Ziyang Ceramics (OTC BB:CAAHD)

Zhucheng, China--(6/25/2012) – Ziyang Ceramics Corporation (OTC BB: ZYCI), a leading manufacturer of high quality interior porcelain tiles in China, announced today that the Company has signed 10 new distribution agreements with distributors in Shandong and Jiangsu provinces of China thus far in the second quarter of 2012. The new distribution agreements collectively call for minimum sales orders of approximately $1.3 million per month.

Under the terms of the agreements, Ziyang will provide its full line of floor and interior wall tiles to the distributors on a private label basis. The distributors will market the tiles under their own proprietary brand names. Ziyang will provide warehousing and will receive full payment for each order prior to its release from the warehouse. Ziyang received a total of approximately $160,000 from the ten distributors as a refundable cash deposit provided they meet certain minimum sales targets.

April 19, 2012

Dear Fellow Shareholders,

2011 was a pivotal year of transition for our company as we entered a new chapter in our corporate history through the acquisition and repositioning of our company as Ziyang Ceramics.  We have now emerged as a leader among the manufacturers and distributors of ceramic porcelain tile products in Northern China, with distribution channels servicing major second and third tier cities across 10 provinces.  We believe our new public presence in the United States will help us to open additional sales channels as we plan to expand and export our products into Central and South America.  We hope to continue to build on our solid foundation as we continue to develop new products that will fuel our top line and bottom line growth as we enter 2012.

Since the inception of Ziyang Ceramics in 2006, we have built our organization into one of the largest porcelain tile producers in Northern China.  In August 2011 we added approximately 81 million square feet of annual production capacity for a new production line of interior wall tiles.  We now operate three ceramic porcelain tile production lines with an annual production capacity of approximately 200 million square feet of tile.  Sales from these new wall tiles have exceeded our initial expectations and represented approximately 10% of our total revenues for 2011.   We have also continued our efforts to streamline our operations in 2011 through the building of a fully automated packaging line and the upgrade of our warehousing and logistics systems.  This has helped to significantly improve our operating efficiency and reduce our overall labor costs. As a result of the efforts of our whole team and the shift in our sales mix towards our higher priced polycrystalline line of tiles, we saw strong revenue and earnings growth in 2011.  Revenues reached $43.1 million, up 38.7% from 2010 and net income reached $10.8 million, up 49.1% from 2010.We believe that China’s urbanization, the growth of the second, third tier cities, as well as government sponsored housing programs provide us with unique growth opportunities.  We will seek to continue to capitalize on this opportunity as we actively increase the visibility of our brands and promote our new high-end products.  We remain focused on the development of exciting new products, and increasing our distribution presence in major second and third tier cities.  We have also continued to invest in raw materials to build our competitive advantage for the future.  We now have rights to approximately 20 million metric tons of white clay deposits in close proximity to our facility.  By controlling our own clay supply we are able to better control and minimize our raw material costs as well as receive preferential tax treatment from the provincial government due to the comprehensive utilization of resources.  As a result, we currently receive an exemption from the 17% value added tax as well as a deduction from income tax equal to 10% of our revenue.  We believe this gives us an extra competitive edge to enable us to thrive in our business.

We believe 2012 will be another record year for us.  With our strong balance sheet and our new US presence we are poised to further expand our market share and expand into new markets internationally.  We are proud to see our products being adopted for use in busy shopping malls, banks, and residential households.  We are excited to continue to produce new stylish and durable tiles to further fuel our market penetration and growth.  Our entire team of dedicated employees is driven to achieve our goals and achieve another year of record performance for our company.  I want to thank each and every one of our shareholders for your support as we work diligently to maximize the value of Ziyang Ceramics for years to come.
Sincerely,

Mr. Lingbo Chi
Chairman of the Board and CEO

We expect that our cash on hand and cash flow from operations will be sufficient to sustain our operations for at least the next twelve months. However, the following events are likely to require us to raise additional capital:

• An increase in working capital requirements to finance the overall growth of our company;
• Capital expenditures for additional equipment to support increases to our production capacity;
• The costs for recruitment and retention of additional management and personnel to support our operations and expansion plans; and
• he additional costs, including legal accounting and consulting fees, of being a public company and the related compliance activities.

