving as
its Managing Director and Head of the Structured Finance Group. Prior to joining
CITIC, he had worked with Commonwealth Bank of Australia, Société Générale Asia
Ltd and Bank of China (Hong Kong). He received an MBA from the Australian
Graduate School of Management in 1997 and a Bachelor’s of Business
Administration (Finance) from the Chinese University of Hong Kong in 1992. Mr.
Cheung is also a director of CITIC Capital Finance Ltd. and CITIC Allco
Investments Management Limited.  We believe that Mr. Cheung is
qualified to serve as a member of our board of directors due to knowledge of the
finance industry.





Chia Yong
Whatt has served as a director of the Company since June
2009.  From April 2002 to March 2008, Mr. Chia served as a director
and member of senior management of Messrs. Chong Chia & Lim LLC, which is a
law corporation.  Mr. Chia also has served as a member of the Board
and Audit Committee member of each of Sim Siang Choon Limited and FM Holdings
Limtied from August 2008 and September 2000, respectively.  Mr. Chia
received his Bachelor of Law from the National University of Singapore in
1990.We believe that Mr. Whatt is qualified to serve as a member of our board of
directors due to his knowledge of the law and experience acting as a director of
publicly traded companies.





Family
Relationships




There are
no family relationships among the individuals comprising our Board of Directors
and executive officers.





Legal
Proceedings




None of
the nominees nor any director or executive officer has been involved in the
certain legal proceedings listed in Item 401 of Regulation
S-K.





The
Board of Directors and Committees





Subject
to certain exceptions, under the listing standards of the NASDAQ Stock Market
LLC (“NASDAQ”), a listed company’s board of directors must consist of a majority
of independent directors.  Currently, our board of directors has
determined that each of the non-management directors, Zheng Jinfeng, Zhao Bao
Jiang, Kelly Wang and Chia Yong Whatt, is an “independent” director as defined
by the listing standards of NASDAQ currently in effect and approved by the U.S.
Securities and Exchange Commission (“SEC”) and all applicable rules and
regulations of the SEC.  All members of the Audit, Compensation and
Nominating and Corporate Governance Committees satisfy the “independence”
standards applicable to members of each such committee. The board of directors
made this affirmative determination regarding these directors’ independence
based on discussions with the directors and on its review of the directors’
responses to a standard questionnaire regarding employment and compensation
history; affiliations, family and other relationships; and transactions with the
Company. The board of directors considered relationships and transactions
between each director or any member of his immediate family and the Company and
its subsidiaries and affiliates. The purpose of the board of director’s review
with respect to each director was to determine whether any such relationships or
transactions were inconsistent with a determination that the director is
independent under the NASDAQ rules.





Board
Committees




Audit
Committee





We established our audit committee in
July 2007. The audit committee consists of Zheng Jinfeng, Zhao Bao Jiang, and
Kelly Wang, each of whom is an independent director. Kelly Wang is an “audit
committee financial expert” as defined under Item 407(d) of Regulation S-K. The
purpose of the audit committee is to represent and assist our board of directors
in its general oversight of our accounting and financial reporting processes,
audits of the financial statements and internal control and audit functions. The
audit committee’s responsibilities include:





·
            The
      appointment, replacement, compensation, and oversight of work of the
      independent auditor, including resolution of disagreements between
      management and the independent auditor regarding financial reporting, for
      the purpose of preparing or issuing an audit report or performing other
      audit, review or attest services.




·
            Reviewing
      and discussing with management and the independent auditor various topics
      and events that may have significant financial impact on our company or
      that are the subject of discussions between management and the independent
      auditors.




3


The audit
committee charter is posted in the corporate governance section of the investor
relations page of the Company’s Web site located at www.caebuilding.com.





Compensation
Committee





We established our Compensation
Committee June 2009. The Compensation Committee consists of Chia Yong Whatt and
Zheng Jinfeng, each of whom is an independent director. Chia Yong Whatt is the
Chairman of the Compensation Committee. The Compensation Committee is
responsible for the design, review, recommendation and approval of compensation
arrangements for our directors, executive officers and key employees, and for
the administration of our equity incentive plans, including the approval of
grants under such plans to our employees, consultants and directors. The
Compensation Committee also reviews and determines compensation of our executive
officers, including our Chief Executive Officer. The board of directors has
adopted a written charter for the Compensation Committee. A copy of the
Compensation Committee Charter is posted on our corporate website at: www.caebuilding.com.





Nominating and Corporate Governance
Committee





The Nominating and Corporate Governance
Committee consists of Chia Yong Whatt and Zheng Jinfeng, each of whom is an
independent director. Zheng Jinfeng is the Chairman of the Nominating and
Corporate Governance Committee. The Nominating and Corporate Governance
Committee assists in the selection of director nominees, approves director
nominations to be presented for stockholder approval at our annual general
meeting and fills any vacancies on our board of directors, considers any
nominations of director candidates validly made by stockholders, and reviews and
considers developments in corporate governance practices. The board of directors
has adopted a written charter for the Nominating and Corporate Governance
Committee.  A copy of the Nominating and Corporate Governance
Committee Charter is posted on our corporate website at: www.caebuilding.com.





Code
of Business Conduct and Ethics




Our Board of Directors has adopted a
code of ethics, which applies to all our directors, officers and employees. Our
code of ethics is intended to comply with the requirements of Item 406 of
Regulation S-K. Our code of ethics is posted on our Internet website at www.caebuilding.com.
We will provide our code of ethics in print without charge to any stockholder
who makes a written request to: Chief Financial Officer, China Architectural
Engineering, Inc., 105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070, People’s
Republic of China. Any waivers of the application and any amendments to our code
of ethics must be made by our board of directors. Any waivers of, and any
amendments to, our code of ethics will be disclosed promptly on our Internet
website.





Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
requires our directors and executive officers to file reports of holdings and
transactions in our stock with the SEC. Based on a review of written
representations from our executive officers and directors, we believe that
during the fiscal year ended December 31, 2009, our directors, officers and
owners of more than 10% of our common stock complied with all applicable filing
requirements.





ITEM 11.  EXECUTIVE
COMPENSATION





Compensation
Discussion and Analysis





Prior to
August 2009, we were considered a “controlled company” pursuant to Rule
4350(c)(5) of the NASDAQ Marketplace Rules, as one of our stockholders, KGE
Group Limited, owned more than 50% of our voting power.  As a result,
we were exempt from certain corporate governance requirements as a listed
company on the NASDAQ Stock Market LLC, including the requirement that our
executive compensation be determined by a majority of our independent
directors.  We formed our compensation committee in June
2009.  Prior to the formation of our compensation committee, our Chief
Executive Officer and Chairman of the Board, Luo Ken Yi, determined the
compensation for our executive officers that was earned and paid in fiscal 2009,
2008 and 2007 and our Board of Directors, as a whole, approved the
compensation.





The
compensation committee formed by our Board of Directors in June 2009 is
comprised of non-employee directors.  The compensation committee will
perform, at least annually, a strategic review of the compensation program for
our executive officers to determine whether it provides adequate incentives and
motivation to our executive officers and whether it adequately compensates our
executive officers relative to comparable officers in other companies with which
we compete for executives.  Those companies may or may not be public
companies or companies located in the PRC or even, in all cases, companies in a
similar business.





In 2010,
our compensation committee will determine compensation levels for our executive
officers.  Compensation for our current executive officers is
determined with the goal of attracting and retaining high quality executive
officers and encouraging them to work as effectively as possible on our behalf.
Key areas of corporate performance taken into account in setting compensation
policies and decisions are growth of sales, cost control, profitability, and
innovation. The key factors may vary depending on which area of business on
which a particular executive officer’s work is focused. Compensation is designed
to reward executive officers for successfully meeting their individual
functional objectives and for their contributions to our overall development.
For these reasons, the elements of compensation of our executive officers are
salary and bonus.





4


Salary is
paid to cover an appropriate level of living expenses for the executive officers
and the bonus is paid to reward the executive officer for individual and company
achievement. Accordingly, the amount of salary received by our executive
officers has traditionally been lower than the amount of the bonus.





With
respect to the amount of a bonus, the compensation committee evaluates our
company’s achievements for the fiscal year based on performance factors and
results of operations such as revenues generated, cost of revenues, net income,
and whether we obtain significant contracts. The compensation committee also
conducts a monthly and annual evaluation of the achievement level of an
executive based on individual performance measurements, such as contribution to
the achievement of the company’s goals and individual performance metrics based
on their positions and responsibilities. Bonuses are paid at the end of each
fiscal year.





We
believe that long-term performance is aided by the use of stock-based awards,
which we believe create an ownership culture among our named executive officers
that fosters beneficial, long-term performance by our company.  On
June 12, 2009, our stockholders approved the China Architectural Engineering,
Inc. 2009 Omnibus Incentive Plan (the “Plan”), which was previously adopted by
our Board of Directors on April 30, 2009.  The Plan, as amended by our
Board of Directors on June 19, 2009, has a total of 2,000,000 shares of common
stock available for grant under the Plan.  We believe an equity
incentive plan provides our employees, including our named executive officers,
as well as our directors and consultants, with incentives to help align their
interests with the interests of stockholders. The Compensation Committee
believes that the use of stock-based awards promotes our overall executive
compensation objectives and expects that stock options will become a significant
source of compensation for our executives.





We do not
have a general equity grant policy with respect to the size and terms of option
grants, but our Compensation Committee will evaluate our achievements for the
fiscal year based on performance factors and results of operations such as
revenues generated, cost of revenues, and net income. We do not currently have
established quantitative targets.





