We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Guanwei Recycling Corporation (CE) | USOTC:GPRC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
98-0669936
|
|
(State or other jurisdiction
|
(I.R.S. Employer
|
|
of incorporation or organization)
|
Identification No.)
|
Title of each class | Name of each exchange on which registered | |
Common stock, par value $0.001 per share | NASDAQ Capital Market | |
Securities registered under Section 12(g) of the Act:
|
Large accelerated filer
|
¨
|
Accelerated filer
|
o |
Non-accelerated filer
|
£
(do not check if a smaller reporting company)
|
Smaller reporting company
|
x |
PART I
|
|||
4
|
|||
11
|
|||
26
|
|||
26
|
|||
26
|
|||
PART II
|
|||
27
|
|||
29
|
|||
29
|
|||
38
|
|||
38
|
|||
39
|
|||
PART III
|
|||
40
|
|||
46
|
|||
48
|
|||
49
|
|||
50
|
|||
PART IV
|
|||
51
|
|||
54
|
Plastic
Identification Code
|
Type of plastic
polymer
|
Properties
|
Common Packaging Applications
|
|||
|
Polyethylene
Terephthalate
(PET, PETE)
|
Clarity, strength,
toughness, barrier to gas
and moisture.
|
Soft drink, water and salad dressing bottles;
peanut butter and jam jars
|
|||
|
High Density
Polyethylene (HDPE)
|
Stiffness, strength,
toughness, resistance to
moisture, permeability
to gas.
|
Milk, juice and water bottles;
trash and retail bags.
|
|||
|
Polyvinyl Chloride
(PVC)
|
Versatility, clarity, ease of
blending, strength,
toughness.
|
Juice bottles; cling films; PVC piping
|
|
Low Density Polyethylene (LDPE)
|
Ease of processing, strength, toughness, flexibility, ease of sealing, barrier to moisture.
|
Frozen food bags; squeezable bottles, e.g.
honey, mustard; cling films;
flexible container lids.
|
|||
|
Polypropylene (PP)
|
Strength, toughness,
resistance to heat,
chemicals, grease and oil,
versatile, barrier to moisture.
|
Reusable microwaveable ware;
kitchenware; yogurt containers; margarine
tubs; microwaveable disposable take-away
containers; disposable cups and plates.
|
|||
Polystyrene (PS)
|
Versatility, clarity, easily
formed
|
Egg cartons; packing peanuts; disposable
cups, plates, trays and cutlery; disposable
take-away containers;
|
||||
Other
(often polycarbonate
or ABS)
|
Dependent on polymers or
combination of polymers
|
Beverage bottles; baby milk bottles; electronic casing.
|
•
|
Grade A
|
This is a white LDPE grain and accounts for approximately 30% of Guanwei’s 2013 sales.
|
•
|
Grade B
|
This is a white LDPE grain and accounts for approximately 35% of Guanwei’s 2013 sales.
|
•
|
Grade C
|
This is a white LDPE grain and accounts for approximately 12% of Guanwei’s 2013 sales.
|
•
|
Grade D
|
This is a black LDPE grain and accounts for approximately 23% of Guanwei’s 2013 sales.
|
As a Percentage of Our
Purchases of Raw Materials
|
||||||||
Fiscal Year Ended
December 31,
|
||||||||
2013
|
2012
|
|||||||
Recycling Dienstleistung Beratung GmbH
|
13.9
|
%
|
33.4
|
%
|
||||
Sunshine Handels & Consulting GmbH
|
26.9
|
%
|
21.0
|
%
|
||||
TM Recycling GmbH
|
14.5
|
%
|
12.1
|
%
|
||||
Sanjia Netherlands B.V.
|
15.0
|
%
|
15.0
|
%
|
||||
Keryi Holdings Co. Ltd.
|
13.4
|
%
|
14.2
|
%
|
●
|
develop new and innovative processing methods, including processes which increase production yield;
|
|
●
|
respond effectively to competitive pressures and address the effects of strategic relationships or corporate combinations;
|
|
●
|
maintain our current, and develop new, strategic relationships with customers and suppliers;
|
|
●
|
increase awareness of our products and continue to build customer loyalty; and
|
|
●
|
attract and retain qualified management, consultants and employees.
|
●
|
reduce our investments;
|
|
●
|
limit our expansion efforts; and
|
|
●
|
decrease or eliminate capital expenditures.
|
●
|
announcements of technological innovations by us or our competitors;
|
|
|
●
|
our ability to obtain additional financing and, if available, the terms and conditions of the financing;
|
|
|
●
|
our financial position and results of operations;
|
|
|
●
|
litigation;
|
|
|
●
|
period-to-period fluctuations in our operating results;
|
|
|
●
|
changes in estimates of our performance by any securities analysts;
|
|
|
●
|
new regulatory requirements and changes in the existing regulatory environment;
|
|
|
●
|
the issuance of new equity securities in a future offering;
|
|
|
●
|
changes in interest rates;
|
|
|
●
|
changes in environmental standards;
|
|
|
●
|
market conditions for securities traded on the NASDAQ;
|
●
|
investor perceptions of us and the plastics recycling industry generally; and
|
|
|
●
|
general economic and other national conditions.