China America Holdings, Inc. has taken two corporate actions:

• a 400 for 1 reverse split of our issued and outstanding common stock, and

• a change our corporate name to Ziyang Ceramics Corporation.

The effective date of these actions is January 27, 2012 and our common stock will be quoted on the OTC Bulletin Board under our new name and on a post-split basis on that date. Our CUSIP number has changed to 98975X102. Our common stock will be quoted under the symbol “CAAHD” for 20 business days, after which time the symbol will revert back to CAAH pending the permanent change to reflect our new name as described below.

We expect that our cash on hand and cash flow from operations will be sufficient to sustain our operations for at least the next twelve months. However, the following trends are reasonably likely to require us to raise additional capital:

• An increase in working capital requirements to finance the overall growth of our company;
• Capital expenditures for additional equipment to support increases to our production capacity;
• The costs for recruitment and retention of additional management and personnel to support our operations and expansion plans; and
• The additional costs, including legal accounting and consulting fees, of being a public company and the related compliance activities.

Frist quarter that has been reported as a new business focus:

• For the second quarter of 2011 total revenues reached $9.9 million, up 16.6% from the $8.5 million recorded in the second quarter of 2010.
• Sequentially, our revenue increased by 31.8% compared to our first quarter ended March 31, 2011 where revenue was $7.5 million.
• Gross profit reached $3.5 million in the second quarter of 2011 with operating income of $2.9 million compared to gross profit of $3.1 million with operating income of $2.7 million recorded in the same period in 2010.
• We recorded net income of $2.3 million for the second quarter of 2011 compared to net income of $2.1 million for the same period in 2010.
• This resulted in EPS of $0.01 per diluted and basic share for both periods.
• Net income for the first nine months of 2011 was $4.0 million compared to net income of $3.5 million for the same period in 2010.

The improvement in overall financial results in the second quarter of 2011 was largely driven by increased sales of higher priced polycrystalline porcelain tile product series that was recently launched in the fourth quarter of 2010, partially offset by decreased sales of older and less expensive tile products. Sales from the new polycrystalline product series continued to experience increased sales volume and now represent approximately 46.2% of total revenue recorded in the second quarter of 2011, up sequentially from 25.4% of total revenue represented in the first quarter of 2011. On average, the polycrystalline porcelain tiles are sold at a premium of approximately 48% compared to our patterned polished porcelain tiles. Our gross profit margin was 35.3% in the second quarter of 2011 versus 36.7% in the comparable quarter in 2010. The 1.4% decline in gross profit margin is mainly attributable to increases in wages and higher fuel costs.

Commenting on the second quarter, Mr. Lingbo Chi, CEO of China America Holdings, stated, "We are pleased with our results for the second quarter. We are also pleased to see strong demand for our higher-end polycrystalline product line. We are currently in the testing phase for a new product launch of an interior wall product line. We anticipate sales of this new product line to commence late in the third quarter of 2011 which will enable us to expand sales to a completely new product category. We believe our new products and extensive distribution network have us positioned on a strong growth track for the second half of this year and beyond and look forward to improved performance in our top and bottom line for the foreseeable future."

SHANGHAI, CHINA -- (Market Wire) -- 06/30/2011 -- China America Holdings, Inc. (OTCBB: CAAH) announced today it has entered into a definitive share exchange agreement with Best Alliance Worldwide Investments Limited (“Best Alliance”) to acquire a 100% equity stake in China Ziyang Technology Company, Limited for a combination of a convertible promissory note and common stock valued at approximately $16 million. Upon completion of the transaction and assuming full conversion of the note, Best Alliance will own approximately 79.6% of the then issued and outstanding shares of China America Holdings.

Ziyang Technology Company, Limited is a Hong Kong Based holding company with a wholly owned subsidiary, Ziyang Ceramics Company, Limited (“Ziyang Ceramics”), based in Zhucheng City, Shandong Province, China. Ziyang Ceramics was established on January 26, 2006, with $7.7 million registered capital and had total assets of approximately $26.5 million as of March 31, 2011. Ziyang Ceramics is engaged in the manufacturing and distribution of porcelain tiles used for interior residential and commercial flooring primarily in Eastern and Central China. Ziyang Ceramics operates its production and distribution facility on approximately 1.8 million square feet of land that includes facilities covering an area of 775,000 square feet. Ziyang Ceramics has 492 employees and operates two production lines which produce three main ceramic product types in more than 50 different size and color combinations. The company sells its products through a distribution network of more than 150 distributors across 10 provinces concentrating on major second and third tier cities.