On
January 18, 2010, we approved the issuance of a total of 1.9 million shares of
restricted stock (the “Restricted Stock
Grants”) to certain of our officers, directors, and key employees under
the China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan (the
“Plan”), which
was previously approved by our stockholders at the 2009 Annual Meeting of
Stockholders.  As approved, the Restricted Stock Grants were subject
to and contingent upon the Company’s filing of a registration statement on Form
S-8 with the Securities and Exchange Commission, which occurred on January 21,
2010.  Included in the Restricted Stock Grants were issuances to the
executive officers and members of the Board of Directors, as set forth
below.





Name
            
            Position
            
            No.
      of Shares of Restricted StockLuo
      Ken Yi
            
            Chief
      Executive Officer and Chairman of the Board
            
            160,000Charles
      John Anderson
            
            President,
      U.S. Operations and Chief Operating Officer
            
            200,000Tang
      Nianzhong
            
            Vice
      President, China Operations and Director
            
            152,000Ye
      Ning
            
            Vice
      President
            
            150,000Li
      Guoxing
            
            General
      Manager of Design
            
            151,000Wang
      Zairong
            
            Chief
      Technology Officer
            
            10,000Feng
      Shu
            
            Research
      and Development Supervisor
            
            9,000Zheng
      Jinfeng
            
            Director
            
            30,000Zhao
      Bao Jiang
            
            Director
            
            30,000Kelly
      Wang
            
            Director
            
            30,000Miu
      Cheung
            
            Director
            
            15,000Chia
      Yong Whatt
            
            Director
            
            6,000





As
granted, the Restricted Stock Grants were set to vest such that 1⁄4 would vest on
March 31, 2010, 1⁄4 would vest on June 30, 2010, 1⁄4 would vest on September 30,
2010, and the remaining 1⁄4 would vest on December 31, 2010, except for the
Restricted Stock Grant that was made to Charles John Anderson, which will vest
100% upon the date of grant.  The vesting of the grants were subject
to the terms and conditions of the Restricted Stock Agreement entered into by
and between the recipients and us.  In the first quarter of 2010, we
opted to accelerate vesting of the restricted stock awards so that they became
fully vested immediately.  Since becoming a public company in the
United States in 2007, we had not regularly made equity compensation grants and
began to make sure grants in 2010, and the grant of the awards was to reward our
officers, directors, and employees for their contributions to our company’s
establishment as a public company and encourage continued support of our
company.  We intend to use equity compensation in the future as a
means to compensate our officers, directors, and employees.





5


We
believe that the salaries, bonuses and equity compensation paid to our executive
officers during 2009, 2008, and 2007 are indicative of the objectives of our
compensation program and reflect the fair value of the services provided to our
company, as measured by the local market in China, Hong Kong, the United States
and those other areas where our executive officers may work. We determine market
rate by conducting a comparison with the local geographic area averages and
industry averages these countries.  Raises for executive officers may
be based on the increased amount of responsibilities to be assumed by each of
the executive officers as we expand our operations and continue as a publicly
reporting company.





Executive
compensation for 2010 will follow the same evaluation methods as were used for
2009. We may adjust our bonus evaluations upwards, but, in such case, we do not
intend to increase it by more than five percent.





Summary
Compensation Table





The
following table sets forth information concerning the compensation for the three
fiscal years ended December 31, 2009, 2008, and 2007 of the principal executive
officer, principal financial officer, in addition to, as applicable, our three
most highly compensated officers whose annual compensation exceeded $100,000,
and up to two additional individuals for whom disclosure would have been
required but for the fact that the individual was not serving as our executive
officer at the end of the last fiscal year (collectively, the “Named Executive
Officers”).





Name
      and Position
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Options
      Awards
              ($)(1)
            
            
            All
      other compensation
              ($)
            
            
            Total
              ($)Luo
      Ken Yi
            2009
            
            
            187,887
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            187,887Chief
      Executive Officer and
            2008
            
            
            114,957
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            114,957Chairman
      of the Board
            2007
            
            
            57,423
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            57,423Gene
      Michael Bennett (2)
            2009
            
            
            37,636
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            37,636Acting
      Chief Financial OfficerLi
      Chengcheng (2)
            2009
            
            
            90,057
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            90,057Former
      Chief Financial OfficerAlbert
      Jan Grisel (2)
            2009
            
            
            79,375
            
            
            
            -
            
            
            
            -
            
            
            
            -
            (3)
            
            
            79,375Former
      Chief Financial Officer
            2008
            
            
            69,270
            
            
            
            -
            
            
            
            -
            
            
            
            7,280
            (3)
            
            
            76,550Charles
      John Anderson (4)
            2009
            
            
            265,943
            
            
            
            -
            (5)
            
            
            -
            
            
            
            12,000
            (6)
            
            
            277,943President
      of CAE Building Systems, Inc.
            2008
            
            
            209,000
            
            
            
            27,000
            (5)
            
            
            -
            
            
            
            12,000
            (6)
            
            
            248,000and
      Chief Operating OfficerYe
      Ning
            2009
            
            
            138,866
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            138,866Vice
      President
            2008
            
            
            100,032
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100,0322007
            
            
            49,220
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            49,220Tang
      Nianzhong
            2009
            
            
            138,866
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            138,866Vice
      President, China Operations
            2008
            
            
            100,032
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            100,032and
      Director
            2007
            
            
            49,220
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            49,220







(1)
            The
      amounts disclosed reflect the value of awards for grants of non-qualified
      stock options. These non-qualified stock options are performance-based
      compensation for purposes of Section 162(m) of the Internal Revenue Code
      and reflect the full grant date fair values in accordance with FASB ASC
      Topic 718. For assumptions used in calculation of option awards, see our
      consolidated financial statements included in our Annual Report on Form
      10-K for the year ended December 31,
2009.





(2)
            Mr.
      Bennett has served as the Acting Chief Financial Officer of the Company
      since November 2009.  Mr. Bennett served as the Company’s Vice
      President of Finance from September 2009 to November 2009.  Li
      Chengcheng served as our Chief Financial Officer from March 2009 to
      November 2009.  Albert Jan Grisel served as our Chief Financial
      Officer from October 2008 through March
2009.





(3)
            Mr.
      Grisel received an aggregate transportation allowance of $Nil and $6,730
      in 2009 and 2008, respectively. In addition, we paid for club membership
      fees equal to $Nil and $550 for the benefit of Mr. Grisel in 2009 and
      2008, respectively. The foregoing amounts are included in “All Other
      Compensation.”





6


(4)
            Mr.
      Anderson became president of CAE Building Systems, Inc, a wholly-owned
      subsidiary of the Company, in February 2008 and Chief Operating Officer of
      the Company in June 2008.





(5)
            Represents
      sales commission earned.





(6)
            Mr.
      Anderson received an aggregate automobile allowance of $12,000 and $12,000
      in 2009 and 2008, respectively. The foregoing amounts are included in “All
      Other Compensation.”




Grants
of Plan-Based Awards in 2009





There
were no grants of plan-based awards in 2009.





Outstanding
Equity Awards at 2009 Fiscal Year End





The
following table presents the outstanding equity awards held by each of the Named
Executive Officers as of the fiscal year ended December 31, 2009.








Option
      AwardsName
            
            Number
      of
              securities
              underlying
              unexercised
              options
      (#)
              exercisable
            
            
            Number
      of
              securities
              underlying
              unexercised options
              (#) unexercisable
            
            
            Equity incentive
              plan awards:
              Number
      of securities
              underlying
              unexercised
              unearned options
      (#)
            
            
            Option
              exercise
              price ($)
            
            Option
              expiration dateGene
      Michael Bennett
            
            
            20,000
            
            
            
            80,000
            
            
            
            -
            
            
            
            1.56
            
            10/5/2012





(1)
            Mr.
      Bennett received options to purchase 100,000 shares of common stock on
      October 5, 2009.  The options vest at the rate of 10,000 per
      month beginning on November 27,
2010.




Option
Exercises and Stock Vested in Fiscal 2009





There
were no option exercises or stock vested in 2009.





Pension
Benefits





There
were no pension benefit plans in effect in 2009.





Nonqualified
Defined Contribution and Other Nonqualified Deferred Compensation
Plans





There
were no nonqualified defined contribution or other nonqualified deferred
compensation plans in effect in 2009.





Employment
Agreements





We have
entered into PRC standard employment agreements with many of employees,
including the following persons and terms:





·
            Luo
      Ken Yi is paid $61,466 annually pursuant to a three-year agreement that
      expires on December 31, 2012;





·
            Tang
      Nianzhong is paid $61,466 annually pursuant to an agreement with no expiry
      term;





·
            Ye
      Ning is paid $61,466 annually pursuant to an agreement with no expiry
      term;





·
            Li
      Guoxing is paid $52,685 annually pursuant to an agreement with no expiry
      term;





·
            Wang
      Zairong is paid $14,049 annually pursuant to an agreement with no expiry
      term; and





·
            Feng
      Shu is paid $13,347 annually pursuant to an agreement with no expiry
      term.





Pursuant
to each of the foregoing person’s employment agreement with us, we also agreed
to pay for we may terminate the agreement if, among other things, the executive
neglects his or her duties, violates our rules and regulations, is convicted of
a criminal, or undergoes bankruptcy. In addition, none of the agreements provide
for severance upon termination.





