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EXCEL - IDEA: XBRL DOCUMENT - Guanwei Recycling Corp.Financial_Report.xls
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1

R   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
 
o    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 001-34962
 
GUANWEI RECYCLING CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
 
98-0669936
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer  Identification No.)
 
Rong Qiao Economic Zone, Fuqing City
Fujian Province,
People’s Republic of China 350301
(Address of principal executive offices) (Zip Code)
 
86-591 8536 6197
(Registrant’s telephone number, including area code)
 
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 R No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 R No o
 
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 o
   
Accelerated filer
o
         
Non-accelerated filer o
 
(Do not check if a smaller reporting company)
Smaller reporting company
R
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R
 
As of August 10, 2012, the registrant had 20,815,654 shares of its common stock issued and outstanding.
 
 
 

 
 
Explanatory Note
 
The sole purpose of this Amendment No. 1 on Form 10–Q/A to our Quarterly Report on Form 10–Q for the period ended June 30, 2012 originally filed with the Securities and Exchange Commission  (the “SEC”) on August 14, 2012 (the “Form 10–Q”), is to furnish Exhibit 101 to the Form 10–Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes for the period ended June 30, 2012 included in Part I of the Form 10-Q, in accordance with Rule 201 of Regulation S-T.  The Form 10-Q originally filed on August 14, 2012 incorrectly furnished the XBRL Interactive Data File for the financial statements and notes for the period ended March 31, 2012.
 
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, and does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way, disclosures made in the original Form 10–Q.  Accordingly, this amendment should be read in conjunction with the original Form 10-Q filing.
 
Pursuant to Rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 

 
 
Item 6. Exhibits
 
EXHIBIT NO.
 
DESCRIPTION
 
LOCATION
         
2.1
 
Share Exchange Agreement, by and between the Registrant, Chenxin and Fresh Generation, dated November 5, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
2.2
 
Plan of Merger, adopted by the Registrant’s Board on December 4, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2009
         
3.1
 
Articles of Incorporation of the Registrant, dated December 13, 2006
 
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
         
3.2
 
Bylaws of the Registrant
 
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
         
3.3
 
Certificate of Amendment to Articles of Incorporation of the Registrant, dated January 28, 2008
 
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
         
3.4
 
Articles of Merger, filed with the Secretary of State of the State of Nevada on December 16, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2009
         
3.5
 
Certificate of Incorporation of Chenxin
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
3.6
 
Memorandum and Articles of Association of Chenxin
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
3.7
 
Articles of Association of Guanwei
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
3.8
 
Enterprise Business License of Guanwei, dated December 27, 2007
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
 
3.9
 
Enterprise Business License of Guanwei, dated December 23, 2008
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
9.1
 
Declaration of Trust, between Yu Banks Po Fung and Chen Min, dated November 28, 2009
 
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 31, 2011
         
10.1
 
Share Exchange Agreement and Stock Purchase between the Registrant and MD Mortgage Corp., dated January 15, 2007
 
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012
         
10.2
 
Asset Transfer Agreement, between Fuqing State-Owned Assets Management & Investment Corp. and Guanwei, dated January 11, 2006
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
10.3
 
Land Use Certificate, issued by the Ministry of State-Owned Land Resources of the People’s Republic of China to Guanwei, dated November 8, 2006
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
10.4
 
Audit Report and Certificate, issued by Umweltagentur Erftstadt to Guanwei
 
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 31, 2011.
         
10.5
 
Form of Employment Contract
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
10.6
 
Stock Purchase Agreement, between the Registrant and Marshall Davis, dated November 5, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
10.7
 
Indemnity Agreement by and between Chenxin, Fresh Generation, and Marshall Davis, dated November 5, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
 
 
 
 

 
 
10.8
 
Maximum Amount Loan with Pledge Contract, dated January 17, 2008 between Guanwei and Fuqing Rural Credit Cooperative Union
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
10.9
 
Guanwei Recycling Corp. 2010 Omnibus Long-Term Incentive Plan
 
Incorporated by reference to the Definitive Schedule 14A, filed on October 15, 2010
         
10.10
 
Agreement with Fuqing Huanli Plastics Co., Ltd., dated November 1, 2008
 
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 31, 2011
         
10.11
 
Oral Agreement with Chenxin International Limited, dated 2009
 
Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A, filed on December 27, 2011
         
14.1
 
Code of Business Conduct and Ethics
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2009
 
16.1
 
Letter from Webb & Company, PA, dated December 16, 2009
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2009
         
16.1
 
Letter from BDO, dated February 7, 2012
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K as filed with the SEC on February 8, 2012
         
21.1
 
List of Subsidiaries of the Registrant
 
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009
         
31.1
 
Rule 13a-14(a)/15d-14(a) Certification (CEO)
 
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on August 14, 2012
         
31.2
 
Rule 13a-14(a)/15d-14(a) Certification (CFO)
 
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on August 14, 2012
         
32.1
 
Section 1350 Certification (CEO)
 
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on August 14, 2012
         
32.2
 
Section 1350 Certification (CFO)
 
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on August 14, 2012
         
101. INS
 
XBRL Instance Document
 
Furnished herewith
         
101. CAL
 
XBRL Taxonomy Extension Calculation Link base Document
 
Furnished herewith
         
101. DEF
 
XBRL Taxonomy Extension Definition Link base Document
 
Furnished herewith
         
101. LAB
 
XBRL Taxonomy Label Link base Document
 
Furnished herewith
         
101. PRE
 
XBRL Extension Presentation Link base Document
 
Furnished herewith
         
101. SCH
 
XBRL Taxonomy Extension Scheme Document
 
Furnished herewith
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements 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.
 
 
GUANWEI RECYCLING CORP.
 
       
Date: August 17, 2012
By:
/s/ Min Chen
 
   
Min Chen
 
   
Chief Executive Officer, Chairman of the Board, President and Principal Executive Officer
 
       
Date: August 17, 2012
By:
/s/ Feng Yang
 
   
Feng Yang
 
   
Chief Financial Officer, Secretary, Treasurer and Principal Financial and Accounting Officer