In 2010, on a pro forma basis, Ziyang Ceramics

• generated revenue of $31.1 million with net income of approximately $7.3 million
• experienced top and bottom line growth in excess of 44% compared to 2009.

Management expects to grow its internal operations at a rate of at least 20% annually for the foreseeable future. In addition to expanding its own facilities, management intends to make opportunistic acquisitions to add capacity and expand its product offerings in an effort to become one of the leading manufacturers and suppliers of high quality porcelain tiles in China.

CAAH to wind down operations:

As more fully described in Note 2, on December 23, 2010 we entered into the Purchase Agreement with Glodenstone, Mr. Hu and Ms. Ye to sell our membership interest in AoHong Chemical to Glodenstone for aggregate consideration of $3,508,340, payable by cancellation of the Glodenstone Note and Glodenstone’s issuance to us at closing the $1,728,340 Purchase Note. On May 10, 2011, we, along with Glodenstone, AoHong Chemical, Mr. Hu and Ms. Ying Ye agreed to extend the latest date for obtaining the approval of our shareholders under the Purchase Agreement from May 31, 2011 to June 15, 2011. In addition, Glodenstone agreed to extend the maturity date under the Glodenstone Note from May 31, 2011 to June 15, 2011.

The closing of this transaction is conditioned upon the approval of our stockholders.   A special meeting of our stockholders is scheduled for June 9, 2011 at which time our stockholders will vote on the proposal to approve the Purchase Agreement.

If the proposal is approved by our stockholders at this special meeting, the Purchase Agreement will close on June 10, 2011..  However, if the closing of the Purchase Agreement does not occur by June 15, 2011, the Purchase Agreement automatically terminates.  In that event, the amounts due under the Glodenstone Note remain outstanding and we would be required to transfer our membership interest in AoHong Chemical to Glodenstone in full satisfaction of the Glodenstone Note.

On December 9, 2010 Glodenstone Development Limited, a British Virgin Islands company (“Glodenstone”), advanced to us $1,780,000 in order to allow us to fulfill the remaining portion of our obligation to contribute capital to AoHong in connection with our negotiating the terms of an agreement to sell our 56.08% interest in AoHong to Glodenstone. On December 10, 2010 we made the required payment to AoHong. On December 23, 2010 we entered into a Membership Interest Sale Agreement with Glodenstone, Mr. Aihua Hu and Ying Ye, to sell our 56.08% membership interest in AoHong to Glodenstone for $3,508,340. The purchase price is payable by cancellation of the $1,780,000 debt we owe Glodenstone and a $1,728,340 promissory note Glodenstone will issue to us at closing. Completion of this transaction is subject to stockholder approval. See Business – Our History – Significant Transactions.

Our board of directors determined it was in our best interests to sell our interest in AoHong because of the difficulties in securing not only the capital to fund our remaining capital contribution obligations to AoHong, but additional capital necessary to properly finance its operations. The sale of our interest in AoHong will constitute a sale of all or substantially all of our assets and all of our business operations, including the revenues, expenses, assets and liabilities associated with the operation of AoHong. Consequently, if we do not acquire another business prior to completion of the sale, we will be treated as a shell corporation under Federal securities laws. We expect that we will then seek a business combination with an operating entity which, while wishing to avail itself of the benefits of being a U.S. public company, does not require the immediate level of capital AoHong requires.

SHANGHAI, CHINA--(Marketwire - September 8, 2010) -  China America Holdings, Inc. announced today that management is reiterating its financial outlook for its current fiscal year ending September 30, 2010 and sees improving market trends leading to a significantly stronger performance in its fiscal year ending September 30, 2011. 

With our 8,000 metric tons production facility in Tianjin now fully operational and the market demand for our refrigerant products continuing to rise, we are reiterating our current financial outlook for fiscal 2010 of:

• Revenues at its Shanghai Aohong subsidiary exceeding $50 million with net income of $1.5 million.
  