Gene
Michael Bennett





7


On
October 5, 2009, we entered into an employment agreement (the “Bennett Agreement”)
with our then Vice President of Finance, Gene Michael Bennett.  The
Bennett Agreement has an effective date of September 28,
2009.  According to the Bennett Agreement, Mr. Bennett will receive an
annual base salary of US$180,000.  Mr. Bennett will also be entitled
to reimbursement of reasonable business expenses, two weeks of paid vacation
annually, a housing allowance equal to 10,000 RMB (which is equal to
approximately US$1,470) per month, and payment of certain dues to professional
associations and societies, as approved by the Company.





Pursuant
to the Bennett Agreement, Mr. Bennett received a sign-on bonus of stock options
exercisable into 100,000 shares of common stock (the “Initial Options”),
which vest at the rate of 10,000 of the underlying shares per month, with the
first vesting of 10,000 shares occurring on November 27, 2009 and the last
vesting of 10,000 options ending upon the total vested being
100,000.  Mr. Bennett entered into a Stock Option Agreement on October
5, 2009 for the Initial Options, pursuant to which the options are exercisable
at $1.56 per share and have a term of five years.  Pursuant to the
Stock Option Agreement, (i) upon termination of service for any reason, any
non-vested portion of the option expires immediately; (ii) upon termination of
service due to death or disability, the vested portion of the option is
exercisable by the Mr. Bennett (or, in the event of the Mr. Bennett’s death, the
Mr. Bennett’s beneficiary) for one year after the Mr. Bennett’s termination; and
(iii) upon termination of service for any reason other than death or disability,
the vested portion of the option is exercisable for a period of 90 days
following Mr. Bennett’s Termination, provided, however, that all options,
whether vested or unvested, will terminate immediately for termination for
cause, as defined in the Employment Agreement.





Pursuant
to the Bennett Agreement, Mr. Bennett will also receive an annual grant of stock
options on each of September 28, 2010 and September 28, 2011, where the number
of shares underlying the options will be determined by the following
formula:





(100,000)
            X
            (Average
      Closing Trading Price of a share of the Company’s common stock as reported
      by NASDAQ during the 30 calendar days immediately preceding the respective
      anniversary date)(Exercise
      Price of the Initial Options)





On each
of September 28th of 2012, 2013, and 2014, Mr. Bennett will receive additional
grants of stock options with the underlying number of shares to be determined
with the same formula as the Initial Options except that the denominator will be
based on the average closing trading price of the Company’s common stock during
the 30 calendar days immediately preceding September 28th of the previous year,
per the formula as follows:





(100,000)
            X
            (Average
      Closing Trading Price of a share of the Company’s common stock as reported
      by NASDAQ during the 30 calendar days immediately preceding the respective
      anniversary date)(Average
      Closing Trading Price of a share of the Company’s common stock as reported
      by NASDAQ during the 30 calendar days immediately preceding September 28th
      of the previous year)





The
Bennett Agreement has a term of five years and will expire on September 27,
2014, unless the Bennett Agreement is terminated earlier or extended by mutual
agreement of the parties pursuant to the terms of the Bennett
Agreement.  The Company’s Board of Directors may, in its sole
discretion, and with or without cause, terminate the Bennett Agreement upon
notice with a majority of vote of the Board.  In the event of such
termination, Mr. Bennett would be entitled to receive his then-monthly base
salary for the month in which his employment was terminated and for two
consecutive months thereafter as an agreed upon severance payment; provided
that, however, that Mr. Bennett signs a release and waiver agreement upon
termination of his employment.




Mr.
Bennett may terminate the Bennett Agreement with 90 days’ prior written notice
in the event that we materially reduce his duties or authority, unless the 90
days’ notice is waived in writing by us.  Mr. Bennett may also, in his
discretion, terminate the Bennett Agreement if there is a change of control of
the Company, as defined in the Bennett Agreement.  In these events,
Mr. Bennett would be entitled to the Severance Payments, conditioned upon the
execution of a release and waiver agreement.  During the term of the
Bennett Agreement and for 24 months thereafter, Mr. Bennett agreed not to
solicit clients or employees from us and not to compete against us in the Asia
Pacific.





Li
Chengcheng





On March
30, 2009, we entered into an employment agreement with Mr. Li as our Chief
Financial Officer. The agreement had a probationary period of three months,
during which either party could terminate the agreement with no notice during
the first month and seven days’ notice thereafter. After Mr. Li’s successful
completion of the probationary period, either party could terminate the
agreement with two months’ notice. In the event of negligence, misconduct, and
other similar actions or events, we could terminate Mr. Li’s employment without
notice. According to the agreement, Mr. Li received an initial annual base
salary of $120,000, to be reviewed for adjustment after two years. Upon
successful completion of the probationary period, Mr. Li was entitled to a
$30,000 bonus. In addition, during the first two years of service under the
agreement, Mr. Li was entitled to a cash bonus of 6% of a bonus pool, which is
defined in the agreement as 0.3% of our total revenue plus 5% of the after-tax
profit, as shown in our consolidated accounts. Any such cash bonus was
conditional on Mr. Li being employed by us at the end of the relevant year. Any
bonus was to be paid within three months after the audit report was available
for financial years 2009 and 2010. Furthermore, after completing the first year
of employment under the agreement, Mr. Li was entitled to receive 50,000 shares
of our  common stock; provided that, however, Mr. Li was still
employed by us at the end of the year. Mr. Li agreed not to compete with us,
have business dealings with, or solicit or interfere with the relationship of,
our clients or prospective clients during his employment or within six months
after termination of his employment, except where we wrongfully terminate Mr.
Li’s employment.  Effective November 6, 2009, we terminated Mr. Li’s
employment agreement and Mr. Li ceased to serve as our Chief Financial
Officer.  We terminated the agreement with payment in lieu of two
months’ notice pursuant to the agreement.





8


Albert
Jan Grisel





On
January 12, 2009, we entered into an employment agreement with our Chief
Financial Officer, Albert Jan Grisel, effective as of October 16, 2008.
According to the agreement, Mr. Grisel, as the Chief Financial Officer of the
Company, would receive an initial annual base salary of HKD$1,852,500, which is
approximately US$239,000. The annual base salary would be reviewed every two
years after the effective date of the agreement. In addition, Mr. Grisel would
receive a cash bonus of US$37,500 for the year ended December 31, 2008 and
US$150,000 for the year ending December 31, 2009, payable within three months
after the relevant financial year. Mr. Grisel would also receive a one-time
payment of US$75,000 and a certain number of shares of the Company’s common
stock to be determined by the Company’s Compensation Committee or Board of
Directors. Mr. Grisel would also receive 50,000 shares of the Company’s common
stock and 50,000 options to purchase shares of the Company’s common stock on the
12th,
24th
and 36th month
of his continued service with the Company. The options shall have a six-year
term and an exercise price equal to the closing price of the Company’s common
stock on the NASDAQ stock market on the date of the grant of the options. The
share and option grants would be subject to anti-dilution protection such that
the number of shares that Mr. Grisel would receive would be adjusted if
additional shares of common stock are issued and outstanding as of the date of
grant. He would also receive medical and disability insurance from the Company.
Mr. Grisel will also receive a transportation allowance of HK$15,000 payable
monthly.




During
the term of the agreement and for six months thereafter, Mr. Grisel agreed not
to solicit clients or employees from the Company and not to compete against the
Company in Hong Kong. Either party may terminate the agreement for any reason
upon providing three months’ written notice to the other party or by the Company
by payment in lieu of notice. The Company may terminate the agreement
immediately without notice or payment in lieu of notice in accordance with
Section 9 of the Employment Ordinance of Hong Kong. The Company may terminate
the agreement upon seven days’ written notice in the event Mr. Grisel for a
limited number of permitted reasons, such as criminal convictions. If the
Company terminates the agreement other than in accordance with Section 9 of the
Employment Ordinance of Hong Kong or for one of the Permitted Reasons, Mr.
Grisel is entitled to six months’ salary, including a pro rata portion of the
share and option grants and cash bonus, in addition to any payment in lieu of
notice. Mr. Grisel resigned as CFO of our company on March 31, 2009 to become
the Vice President of KGE Group Ltd., the single largest shareholder of our
Company.





Charles
John Anderson





We
entered into an employment agreement with Charles John Anderson on March 12,
2008. Mr. Anderson’s employment agreement has a term of five years and it will
automatically renew for successive one-year periods thereafter unless either
party provides 180-day prior written notice or unless terminated earlier in
accordance with agreement. During the term of the Anderson Agreement, either
party may terminate the agreement with 120-day prior written notice. According
to the Anderson Agreement, Mr. Anderson will receive an annual base salary of
$190,000, in addition to a commission that will be based on all cash received by
the Company on all sales of our goods or services made pursuant to contracts
originated primarily as the result of the efforts of Mr. Anderson during the
term of the agreement (“Employee Sales”). Mr. Anderson will receive a cash
payment equal to one-half percent (0.50%) of Employee Sales up to $20 million
per annum. Mr. Anderson’s commission rate is adjusted to one-quarter percent
(0.25 %) for Employee Sales in excess of $20 million per annum. Mr. Anderson
will receive his commission payments in three installments, as follows: (i) the
first payment will be 50% of the total commissions for a contract and will be
paid once we receive the first payment from the customer, provided that,
however, the first payment on each contract cannot exceed a total of US$100,000;
(ii) the second payment will be 80% of total commissions, on a cumulative basis,
of a such contract, including any amounts paid in the first payment, and will be
paid once we receive payment of at least 50% of the total payments due under the
contract; and (iii) the third and final payment will be for the remaining 20% of
the total commissions for the contract and will be paid once we receive the last
payment from the customer.