|
●
|
investors may have difficulty buying and selling or obtaining market quotations;
|
|
|
●
|
market visibility for our Common Stock may be limited; and
|
|
|
●
|
a lack of visibility for our Common Stock may have a depressive effect on the market for our Common Stock.
|
●
|
Investors may have difficulty buying and selling or obtaining market quotations;
|
|
|
●
|
Market visibility for our common stock may be limited; and
|
|
|
●
|
A lack of visibility of our common stock may have a depressive effect on the market price for common stock. The Company’s common stock may be subject to delisting.
|
Closing Bid Prices
|
High
|
Low
|
||||||
Calendar Year Ended December 31, 2013
|
||||||||
4th Quarter:
|
$
|
3.48
|
$
|
1.75
|
||||
3rd Quarter:
|
$
|
2.20
|
$
|
1.38
|
||||
2nd Quarter:
|
$
|
1.63
|
$
|
1.21
|
||||
1st Quarter:
|
$
|
1.71
|
$
|
1.42
|
||||
Calendar Year Ended December 31, 2012
|
||||||||
4th Quarter:
|
$
|
2.26
|
$
|
1.32
|
||||
3rd Quarter:
|
$
|
1.80
|
$
|
1.26
|
||||
2nd Quarter:
|
$
|
3.42
|
$
|
1.50
|
||||
1st Quarter:
|
$
|
1.86
|
$
|
1.50
|
Plan Category
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights
(b)
|
Number of Securities
Remaining Available
For
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column A)
(c)
|
||||||
Equity Compensation Plans Approved by Security Holders
|
0
|
n/a
|
1,200,000
|
||||||
Equity Compensation Plans Not Approved by Security Holders
|
0
|
n/a
|
n/a
|
For the Years Ended December 31,
|
Change in
|
|||||||||||
2013
|
2012
|
%
|
||||||||||
Net revenue
|
$ | 72,263,043 | $ | 79,043,356 | (8.58 | )% | ||||||
Cost of revenue
|
56,493,385 | 60,440,237 | (6.53 | )% | ||||||||
Gross profit
|
15,769,658 | 18,603,119 | (15.23 | )% | ||||||||
Selling and marketing expenses
|
494,394 | 417,597 | 18.39 | % | ||||||||
General and administrative expenses
|
2,232,352 | 2,297,782 | (2.85 | )% | ||||||||
Interest income
|
56,387 | 55,781 | 1.09 | % | ||||||||
Interest expense
|
(43,583 | ) | - | - | % | |||||||
Net foreign exchange gain
|
49,797 | 62,806 | (20.71 | )% | ||||||||
Gain (loss) on disposal of property and equipment
|
3,602 | (33,452 | ) | (110.77 | )% | |||||||
Government subsidy
|
32,308 | - | - | % | ||||||||
Miscellaneous
|
(31,494 | ) | 6,372 | (594.26 | )% | |||||||
Income taxes
|
3,410,432 | 4,143,952 | (17.70 | )% | ||||||||
Net income
|
9,699,497 | 11,835,295 | (18.05 | )% | ||||||||
For the Years Ended December 31,
|
Change in
|
|||||||||||
2013
|
2012
|
%
|
||||||||||
Sales of recycled LDPE
|
$ | 64,814,357 | $ | 67,331,679 | (3.74 | )% | ||||||
Sales of sorted non- LDPE materials
|
1,826,465 | 1,913,859 | (4.57 | )% | ||||||||
Sales of raw materials
|
5,622,221 | 9,797,818 | (42.62 | )% | ||||||||
$ | 72,263,043 | $ | 79,043,356 | (8.58 | )% |
Year Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||||||
2013
|
2012
|
|||||||||||||||||||
in $
|
% of Net
Revenue
|
in $ |
% of Net
Revenue
|
Change in %
|
||||||||||||||||
Cost of manufactured recycled LDPE and sorted non-LDPE materials
|
$ | 51,016,145 | 76.55 | % | $ | 51,041,177 |
73.71
|
% | (0.05 | )% | ||||||||||
Cost of raw material sales
|
5,477,240 | 97.42 | % | 9,399,060 | 95.93 | % | (41.73 | )% | ||||||||||||
$ | 56,493,385 | 78.18 | % | $ | 60,440,237 | 76.46 | % | (6.53 | )% |
-
|
the decrease of $72,000 or 13.74% in legal, director, and professional fees to $452,000 in 2013 from $524,000 in 2012 as we continued our efforts to better control our legal and professional fees.