• On a consolidated basis, accounting for its 56% ownership of Shanghai Aohong, management also expects overallNet income to range between $500,000 and $800,000 in fiscal 2010.

Additionally, current market trends continue to improve heading into fiscal 2011 and management now sees strong growth continuing at our Shanghai Aohong subsidiary and believes fiscal 2011:

• Revenue will exceed $75 million.
  
• Net income ranging between $2 and $3 million and net income of $1 to $1.6 million on a consolidated basis.

Mr. Shaoyin Wang, CEO of China America Holdings, commented, "As we near the end of fiscal 2010, we anticipate a record performance for our company. Our new facility has expanded our distribution capabilities and favorable market trends look to continue for the foreseeable future as we look forward to fiscal 2011. We are confident that our strong sales momentum will lead to another record year in top and bottom line performance in fiscal 2011 and our entire team is dedicated to building our company for the benefit of our shareholders."

Financial results for the third quarter:

• Revenue Reaches $14 million in 3rd Quarter of Fiscal 2010, Up 71.3% from the $8.2 Million Recorded in the Three Month Period Ended June 30, 2009.
  
• Operating Income Climbs to $368,000, Up 100% from the $184,000 Recorded in the Three Month Period Ended June 30, 2009.
  
• We recorded a net income of $38,000 for the third quarter of fiscal 2010 compared to a net loss of ($13,000) for the same period in 2009. This resulted in EPS of $0.00 per diluted and basic share for both periods.

The improvement in overall financial results in the third quarter of fiscal 2010 was largely driven by an increase in our overall average selling price of our products due to a strong demand environment causing a shortage in supplies coupled with our direct marketing efforts leading to a significant increase in exports. Our export revenues increased $1.7 million to $3.5 million for the third quarter of fiscal 2010 compared to the three months ended June 30, 2009, and increased $4.1 million to $8.4 million for the first nine months of fiscal 2010 when compared to the same period last year.

Commenting on the third quarter, Mr. Shaoyin Wang, CEO of China America Holdings, stated, "We continue to gain sales momentum through the first nine months of fiscal 2010. Our aggressive pricing strategy in the past quarters has expanded our customer base and along with our direct export sales efforts has yielded strong operational performance. This has enabled our company to reach a net profit for the first nine months of this fiscal year. Additionally, the first phase of the Tianjin facility is now contributing to our performance which should accelerate our growth in the coming quarters. Our export efforts come at a time when the global refrigerant market is becoming increasingly stronger and prices in China have improved significantly as the PRC begins its mandated transition into more environmentally friendly products. We are excited to continue our business expansion and look forward to a stronger performance in the coming quarters as we see business trends remaining favorable."

On July 19, 2010 China America Holding, Inc.’s wholly owned subsidiary, Shanghai AoHong Chemical Co., Ltd., (“AoHong”), entered into an Equity Purchase Contract with Guorong Chen (“Mr. Chen”) and Yuling Li (“Mr. Li”) to acquire their 100% ownership interests in Guangzhou Jianxin Enterprise Co., Ltd. (“Guangzhou Jianxin”) for RMB 11,880,000 (approximately U.S. $1,752,212 in cash). 

2nd Quarter of Fiscal 2010 Revenue of $8.6 Million, Up 39% From the Three Month Period Ended March 31, 2009; 2nd Quarter of Fiscal 2010 EPS of ($0.00) Versus EPS of ($0.00) for the Three Month Period Ended March 31, 2009; Net Loss for the First Six Months of Fiscal 2010 Narrows to ($6,000) as Compared to a Loss of ($669,000) in the Six Months Ended March 31, 2009.

Commenting on the second quarter, Mr. Shaoyin Wang, CEO of China America Holdings, stated, "We continue to gain sales momentum through the first six months of fiscal 2010. Our aggressive pricing strategy continues to yield positive top line results. We gained additional customers at the expense of a small decrease in gross margins. We are confident that our business will continue to grow as the global refrigerant market is becoming increasingly stronger and margins will improve as China begins its mandated transition into more environmentally friendly products. We look forward to a stronger performance in the second half of fiscal 2010 as we work diligently to continue to improve our operating results."