Mr.
Anderson will also receive each year a number of shares of our common stock that
is equal to (i) twice the amount of Mr. Anderson’s total commissions on US sales
for the year divided by (ii) the closing trading price of our common stock on
December 31 on such year; provide that, however, the US sales for purposes of
this calculation will be capped at $50 million. All shares received by Mr.
Anderson will be subject to a twelve-month lock up restriction. Mr. Anderson
will be eligible to receive an annual bonus at the sole discretion of the Chief
Executive Officer and Board of Directors.





9


Equity
Incentive Plans





2009
Omnibus Incentive Plan





On June
12, 2009, our stockholders approved the China Architectural Engineering, Inc.
2009 Omnibus Incentive Plan (the “2009 Plan”). Our Board of Directors approved
the 2009 Plan subject to the stockholders’ approval on April 30,
2009.  The 2009 Plan, as originally approved by the Board and
stockholders, the 2009 Plan reserved a total of 5.0 million shares authorized
for issuance under the 2009 Plan.  On June 17, 2009, the Board amended
the plan to reduced the number of shares authorized for issuance under the 2009
Plan to a total of 2.0 million shares.  Pursuant to the terms of the
2009 Plan and NASDAQ rules, no stockholder approval of the amendment to the 2009
Plan was required.





The Board
may at any time amend or terminate the 2009 Plan, provided that no such action
may be taken that adversely affects any rights or obligations with respect to
any awards theretofore made under the 2009 Plan without the consent of the
recipient.  No awards may be made under the 2009 Plan after the tenth
anniversary of its effective date.  Certain provisions of the
Incentive Plan relating to performance-based awards under Section 162(m) of the
Code will expire on the fifth anniversary of the effective
date.  Awards under the Incentive Plan may include incentive stock
options, nonqualified stock options, stock appreciation rights (“SARs”),
restricted shares of common stock, restricted stock units, performance share or
unit awards, other stock-based awards and cash-based incentive
awards.





The 2009
Plan is administered by the Company’s Board of Directors.  The Board
has the authority to determine, within the limits of the express provisions of
the 2009 Plan, the individuals to whom awards will be granted, the nature,
amount and terms of such awards and the objectives and conditions for earning
such awards.  The Board generally has discretion to delegate its
authority under the 2009 Plan to a committee of the Board or a subcommittee, or
to such other party or parties, including officers of the Company, as the Board
deems appropriate.  The Board may grant awards to any employee,
director, consultant or other person providing services to the Company or its
affiliates.  The maximum awards that can be granted under the 2009
Plan to a single participant in any calendar year is 1,500,000 shares of common
stock (whether through grants of Options or Stock Appreciation Rights or other
awards of common stock or rights with respect thereto) or $1 million in the form
of cash-based incentive awards.





The 2009
Plan replaces the China Architectural Engineering, Inc. 2007 Equity Incentive
Plan (“2007 EIP”), which has been frozen and under which no further grants or
awards will be made.  The Board did not grant any awards pursuant to
the 2007 EIP and there are no options, shares, or other securities outstanding
under the 2007 EIP.





Securities
Authorized for Issuance Under Equity Compensation Plans





The
following table provides information as of December 31, 2009 regarding
compensation plans (including individual compensation arrangements) under which
our equity securities are authorized for issuance.







Plan
      Category
            
            Number
      of Securities
              to
      be Issued Upon
              Exercise
      of
              Outstanding
      Options,
              Warrants and Rights
            
            
            Weighted-Average
              Exercise
      Price of
              Outstanding
      Options,
              Warrants
      and Rights
            
            
            Number
      of Securities
              Remaining
      Available
              for
      Future Issuance
              Under
      Equity
              Compensation
              Plans
      (Excluding
              Securities
              Reflected
      in Column
              (a))(a)
            
            
            (b)
            
            
            (c)Equity
      compensation plans approved by security holders
            
            
            100,000(2)
            
            
            $
            $1.56
            
            
            
            2,000,000
            (1)Equity
      compensation plans not approved by security holders
            
            
            50,000
            
            
            $
            3.50
            
            
            
            —Total
            
            
            150,000
            
            
            $
            2.21
            
            
            
            2,000,000





(1)
            Represents
      shares available for grant under our China Architectural Engineering, Inc.
      2009 Omnibus Incentive Plan.





10


Director
Compensation





The
following table shows information regarding the compensation earned during the
fiscal year ended December 31, 2009 by our board of directors.




Name
            
            Fees Earned
              or
      Paid in
              Cash
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            
            
            Change
      in Pension
              Value
      and
              Nonqualified
              Deferred
              Compensation
              Earnings
            
            
            All
      Other
              Compensation
              ($)
            
            
            Total
      ($)Zheng
      Jinfeng
            
            
            20,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            20,000Zhao
      Bao Jiang
            
            
            20,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            20,000Kelly
      Wang
            
            
            20,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            20,000Miu
      Cheung
            
            
            20,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            20,000Chia
      Yong Whatt (1)
            
            
            10,849
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10,849Ye
      Ning (2)
            
            
            11,945
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            11,945





(1)           Chia
Yong Whatt was appointed a director on June 17, 2009.


(2)           Ye
Ning resigned as a director on August 6, 2009.





We have a
policy to pay our non-employee directors $20,000 per year as cash consideration
for serving on the Board of Directors. We further agree to reimburse all
reasonable travel and other expenses incurred for attendance at a board or
committee meeting, and we agree to pay the fees and documented reimbursements
within a reasonable time and in accordance with our current payment practices.
Directors are also eligible to participate in our equity incentive
plans.





On
January 18, 2010, we approved the issuance of the following stock grants to our
directors, as set forth below.





Name
            
            
            No.
      of Shares of Restricted StockZheng
      Jinfeng
            
            
            30,000Zhao
      Bao Jiang
            
            
            30,000Kelly
      Wang
            
            
            30,000Miu
      Cheung
            
            
            15,000Chia
      Yong Whatt
            
            
            6,000





As
granted, the Restricted Stock Grants were set to vest such that 1⁄4 would vest on
March 31, 2010, 1⁄4 would vest on June 30, 2010, 1⁄4 would vest on September 30,
2010, and the remaining 1⁄4 would vest on December 31, 2010.  The
vesting of the grants were subject to the terms and conditions of the Restricted
Stock Agreement entered into by and between the recipients and us.  In
the first quarter of 2010, we opted to accelerate vesting of the restricted
stock awards so that they became fully vested immediately.





Indemnification
of Directors and Executive Officers and Limitations of Liability





We are
incorporated in the State of Delaware and are governed by Delaware law. Under
Section 145 of the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors’ fiduciary duty of care to us and our stockholders. This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director’s duty of loyalty to us or our stockholders for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
the law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director’s
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.





Our
bylaws provide for the indemnification of our directors to the fullest extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify our officers and other
employees. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under the bylaws or otherwise. We are not, however, required to
advance any expenses in connection with any proceeding if a determination is
reasonably and promptly made by our Board of Directors by a majority vote of a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking an
advance, it is more likely than not that it will ultimately be determined that
such party is not entitled to indemnification pursuant to the applicable
sections of our bylaws.





11


We have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person 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, 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 of 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.





We may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. To date, we have not entered into any indemnification agreements
with our directors or officers, but may choose to do so in the future. Such
indemnification agreements may require us, among other things, to:





●
            indemnify
      officers and directors against certain liabilities that may arise because
      of their status as officers or
directors;




●
            advance
      expenses, as incurred, to officers and directors in connection with a
      legal proceeding, subject to limited exceptions;
  or




●
            obtain
      directors’ and officers’ insurance.




At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor are we
aware of any threatened litigation that may result in claims for
indemnification.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. In computing the
number of shares beneficially owned by a person and the percentage of ownership
of that person, shares of common stock subject to options and warrants held by
that person that are currently exercisable or become exercisable within 60 days
of April 26, 2010 are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.





The
following table sets forth certain information with respect to beneficial
ownership of the Company’s common stock as of April 26, 2010, based on
55,156,874 issued and outstanding shares of common stock, by:





·
            Each
      person known to be the beneficial owner of 5% or more of the Company’s
      outstanding common stock;




·
            Each
      named executive officer;




·
            Each
      director; and




·
            All
      of the executive officers and directors as a
  group.




The
number of shares of our common stock outstanding as of April 26, 2010, excludes
(i) 423,700 shares of our common stock issuable upon exercise of outstanding
warrants, (ii) 6,414,912 shares of our common stock issuable upon the conversion
of issued and outstanding bonds, subject to adjustment, and (iii) 100,000 shares
that are issuable upon the exercise of outstanding options.  Unless
otherwise indicated, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name, subject to community property laws, where applicable.
Unless otherwise indicated, the address of each stockholder listed in the table
is c/o China Architectural Engineering, Inc., 105 Baishi Road, Jiuzhou West
Avenue, Zhuhai, 519070, People’s Republic of China.





12


Name
      and Address
                of
      Beneficial Owner
            Title
            Shares
      of Common Stock Beneficially Owned
            Percent
      of Class Beneficially OwnedDirectors
      and Executive OfficersLuo
      Ken Yi
            Chief
      Executive Officer and Chairman of the Board
            24,260,287
      (1)
            44.0%Tang
      Nianzhong
            Vice
      President, China Operations and Director
            24,260,287
      (1)
            44.0%Ye
      Ning
            Vice
      President
            24,260,287
      (1)
            44.0%Gene
      Michael Bennett
            Chief
      Financial Officer
            100,000
      (2)
            *Charles
      John Anderson
            President,
      U.S. Operations and Chief Operating Officer
            200,000
            *Zheng
      Jinfeng
            Director
            30,000
            *Zhao
      Bao Jiang
            Director
            30,000
            *Kelly
      Wang
            Director
            30,000
            *Miu
      Cheung
            Director
            15,000
            *Chia
      Yong Whatt
            Director
            6,000
            *Officers
      and Directors as a Group (total of 13 persons)
            
            25,143,287
      (1)(2)
            45.5%5%
      OwnersKGE
      Group Limited
            
            24,100,287
      (1)
            45.3%ABN
      AMRO Bank, N.V.
            
