UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 31, 2012 (January 25, 2012)

GUANWEI RECYCLING CORP.

(Exact name of registrant as specified in its charter)

Rong Qiao Economic Zone

Fuqing City

Fujian Province

People’s Republic of China

300500 

(Address of principal executive offices)

Registrant’s telephone number, including area code: (86-591) 8536-6197

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act   (17 CFR 240.13e-4(c))

Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 25, 2012, the Nasdaq Stock Market (“Nasdaq”) notified Guanwei Recycling Corp. (the “Company”) that it no longer complied with Nasdaq Rule 5550(a)(2) (the “Minimum Bid Price Rule”), as the closing bid price of the Company’s common stock, par value $0.001 (“Common Stock”), was below the minimum $1.00 per share for the 30 consecutive trading days prior to January 25, 2012. In accordance with Nasdaq Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until July 23, 2012, to regain compliance with the Minimum Bid Price Rule. The Company may regain compliance with the Minimum Bid Price Rule if the bid price of the Company’s Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days at any time prior to July 23, 2012.

In the event the Company does not regain compliance with the Minimum Bid Price Rule by July 23, 2012, the Company may be eligible for an additional 180-day period in which to demonstrate compliance with the Minimum Bid Price Rule, provided that the Company meets the continued listing requirements for the market value of its Common Stock and all other initial listing standards for The Nasdaq Capital Market set forth in Nasdaq Rule 5505. If the Company does not regain compliance with the Minimum Bid Price Rule prior to July 23, 2012 and is not eligible for the additional compliance period, Nasdaq will notify the Company that its Common Stock will be delisted. At that time, the Company may appeal Nasdaq’s determination to delist the Company’s Common Stock.

The Company intends to actively monitor the closing bid price of its Common Stock and will consider available options to regain compliance with the Minimum Bid Price Rule.

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2012