Chi Lingbo 4
4 · CHINA AMERICA HOLDINGS, INC. · Filed Jul 14, 2011
Insider Transaction Report
Form 4
Chi Lingbo
DirectorChief Executive Officer10% Owner
Transactions
- Other
Stock Option (right to buy)
2011-06-29+5,189,920→ 5,189,920 totalExercise: $0.01Exp: 2016-06-29→ Common Stock (5,189,920 underlying)
Footnotes (4)
- [F1]After giving effect to a 400 for 1 reverse stock split the Issuer plans to implement.
- [F2]Rights acquired pursuant to Option Agreement filed as Exhibit 10.5 to the Issuer's Form 8-K filed with the SEC on July 7, 2011 (the "Option Agreement").
- [F3]1,729,973 shares are exercisable upon execution of a Share Exchange Agreement among the Issuer, China Ziyang Technology Co., Limited and Best Alliance Worldwide Investments Limited ("BAW"), which condition was met on June 30, 2011, 1,729,973 shares are exercisable upon Ziyang Ceramics Co., Ltd. ("Ziyang") achieving not less than $60,000,000 in Gross Revenues, as determined under US GAAP for any consecutive 12 months during the period from July 1, 2011 through June 30, 2013, 1,729,973 shares are exercisable upon Ziyang achieving not less than $12,000,000 in pre-tax profits, as determined under US GAAP for any consecutive 12 months during the period from July 1, 2011 through June 30, 2013.
- [F4]Excludes 236,013,800 shares beneficially owned by BAW and the 7,369,966 shares (after giving effect to a proposed 400 for 1 reverse stock split) issuable to BAW under a 3% convertible note BAW received in connection with the June 30, 2011 merger of China Ziyang Technology Co. into China America Holdings, Inc. which the reporting person has voting and dispositive control over. Reporting person disclaims beneficial ownership of shares owned by BAW except to the extent of his beneficial interest therein as provided for in the Option Agreement.