            4,558,908  (3)
            7.6%Li
      Qin Fu
            
            5,000,000
      (4)
            9.1%





(1)
            Includes
      24,100,287 shares of common stock in our company held by KGE Group
      Limited, a Hong Kong corporation, of which 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, Luo Ken Yi, Ye Ning and 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.





(2)
            Includes
      100,000 shares of common stock issuable upon the exercise of outstanding
      stock options currently
exercisable.





(3)
            Includes
      (i) 1,181,102 shares of common stock may be acquired upon conversion of
      the Company’s 12% Convertible Bonds Due 2011, which are
      currently convertible at a conversion price of $6.35 per share, subject to
      adjustment upon certain events, and (ii) 112,500 shares of common stock
      that may be acquired upon exercise of the warrants issued in connection
      with the 2008 Bonds. Also includes 3,265,306 shares of common stock may be
      acquired upon conversion of the $8 million of the Company’s Variable Rate
      Convertible Bonds due in 2012 based on a conversion price of $2.45 per
      share.  The address of the stockholder is 250 Bishopsgate,
      London EC2M 4AA, United Kingdom.





(4)
            Consists
      of 5,000,000 shares that Resort Property International Limited purchased
      from KGE Group, Ltd. in a private transaction that closed on August 6,
      2009.  The shares were purchased by Nine Dragon (Hong Kong) Co.
      Ltd., an entity controlled by Li Qin Fu, who also has voting and
      investment control over the securities owned by Resort Property
      International Limited. The address of the stockholder is Room 2601, No 3
      Lane, 288 Huaihai West Road, Shanghai PR China,
  200031.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





CITIC
Capital Finance Limited





On April
15, 2008, we completed a financing transaction with ABN AMRO Bank N.V., London
Branch (“ABN AMRO”), CITIC Allco Investments Limited (together with ABN AMRO,
the “Subscribers,” and each a “Subscriber”), and CITIC Capital Finance Limited
issuing (i) $20,000,000 12% Convertible Bonds due in 2011 and (ii) 300,000
warrants to purchase an aggregate of 300,000 shares of our common stock, subject
to certain adjustments as set forth in the warrant instrument, that expire in
2013. The transaction was completed in accordance with a subscription agreement
entered into by us, the Subscribers, and CITIC Capital Finance Limited, dated
April 2, 2008 (the “Subscription Agreement”). Pursuant to the terms of the
Subscription Agreement, we were required as a condition to the closing to
appoint a director designated by CITIC Capital Finance Limited to our Board of
Directors. The closing condition was waived by the parties to the financing
transaction and we agreed to appoint such a director within three months from
closing. On June 10, 2008, our Board of Directors appointed Miu Cheung to serve
as a director of the Company pursuant to the Subscription
Agreement.





13


Loans
to and from Insiders





We have
taken interest-free loans from our largest shareholder, KGE Group
Ltd.  On June 17, 2009, we entered into an interest-free loan
agreement with KGE Group Ltd. pursuant to which we may borrow up to $2.8 million
from KGE Group Ltd.  Pursuant to the terms of the agreement, the loan
will be interest-free and fee-free and not become due earlier than two years
from the date of the loan.  The loan was approved by the Board of
Directors of the Company.  We have taken additional loans from KGE
Group Ltd..  The amount due to KGE Group at December 31 2009, 2008 and
2007 was $10,080,345, $924,687 and $1,334,856, respectively. All of the loans
are interest-free, fee-free and have no fixed repayment schedule.




The loan
and the advances are related party transactions because KGE Group Ltd. is a Hong
Kong company that is the majority stockholder of the
Company.   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 and each of the foregoing are directors of KGE Group
Ltd.  Luo Ken Yi is the Company’s Chief Executive Officer and Chairman
of the Board, Ye Ning is a Vice President of the Company, and Tang Nianzhong is
the Company’s Vice President of China Operations and a Director. 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.





The
transactions with related parties during the periods were carried out in the
ordinary course of business and on normal commercial terms.





Guangdong
Canbo Electrical Co., Ltd.





During
the year ended December 31, 2009, the Company purchased construction materials
amounting to $22.9 million from Guangdong Canbo Electrical Co., Ltd. (Canbo) via
its parent company, Kangbao Electrical Company Limited (Kangbao), a subsidiary
of the Company’s major shareholder, KGE Group Limited. Canbo is a preferred
supplier of the Company as it is able to procure materials at favorable price
levels due to its purchased quantities. More important, application of certain
of the Company’s patented technology is preferably routed through Canbo to
prevent undesired distribution of this technology. The Company at times provides
purchases advance payment to Kangbao in order to obtain a more favorable
pricing. As of December 31, 2009, the Company’s purchases advance to Canbo was
$5.9 million for the purpose of future supplies of materials. The Company has
also obtained trade facilities for purchases through Canbo.





Full
Art International, Ltd.





Full Art
International, Ltd. (“Full Art”) is our wholly-owned subsidiary and has
interlocking executive and director positions with China Architectural
Engineering, Inc.





Policy
for Approval of Related Party Transactions





Our
policy is to have our Audit Committee review and pre-approve any related party
transactions and other matters pertaining to the integrity of management,
including potential conflicts of interest, or adherence to standards of business
conduct as required by our policies.




ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following table presents fees, including reimbursements for expenses, for
professional audit services rendered by Samuel H. Wong & Co., LLP for the
audits of the Company’s annual financial statements and interim reviews of the
Company’s quarterly financial statements for the years ended December 31, 2009
and December 31, 2008 and fees billed for other services rendered by Samuel H.
Wong & Co., LLP during those periods.





Year
      ended December 31,2009
            
            
            2008Audit
      Fees(1)
            
            $
            165,000
            
            
            $
            165,000Audit-Related
      Fees
            
            
            -
            
            
            
            -Tax
      Fees
            
            
            7,740
            
            
            
            -All
      Other Fees
            
            
            -
            
            
            
            -Total
            
            $
            172,740
            
            
            $
            165,000





(1)
These are fees for professional services performed by Samuel H. Wong & Co.,
LLP, Certified Public Accountants for the audit of our annual financial
statements, review of our quarterly reports, and registration
statements.





14


Pre-Approval
Policy





The Audit
Committee on an annual basis reviews audit and non-audit services performed by
the independent registered public accounting firm for such services. The audit
committee pre-approves (i) auditing services (including those performed for
purposes of providing comfort letters and statutory audits) and (ii)
non-auditing services that exceed a de minimis standard established by the
committee, which are rendered to the Company by its outside auditors (including
fees).




15


PART IV




Item 15.  Exhibits and Financial Statement
Schedules




(a) 3. Exhibits





Exhibit
      No.
            
            Exhibit
      Description2.1
            
            Share
      Exchange Agreement, dated as of August 21, 2006, by and among the
      Registrant, KGE Group, Limited, and Full Art International, Ltd.
      (incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on October 20,
      2006).2.1(a)
            
            Amendment
      No. 1 to the Share Exchange Agreement, dated as of October 17, 2006, by
      and among the Registrant, KGE Group, Limited, and Full Art International,
      Ltd. (incorporated by reference from Exhibit 2.1(a) to Current Report on
      Form 8-K filed with the Securities and Exchange Commission on October 20,
      2006).3.1
            
            Certificate
      of Incorporation of China Architectural Engineering, Inc. (incorporated by
      reference from Exhibit 3.1 to Registration Statement on Form SB-2 filed
      with the Securities and Exchange Commission on April 20,
      2004).3.1(a)
            
            Certificate
      of Amendment of Certificate of Incorporation dated July 8, 2005
      (incorporated by reference to Registrant's Quarterly Report on Form 10-QSB
      filed August 11, 2005)3.2
            
            Bylaws
      of the Registrant (incorporated by reference from Exhibit 3.2 to
      Registration Statement on Form SB-2 filed with the Securities and Exchange
      Commission on April 20, 2004, and incorporated herein by
      reference).3.3
            
            Articles
      of Merger Effecting Name Change (incorporated by reference from Exhibit
      3.3 to Current Report on Form 8-K filed with the Securities and Exchange
      Commission on October 20, 2006).4.1
            
            Specimen
      Certificate of Common Stock (incorporated by reference to Exhibit 4. 1 of
      the Registrant's Registration Statement on Form SB-2 filed August 20,
      2004).4.2
            
            Trust
      Deed, dated April 12, 2007, by and between the Registrant and The Bank of
      New York, London Branch (incorporated by reference to Exhibit 4.1 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.2(a)
            
            Amended
      and Restated Trust Deed, originally dated April 12, 2007, amended and
      restated August 29, 2007 by and between the Registrant and The Bank of New
      York, London Branch (incorporated by reference to Exhibit 4.1 of the
      Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
      Exchange Commission on September 4, 2007).4.3
            
            Paying
      and Conversion Agency Agreement, dated April 12, 2007, by and among the
      Registrant, The Bank of New York, and The Bank of New York, London Branch
      (incorporated by reference to Exhibit 4.2 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2007).4.4
            
