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EX-32.1 - EXHIBIT 32.1 - China Infrastructure Investment CORPv240308_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - China Infrastructure Investment CORPv240308_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - China Infrastructure Investment CORPv240308_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - China Infrastructure Investment CORPv240308_ex31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - China Infrastructure Investment CORPFinancial_Report.xls
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL REPORT
ON FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2011

Commission File Number 001-34150

CHINA INFRASTRUCTURE
INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
 
88-0484183
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

Room D, 2F, Building 12, Xinxin Huayuan, Jinshui Road, Zhengzhou, Henan Province, The People’s
Republic of China
(Address, including zip code, of principal executive offices)

(011) 86-375-2754377
(Registrants’ telephone number, including area code)
 
Securities Registered Under Section 12(b) of the Exchange Act: Common Stock, par value $0.001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ¨     No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨     No x
 
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 and (2) has been subject to such filing requirements for the past 90 days.   
Yes  x      No ¨
 
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 x No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ¨

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

Large accelerated filer  ¨   Accelerated filer  ¨   Non-accelerated filer ¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No x

Aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2010 based upon the closing price was approximately $8,184,630.

The number of outstanding shares of the registrant’s Common Stock on November 14, 2011 was 80,000,000.
 
 
 

 
 
EXPLANATORY NOTE
The sole purpose of this amendment to our Annual Report on Form 10-K for the year ended June 30, 2011, originally filed with the Securities and Exchange Commission on November 14, 2011, is to furnish Exhibit 101 to the Form 10-K, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in Part II, Item 8 of the Form 10-K. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-K.

No other changes have been made to the Form 10-K, and the Form 10-K has not been updated to reflect events occurring subsequent to the original filing date.
 
PART IV
 
ITEM 15.
Exhibits and Financial Statement Schedules

  
 
(a)
Financial Statements and Schedules
 
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
 

 
(b)
Exhibits
 
EXHIBIT NO.
 
DESCRIPTION
 
LOCATION 
3.1
 
Articles of Incorporation of Learning Quest Technologies, Inc.
 
Incorporated by reference to Exhibit 3.01 to the Company’s Form 10-SB as filed with the SEC on December 17, 2004.
3.2
 
Amended and Restated Bylaws of China Infrastructure Investment Corporation, dated as of May 21, 2008.
 
Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008.
3.3
 
Certificate of Incorporation of Color Man Holdings Limited
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.4
 
Certificate of Incorporation of Wise On China Limited
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.5
 
Certificate of Incorporation of Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.6
 
Company Charter of Color Man Holdings Limited (Memorandum of Association and Articles of Association
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.7
 
Company Charter of Wise On China Limited
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.8
 
Articles of Association of Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.1
 
Share Exchange Agreement, dated February 8, 2008, by and among Learning Quest Technologies, Inc., Color Man Holdings Ltd. and Joylink Holdings Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.2
 
Chartered Rights Agreement on Pingdingshan-Linru Expressway Project, dated April 10, 2003, by and between Pingdingshan Pinglin Expressway Co., Ltd. and Pingdingshan Bureau of Communications
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.3
 
Loan Contract of the Year 2004, dated December 28, 2004, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.4
 
Loan Contract of the Fixed Assets (No. YBZ No. 0054, 2005), dated July 29, 2005, by and between The Pingdingshan Branch of Industrial and Commerical Bank of China and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.5
 
Loan Contract, dated February 25, 2005, by and between the Agricultural Bank of China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.6
 
Loan Contract of the Year 2007, dated September 28, 2007, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.7
 
Loan Contract, dated June 7, 2005, by and between the Agricultural Bank of China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.8
 
General Loan Contract, dated November 29, 2004, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.9
 
Loan Contract of the Fixed Assets (No. YBZ No. 0051, 2005), dated July 29, 2005, by and between The Pingdingshan Branch of Industrial and Commerical Bank of China and Pingdingshan Pinglin Expressway Co., Ltd.
 
Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.10
 
Loan Set-Off Agreement, dated October 10, 2011, by and among the Company, Pingdingshan Pinglin Expressway Co., Ltd., Pingdingshan Tai Ao Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd., and Zhengzhou Simian Real Estate Co., Ltd.
 
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.11
 
Exclusive Business Cooperation Agreement, dated October 10, 2011, by and between Pingdingshan Pinglin Expressway Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.
 
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.12
 
Exclusive Option Agreement, dated October 10, 2011, by and among Pingdingshan Pinglin Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.
 
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.13
 
Equity Interest Pledge Agreement, dated October 10, 2011, by and among Pingdingshan Pinglin Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.
 
Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.14
 
Power of Attorney dated October 10. 2011 by Henan Shengrun Real Estate Co., Ltd.
 
Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
14.1
 
Code of Ethics
 
Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2008
16.1
 
Auditor Letter
 
Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2008
21
 
List of Subsidiaries
 
Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2010
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
31.2
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
32.1
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
32.2
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Provided herewith
99.1
 
Audit Committee Charter of the Company
 
Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
99.2
 
Compensation Committee Charter of the Company
 
Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
99.3
 
Corporate Governance and Nominating Committee Charter of the Company
 
Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
101
 
The following materials from China Infrastructure Investment Corporation’s Annual Report on Form 10-K for the year ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
 
Provided herewith.  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
 
 
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SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.
 
 
CHINA INFRASTRUCTURE INVESTMENT CORPORATION
 
Date: November 14, 2011      
       
 
By:
/s/ Li Xipeng
 
    Li Xipeng  
   
Chief Executive Officer, Principal Executive
Officer and Chairman of the Board
 
 
 
 
/s/ Li Lei
 
    Li Lei  
   
Chief Financial Officer, Principal Financial and
Accounting Officer and Director
 
 
In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.
 
Signatures
 
Title
 
Date
         
/s/ Li Xipeng
 
Chief Executive Officer,
 
November 14, 2011
Li Xipeng
 
Principal Executive Officer and
   
   
Chairman of the Board
   
         
/s/ Li Lei
 
Chief Financial Officer,
 
November 14, 2011
Li Lei
 
Principal Financial and
   
   
Accounting Officer and
   
   
Director
   
         
/s/ Sun Jianhao
 
Director
 
November 14, 2011
Sun Jianhao
       
         
/s/ Huang Yuemin
 
Director
 
November 14, 2011
Huang Yuemin
       
         
/s/ Xu Huiqing
 
Director
 
November 14, 2011
Xu Huiqing
       
         
/s/ Zhang Chunxian
 
Director
 
November 14, 2011
Zhang Chunxian
       
         
/s/ Aaron Zhu
 
Director
 
November 14, 2011
Aaron Zhu
       
 
 
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