            The
      Warrant Instrument, dated April 12, 2007, by and between the Registrant
      and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.5
            
            Warrant
      Agency Agreement, dated April 12, 2007 among Company, The Bank of New York
      and The Bank of New York, London Branch (incorporated by reference to
      Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities
      and Exchange Commission on April 18, 2007).4.6
            
            Registration
      Rights Agreement, dated April 12, 2007, by and between the Registrant and
      ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.6(a)
            
            Written
      description of oral agreement between the Registrant and ABN AMRO Bank
      N.V. (incorporated by reference to Exhibit 4.8(a) to the Form S-1/A filed
      with the Securities and Exchange Commission on September 21,
      2007).4.7
            
            Trust
      Deed, dated April 15, 2008, by and between the Registrant and The Bank of
      New York, London Branch (incorporated by reference to Exhibit 4.1 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2008).4.8
            
            Paying
      and Conversion Agency Agreement, dated April 15, 2008, by and among the
      Registrant, The Bank of New York, and The Bank of New York, London Branch
      (incorporated by reference to Exhibit 4.2 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).4.8(a)
            
            Amended
      and Restated Paying and Conversion Agency Agreement, originally dated
      April 15, 2008, amended and restated September 29, 2008 by and among the
      Registrant, The Bank of New York Mellon, and The Bank of New York Mellon,
      London Branch (incorporated by reference to Exhibit 4.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      September 30, 2008).4.9
            
            The
      Warrant Instrument, dated April 15, 2008, by and among the Registrant, ABN
      AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
      (incorporated by reference to Exhibit 4.3 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).




16


Exhibit
      No.
            
            Exhibit
      Description4.10
            
            Warrant
      Agency Agreement, dated April 15, 2008, by and among the Registrant, The
      Bank of New York and The Bank of New York, London Branch (incorporated by
      reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the
      Securities and Exchange Commission on April 18, 2008).4.11
            
            Registration
      Rights Agreement, dated April 15, 2008, by and among the Registrant, ABN
      AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
      (incorporated by reference to Exhibit 4.5 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).4.12
            
            China
      Architectural Engineering, Inc. 2009 Omnibus Incentive Plan (incorporated
      by reference to Exhibit 4.1 to the Form 8-K filed with the Securities and
      Exchange Commission on June 18, 2009).4.13
            
            Amendment
      No. 1 to China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the
      Securities and Exchange Commission on June 18, 2009).4.14
            
            Form
      of Stock Option Agreement for 2009 Omnibus Incentive Plan (incorporated by
      reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed
      with the Securities and Exchange Commission on January 21,
      2010).4.15
            
            Form
      of Restricted Stock Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.3 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).4.16
            
            Form
      of Restricted Stock Unit Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.4 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).4.17
            
            Form
      of Stock Appreciation Rights Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.5 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).10.1
            
            Form
      of Subscription Agreement dated October 17, 2006 (incorporated by
      reference to Exhibit 10.1 to the Form S-1/A filed with the Securities and
      Exchange Commission on February 5, 2007).10.1(a)
            
            Form
      of Waiver of Penalties dated August 29, 2007 Related to Registration
      Rights (incorporated by reference to Exhibit 10.1 of the Registrant's
      Quarterly Report on Form 10-Q filed with the Securities and Exchange
      Commission on September 4, 2007).10.2
            
            Form
      of Subscription Agreement dated October 2004 (incorporated by reference to
      Exhibit 10.2 to the Form SB-2/A filed with the Securities and Exchange
      Commission on October 1, 2004).10.3
            
            Employment
      Agreement dated December 30, 2005 by and between the Registrant and Luo
      Ken Yi (translated to English) (incorporated by reference from Exhibit
      10.3 to the Current Report on Form 8-K filed with the Securities and
      Exchange Commission on October 20, 2006).10.4
            
            Employment
      Agreement dated January 11, 2004 by and between the Registrant and Tang
      Nianzhong (translated to English) (incorporated by reference to Exhibit
      10.4 to the Form S-1/A filed with the Securities and Exchange Commission
      on February 5, 2007).10.5
            
            Employment
      Agreement by and between the Registrant and Ye Ning (translated to
      English) (incorporated by reference from Exhibit 10.5 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      October 20, 2006).10.6
            
            Employment
      Agreement dated January 1, 2006 by and between the Registrant and Li
      Guoxing (translated to English) (incorporated by reference to Exhibit 10.6
      to the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.7
            
            Employment
      Agreement dated January 1, 2005 by and between the Registrant and Bai Fai
      (translated to English) (incorporated by reference to Exhibit 10.7 to the
      Form S-1/A filed with the Securities and Exchange Commission on February
      5, 2007).10.8
            
            Employment
      Agreement dated December 26, 2005 by and between the Registrant and Wang
      Zairong (translated to English) (incorporated by reference to Exhibit 10.8
      to the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.9
            
            Employment
      Agreement dated December 20, 2005 by and between the Registrant and Feng
      Shu (translated to English) (incorporated by reference to Exhibit 10.9 to
      the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.10
            
            Employment
      Agreement dated December 26, 2006 by and between the Registrant and Wang
      Xin (translated to English) (incorporated by reference to Exhibit 10.10 to
      the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.11
            
            Employment
      Agreement dated March 12, 2008 by and between the Registrant and Xin Yue
      Jasmine Geffner (translated to English) (incorporated by reference to
      Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
      and Exchange Commission on March 14, 2008).10.12
            
            Employment
      Agreement dated March 12, 2008 by and between the Registrant and Charles
      John Anderson (incorporated by reference to Exhibit 10.2 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      March 14, 2008).10.13
            
            Office
      and Factory Lease Agreement dated July 13, 2005 by and between the
      Registrant and Zhuhai Yuping Kitchen Equipment Co., Ltd. (translated to
      English) (incorporated by reference to Exhibit 10.11 to the Form S-1/A
      filed with the Securities and Exchange Commission on February 5,
      2007).10.14
            
            Lease
      Agreement by and between the Registrant and Beijing Aoxingyabo Technology
      Development Co., Ltd (translated to English) (incorporated by reference to
      Exhibit 10.12 to the Form S-1/A filed with the Securities and Exchange
      Commission on February 5, 2007).




17


Exhibit
      No.
            
            Exhibit
      Description10.15
            
            Property
      Rental Contract by and between the Registrant and Shanghai Sandi CNC
      equipment Ltd. Co (translated to English) (incorporated by reference to
      Exhibit 10.13 to the Form S-1/A filed with the Securities and Exchange
      Commission on February 5, 2007).10.16
            
            Subscription
      Agreement, dated March 27, 2007, by and between the Registrant and ABN
      AMRO Bank N.V. (incorporated by reference to Exhibit 10.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      April 18, 2007).10.17
            
            Joint
      Venture Agreement dated May 11, 2007 entered into by and between CPD
      (Australia) Holding Pty Ltd. and the Registrant (incorporated by reference
      to Exhibit 10.1 to the Current Report on Form 8-K filed with the
      Securities and Exchange Commission on May 15, 2007).10.18
            
            Form
      of Registration Rights Agreement entered into by and between the
      Registrant, First Alliance Financial Group, Inc. and WestPark Capital,
      Inc. Affiliates (incorporated by reference to Exhibit 10.16 to Form S-1/A
      filed with the Securities and Exchange Commission on September 4,
      2007).10.18(a)
            
            Form
      of Waiver of Penalties Related to Registration Rights entered into by and
      between the Registrant, First Alliance Financial Group, Inc. and WestPark
      Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(a) to
      the Form S-1/A filed with the Securities and Exchange Commission on
      September 4, 2007).10.18(b)
            
            Written
      description of oral agreement between the Registrant, First Alliance
      Financial Group, Inc., and WestPark Capital, Inc. Affiliates (incorporated
      by reference to Exhibit 10.16(b) to the Form S-1/A filed with the
      Securities and Exchange Commission on September 21,
  2007).10.19
            
            China
      Architectural Engineering, Inc. 2007 Equity Incentive Plan (incorporated
      by reference from Exhibit 10.1 to the Current Report on Form 8-K filed
      with the Securities and Exchange Commission on July 12,
    2007).10.20
            
            Form
      of Notice of Grant of Stock Option of the Registrant (incorporated by
      reference from Exhibit 10.2 to the Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 12,
  2007).10.21
            
            Form
      of Stock Option Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.3 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.22
            
            Form
      of Stock Issuance Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.5 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.23
            
            Form
      of Stock Purchase Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.4 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.24
            
            Stock
      Purchase Agreement dated November 6, 2007, entered into by and among Ng
      Chi Sum, Yam Mei Ling, the Registrant and Full Art (incorporated by
      reference from Exhibit 10.1 to the Current Report on Form 8-K filed with
      the Securities and Exchange Commission on November 8,
    2007).10.25
            
            Subscription
      Agreement, dated April 2, 2008, by and among the Registrant, ABN AMRO Bank
      N.V., London Branch, CITIC Allco Investments Ltd., and CITIC Capital
      Finance Ltd. (incorporated by reference to Exhibit 10.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      April 18, 2008).10.26
            
            Employment
      Agreement with Albert Jan Grisel dated as of January 12, 2009
      (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on January 16,
      2009).10.27
            
            Employment
      Agreement with Li Chengcheng dated as of March 30, 2009 (incorporated by
      reference to Exhibit 10.1 to Current Report on Form 8-K filed with the
      Securities and Exchange Commission on April 3, 2009).10.28
            
            Employment
      Agreement with Gene Michael Bennett dated as of October 5, 2009
      (incorporated by reference to Exhibit 10.1 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on October 8,
      2009).10.29
            
            Stock
      Option Agreement with Gene Michael Bennett dated as of October 5,
      2009 (incorporated by reference to Exhibit 10.2 to the Current Report on
      Form 8-K filed with the Securities and Exchange Commission on October 8,
      2009).10.30*
            
            Securities
      Purchase Agreement dated as of August 6, 2009 by and between China
      Architectural Engineering, Inc., KGE Group Limited and certain investors
      (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on August 10,
      2009).10.31*
            
            Amendment
      and Waiver Agreement dated as of August 6, 2009, by and among China
      Architectural Engineering, Inc., KGE Group Limited, ABN AMRO Bank N.V.,
      London Branch, and CITIC Allco Investment Ltd.10.32
            
            Loan
      Agreement dated June 17, 2009 entered into by and between KGE Group Ltd.
      and the Company (incorporated by reference to Exhibit 4.1 to the Form
      8-K filed with the Securities and Exchange Commission on June 18,
      2009).10.33
            
            Amendment
      and Waiver Agreement dated February 24, 2010 by and among The Royal Bank
      of Scotland N.V., London Branch (formerly ABN AMRO Bank N.V., London
      Branch); CITIC Capital China Mezzanine Fund Limited; ABN AMRO Bank (China)
      Co., Ltd., Shenzhen Branch; Mr. Luo Ken Yi; Mr. Jun Tang; KGE Group
      Limited; and First Jet Investments Limited (incorporated by reference to
      Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange
      Commission on February 24, 2010).10.34
            
            Framework
      Agreement of Marine Park and Holiday Resorts Project entered into by and
      between the Company and Shanghai Nine Dragon Co. Ltd (translated)
      (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
      10-Q filed with the Securities and Exchange Commission on August 17,
      2009).14.1*
            
            Code
      of Business Conduct and Ethics




18


Exhibit
      No.
            
            Exhibit
      Description23.1*
            
            Consent
      of Samuel H. Wong & Co., LLP21.1*
            
            List
      of Subsidiaries31.1
            
            Certification
      of Chief Executive Officer pursuant to Item 601(b)(31) of
      Regulation S-K, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of Chief Financial Officer pursuant to Item 601(b)(31) of
      Regulation S-K, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1**
            
            Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







*             
Previously filed.





**           This
exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.





19


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Zhuhai, People’s
Republic of China, on April 30, 2010.




China
      Architectural Engineering, Inc.By:
              /s/  Luo
      Ken YiLuo
      Ken YiTitleChief
      Executive Officer and Chairman of the Board
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





SIGNATURE
            
            TITLE
            
            DATE/s/  Luo
      Ken Yi
            
            Chief
      Executive Officer and Chairman of the Board (Principal
              Executive
      Officer)
            
            April
      30, 2010Luo
      Ken Yi/s/  Gene
      Michael Bennett
            
            Acting
      Chief Financial Officer (Principal Financial and
              Accounting
      Officer)
            
            April
      30, 2010Gene
      Michael Bennett*
            
            Vice
      General Manager and Director
            
            April
      30, 2010Tang
      Nianzhong*
            
            Director
            
            April
      30, 2010Zheng
      Jinfeng*
            
            Director
            
            April
      30, 2010Zhao
      Bao Jiang*
            
            Director
            
            April
      30, 2010Kelly
      WangDirectorMiu
      Cheung*
            
            Director
            
            April
      30, 2010Chia
      Yong Whatt/s/  Luo
      Ken YiLuo
      Ken Yi, as Attorney-in-Fact





20


Exhibit Index





Exhibit
      No.
            
            Exhibit
      Description2.1
            
            Share
      Exchange Agreement, dated as of August 21, 2006, by and among the
      Registrant, KGE Group, Limited, and Full Art International, Ltd.
      (incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on October 20,
      2006).2.1(a)
            
            Amendment
      No. 1 to the Share Exchange Agreement, dated as of October 17, 2006, by
      and among the Registrant, KGE Group, Limited, and Full Art International,
      Ltd. (incorporated by reference from Exhibit 2.1(a) to Current Report on
      Form 8-K filed with the Securities and Exchange Commission on October 20,
      2006).3.1
            
            Certificate
      of Incorporation of China Architectural Engineering, Inc. (incorporated by
      reference from Exhibit 3.1 to Registration Statement on Form SB-2 filed
      with the Securities and Exchange Commission on April 20,
      2004).3.1(a)
            
            Certificate
      of Amendment of Certificate of Incorporation dated July 8, 2005
      (incorporated by reference to Registrant's Quarterly Report on Form 10-QSB
      filed August 11, 2005)3.2
            
            Bylaws
      of the Registrant (incorporated by reference from Exhibit 3.2 to
      Registration Statement on Form SB-2 filed with the Securities and Exchange
      Commission on April 20, 2004, and incorporated herein by
      reference).3.3
            
            Articles
      of Merger Effecting Name Change (incorporated by reference from Exhibit
      3.3 to Current Report on Form 8-K filed with the Securities and Exchange
      Commission on October 20, 2006).4.1
            
            Specimen
      Certificate of Common Stock (incorporated by reference to Exhibit 4. 1 of
      the Registrant's Registration Statement on Form SB-2 filed August 20,
      2004).4.2
            
            Trust
      Deed, dated April 12, 2007, by and between the Registrant and The Bank of
      New York, London Branch (incorporated by reference to Exhibit 4.1 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.2(a)
            
            Amended
      and Restated Trust Deed, originally dated April 12, 2007, amended and
      restated August 29, 2007 by and between the Registrant and The Bank of New
      York, London Branch (incorporated by reference to Exhibit 4.1 of the
      Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
      Exchange Commission on September 4, 2007).4.3
            
            Paying
      and Conversion Agency Agreement, dated April 12, 2007, by and among the
      Registrant, The Bank of New York, and The Bank of New York, London Branch
      (incorporated by reference to Exhibit 4.2 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2007).4.4
            
            The
      Warrant Instrument, dated April 12, 2007, by and between the Registrant
      and ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.3 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.5
            
            Warrant
      Agency Agreement, dated April 12, 2007 among Company, The Bank of New York
      and The Bank of New York, London Branch (incorporated by reference to
      Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities
      and Exchange Commission on April 18, 2007).4.6
            
            Registration
      Rights Agreement, dated April 12, 2007, by and between the Registrant and
      ABN AMRO Bank N.V. (incorporated by reference to Exhibit 4.5 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2007).4.6(a)
            
            Written
      description of oral agreement between the Registrant and ABN AMRO Bank
      N.V. (incorporated by reference to Exhibit 4.8(a) to the Form S-1/A filed
      with the Securities and Exchange Commission on September 21,
      2007).4.7
            
            Trust
      Deed, dated April 15, 2008, by and between the Registrant and The Bank of
      New York, London Branch (incorporated by reference to Exhibit 4.1 to the
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on April 18, 2008).4.8
            
            Paying
      and Conversion Agency Agreement, dated April 15, 2008, by and among the
      Registrant, The Bank of New York, and The Bank of New York, London Branch
      (incorporated by reference to Exhibit 4.2 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).4.8(a)
            
            Amended
      and Restated Paying and Conversion Agency Agreement, originally dated
      April 15, 2008, amended and restated September 29, 2008 by and among the
      Registrant, The Bank of New York Mellon, and The Bank of New York Mellon,
      London Branch (incorporated by reference to Exhibit 4.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      September 30, 2008).4.9
            
            The
      Warrant Instrument, dated April 15, 2008, by and among the Registrant, ABN
      AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
      (incorporated by reference to Exhibit 4.3 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).4.10
            
            Warrant
      Agency Agreement, dated April 15, 2008, by and among the Registrant, The
      Bank of New York and The Bank of New York, London Branch (incorporated by
      reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the
      Securities and Exchange Commission on April 18, 2008).4.11
            
            Registration
      Rights Agreement, dated April 15, 2008, by and among the Registrant, ABN
      AMRO Bank N.V., London Branch and CITIC Allco Investments Ltd.
      (incorporated by reference to Exhibit 4.5 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on April 18,
      2008).




21


Exhibit
      No.
            
            Exhibit
      Description4.12
            
            China
      Architectural Engineering, Inc. 2009 Omnibus Incentive Plan (incorporated
      by reference to Exhibit 4.1 to the Form 8-K filed with the Securities and
      Exchange Commission on June 18, 2009).4.13
            
            Amendment
      No. 1 to China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the
      Securities and Exchange Commission on June 18, 2009).4.14
            
            Form
      of Stock Option Agreement for 2009 Omnibus Incentive Plan (incorporated by
      reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed
      with the Securities and Exchange Commission on January 21,
      2010).4.15
            
            Form
      of Restricted Stock Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.3 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).4.16
            
            Form
      of Restricted Stock Unit Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.4 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).4.17
            
            Form
      of Stock Appreciation Rights Agreement for 2009 Omnibus Incentive Plan
      (incorporated by reference to Exhibit 4.5 to the Registration Statement on
      Form S-8 filed with the Securities and Exchange Commission on January 21,
      2010).10.1
            
            Form
      of Subscription Agreement dated October 17, 2006 (incorporated by
      reference to Exhibit 10.1 to the Form S-1/A filed with the Securities and
      Exchange Commission on February 5, 2007).10.1(a)
            
            Form
      of Waiver of Penalties dated August 29, 2007 Related to Registration
      Rights (incorporated by reference to Exhibit 10.1 of the Registrant's
      Quarterly Report on Form 10-Q filed with the Securities and Exchange
      Commission on September 4, 2007).10.2
            
            Form
      of Subscription Agreement dated October 2004 (incorporated by reference to
      Exhibit 10.2 to the Form SB-2/A filed with the Securities and Exchange
      Commission on October 1, 2004).10.3
            
            Employment
      Agreement dated December 30, 2005 by and between the Registrant and Luo
      Ken Yi (translated to English) (incorporated by reference from Exhibit
      10.3 to the Current Report on Form 8-K filed with the Securities and
      Exchange Commission on October 20, 2006).10.4
            
            Employment
      Agreement dated January 11, 2004 by and between the Registrant and Tang
      Nianzhong (translated to English) (incorporated by reference to Exhibit
      10.4 to the Form S-1/A filed with the Securities and Exchange Commission
      on February 5, 2007).10.5
            
            Employment
      Agreement by and between the Registrant and Ye Ning (translated to
      English) (incorporated by reference from Exhibit 10.5 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      October 20, 2006).10.6
            
            Employment
      Agreement dated January 1, 2006 by and between the Registrant and Li
      Guoxing (translated to English) (incorporated by reference to Exhibit 10.6
      to the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.7
            
            Employment
      Agreement dated January 1, 2005 by and between the Registrant and Bai Fai
      (translated to English) (incorporated by reference to Exhibit 10.7 to the
      Form S-1/A filed with the Securities and Exchange Commission on February
      5, 2007).10.8
            
            Employment
      Agreement dated December 26, 2005 by and between the Registrant and Wang
      Zairong (translated to English) (incorporated by reference to Exhibit 10.8
      to the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.9
            
            Employment
      Agreement dated December 20, 2005 by and between the Registrant and Feng
      Shu (translated to English) (incorporated by reference to Exhibit 10.9 to
      the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.10
            
            Employment
      Agreement dated December 26, 2006 by and between the Registrant and Wang
      Xin (translated to English) (incorporated by reference to Exhibit 10.10 to
      the Form S-1/A filed with the Securities and Exchange Commission on
      February 5, 2007).10.11
            
            Employment
      Agreement dated March 12, 2008 by and between the Registrant and Xin Yue
      Jasmine Geffner (translated to English) (incorporated by reference to
      Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities
      and Exchange Commission on March 14, 2008).10.12
            
            Employment
      Agreement dated March 12, 2008 by and between the Registrant and Charles
      John Anderson (incorporated by reference to Exhibit 10.2 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      March 14, 2008).10.13
            
            Office
      and Factory Lease Agreement dated July 13, 2005 by and between the
      Registrant and Zhuhai Yuping Kitchen Equipment Co., Ltd. (translated to
      English) (incorporated by reference to Exhibit 10.11 to the Form S-1/A
      filed with the Securities and Exchange Commission on February 5,
      2007).10.14
            
            Lease
      Agreement by and between the Registrant and Beijing Aoxingyabo Technology
      Development Co., Ltd (translated to English) (incorporated by reference to
      Exhibit 10.12 to the Form S-1/A filed with the Securities and Exchange
      Commission on February 5, 2007).10.15
            
            Property
      Rental Contract by and between the Registrant and Shanghai Sandi CNC
      equipment Ltd. Co (translated to English) (incorporated by reference to
      Exhibit 10.13 to the Form S-1/A filed with the Securities and Exchange
      Commission on February 5, 2007).10.16
            
            Subscription
      Agreement, dated March 27, 2007, by and between the Registrant and ABN
      AMRO Bank N.V. (incorporated by reference to Exhibit 10.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      April 18, 2007).




22


Exhibit
      No.
            
            Exhibit
      Description10.17
            
            Joint
      Venture Agreement dated May 11, 2007 entered into by and between CPD
      (Australia) Holding Pty Ltd. and the Registrant (incorporated by reference
      to Exhibit 10.1 to the Current Report on Form 8-K filed with the
      Securities and Exchange Commission on May 15, 2007).10.18
            
            Form
      of Registration Rights Agreement entered into by and between the
      Registrant, First Alliance Financial Group, Inc. and WestPark Capital,
      Inc. Affiliates (incorporated by reference to Exhibit 10.16 to Form S-1/A
      filed with the Securities and Exchange Commission on September 4,
      2007).10.18(a)
            
            Form
      of Waiver of Penalties Related to Registration Rights entered into by and
      between the Registrant, First Alliance Financial Group, Inc. and WestPark
      Capital, Inc. Affiliates (incorporated by reference to Exhibit 10.16(a) to
      the Form S-1/A filed with the Securities and Exchange Commission on
      September 4, 2007).10.18(b)
            
            Written
      description of oral agreement between the Registrant, First Alliance
      Financial Group, Inc., and WestPark Capital, Inc. Affiliates (incorporated
      by reference to Exhibit 10.16(b) to the Form S-1/A filed with the
      Securities and Exchange Commission on September 21,
  2007).10.19
            
            China
      Architectural Engineering, Inc. 2007 Equity Incentive Plan (incorporated
      by reference from Exhibit 10.1 to the Current Report on Form 8-K filed
      with the Securities and Exchange Commission on July 12,
    2007).10.20
            
            Form
      of Notice of Grant of Stock Option of the Registrant (incorporated by
      reference from Exhibit 10.2 to the Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 12,
  2007).10.21
            
            Form
      of Stock Option Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.3 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.22
            
            Form
      of Stock Issuance Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.5 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.23
            
            Form
      of Stock Purchase Agreement (including Addendum) of the Registrant
      (incorporated by reference from Exhibit 10.4 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on July 12,
      2007).10.24
            
            Stock
      Purchase Agreement dated November 6, 2007, entered into by and among Ng
      Chi Sum, Yam Mei Ling, the Registrant and Full Art (incorporated by
      reference from Exhibit 10.1 to the Current Report on Form 8-K filed with
      the Securities and Exchange Commission on November 8,
    2007).10.25
            
            Subscription
      Agreement, dated April 2, 2008, by and among the Registrant, ABN AMRO Bank
      N.V., London Branch, CITIC Allco Investments Ltd., and CITIC Capital
      Finance Ltd. (incorporated by reference to Exhibit 10.1 to the Current
      Report on Form 8-K filed with the Securities and Exchange Commission on
      April 18, 2008).10.26
            
            Employment
      Agreement with Albert Jan Grisel dated as of January 12, 2009
      (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on January 16,
      2009).10.27
            
            Employment
      Agreement with Li Chengcheng dated as of March 30, 2009 (incorporated by
      reference to Exhibit 10.1 to Current Report on Form 8-K filed with the
      Securities and Exchange Commission on April 3, 2009).10.28
            
            Employment
      Agreement with Gene Michael Bennett dated as of October 5, 2009
      (incorporated by reference to Exhibit 10.1 to the Current Report on Form
      8-K filed with the Securities and Exchange Commission on October 8,
      2009).10.29
            
            Stock
      Option Agreement with Gene Michael Bennett dated as of October 5,
      2009 (incorporated by reference to Exhibit 10.2 to the Current Report on
      Form 8-K filed with the Securities and Exchange Commission on October 8,
      2009).10.30*
            
            Securities
      Purchase Agreement dated as of August 6, 2009 by and between China
      Architectural Engineering, Inc., KGE Group Limited and certain investors
      (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K
      filed with the Securities and Exchange Commission on August 10,
      2009).10.31*
            
            Amendment
      and Waiver Agreement dated as of August 6, 2009, by and among China
      Architectural Engineering, Inc., KGE Group Limited, ABN AMRO Bank N.V.,
      London Branch, and CITIC Allco Investment Ltd.10.32
            
            Loan
      Agreement dated June 17, 2009 entered into by and between KGE Group Ltd.
      and the Company (incorporated by reference to Exhibit 4.1 to the Form
      8-K filed with the Securities and Exchange Commission on June 18,
      2009).


10.33
            
            Amendment
      and Waiver Agreement dated February 24, 2010 by and among The Royal Bank
      of Scotland N.V., London Branch (formerly ABN AMRO Bank N.V., London
      Branch); CITIC Capital China Mezzanine Fund Limited; ABN AMRO Bank (China)
      Co., Ltd., Shenzhen Branch; Mr. Luo Ken Yi; Mr. Jun Tang; KGE Group
      Limited; and First Jet Investments Limited (incorporated by reference to
      Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange
      Commission on February 24, 2010).10.34
            
            Framework
      Agreement of Marine Park and Holiday Resorts Project entered into by and
      between the Company and Shanghai Nine Dragon Co. Ltd (translated)
      (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
      10-Q filed with the Securities and Exchange Commission on August 17,
      2009).14.1*
            
            Code
      of Business Conduct and Ethics23.1*
            
            Consent
      of Samuel H. Wong & Co., LLP21.1*
            
            List
      of Subsidiaries31.1
            
            Certification
      of Chief Executive Officer pursuant to Item 601(b)(31) of
      Regulation S-K, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of Chief Financial Officer pursuant to Item 601(b)(31) of
      Regulation S-K, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




23


Exhibit
      No.
            
            Exhibit
      Description32.1**
            
            Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







*
            Previously
      filed.





**
            This
      exhibit shall not be deemed "filed" for purposes of Section 18 of the
      Securities Exchange Act of 1934 or otherwise subject to the liabilities of
      that section, nor shall it be deemed incorporated by reference in any
      filing under the Securities Act of 1933 or the Securities Exchange Act of
      1934, whether made before or after the date hereof and irrespective of any
      general incorporation language in any
filings.





24