|
-
|
the decrease of $44,000 or 8.49% in payroll expense to $474,000 in 2013 from $518,000 in 2012 as a result of the transfer of an employee from the management department to the sales department.
|
-
|
the increase of $118,000 or 69.01% in travel and entertainment expense to $289,000 for 2013 from $171,000 for 2012 as we traveled frequently to Europe to maintain relationships with our suppliers.
|
Years Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Net cash provided by operating activities
|
$
|
1,146,958
|
$
|
1,725,960
|
||||
Net cash used in investing activities
|
(2,130,003
|
)
|
(2,694,126
|
)
|
||||
Net cash provided by financing activities
|
417,029
|
517,863
|
||||||
Effect of exchange rate changes on cash
|
369,690
|
100,858
|
||||||
Net decrease in cash and cash equivalents
|
(196,326
|
)
|
(349,445
|
)
|
||||
Cash and cash equivalents at beginning of year
|
12,083,358
|
12,432,803
|
||||||
Cash and cash equivalents at end of year
|
$
|
11,887,032
|
$
|
12,083,358
|
●
|
continued our efforts to recruit additional personnel with sufficient knowledge and experience in US GAAP; and
|
|
|
●
|
continued our efforts to provide ongoing training courses in US GAAP to existing personnel, including our Chief Financial Officer and in-charge accountant.
|
Name
|
Age
|
Position(s)
|
Experience
|
|||
Min Chen
|
45
|
Chairman of the Board of Directors, Chief Executive Officer, President
|
Min Chen has served as the Company’s Chairman, Chief Executive Officer and President since November 2009. He is the founder of the Company’s wholly-owned subsidiary, Fuqing Guanwei Plastic Industry Co. Ltd., and has served as its Chief Executive Officer and Chairman of its Board of Directors since inception in 2005; from 1999 to 2005, Mr. Chen served as Chief Executive Officer and Chairman of the Board of Directors of Fuqing Huanli Plastic Corp. He holds a Bachelor’s degree in economics from Xiamen University. Mr. Chen studied at both Japan Arsker College and Japan University and obtained degrees in economics, and obtained a Master’s degree in innovative administration from Tsing Hua University in 2009. While in Japan, Mr. Chen completed a study of the advanced Japanese recycling business and upon returning to China in 1999, he established Gaoming Plastics Inc., a plastic recycling business. Mr. Chen has been working to expand the scale and level of recycling in China in a cost-efficient way. Mr. Chen’s substantial knowledge of and experience with the Company, its operating subsidiary, and the recycled plastics industry, along with his leadership experience gained from his positions both within the Company and his other business experience, make him qualified to serve on the Board. In addition, the Board felt that Mr. Chen’s specific educational experiences allow him to provide valuable insight into the management and direction of the Company
.
|
|||
Qijie Chen
|
47
|
Director
|
Qijie Chen has served on the Company’s Board since November 2009 and has served as Vice General Manager of the Company’s wholly-owned subsidiary, Fuqing Guanwei Plastic Industry Co. Ltd., since 2005; from 2002 to 2005, he served as Vice General Manager of Fuqing Huanli Plastic Corp., and prior to that, he worked as a sales representative and then sales manager at Fuqing Gaoming Plastics. Mr. Chen earned a diploma in chemistry from Fuzhou University. Mr. Chen’s extensive knowledge of the Company’s operating subsidiary and of the recycled plastics industry, as well as his sales and marketing experience and his educational background, led the Board to conclude that he is qualified to serve as a director of the Company because he can provide insight and knowledge to the Company’s strategic planning and operations
.
|
Juguang Gao
|
51
|
Director
|
Juguang Gao has served on the Company’s Board since November 2009 and has served as Sales Director of the Company’s wholly-owned subsidiary, Fuqing Guanwei Plastic Industry Co. Ltd., since 2005. During that time, he has successfully developed over 200 client relationships for company in over 10 provinces. Prior to joining Guanwei, he served as Sales Manager of Fujian Zhenyun Plastics Corp., Fujian Yatong Plastics Corp. and Rongyin Plastics Corp. from 1997 to 2005. He earned a diploma in chemistry from Fuzhou University in 1982. The Board concluded that Mr. Gao is qualified to serve as a director of the Company because his general sales and marketing experience, and his extensive knowledge and experience with the Company’s operating subsidiary and with the plastics industry overall, provide valuable insight and knowledge to the Board.
|
|||
Changzhu Wang
|
41
|
Independent Director, Chairman of the Corporate Governance and Nominating Committee, Member of the Compensation Committee
|
Changzhu Wang has served on the Company’s Board since 2009. He founded and has served as President and CEO of Shandong Rongchen Real Property Development Corp. since 2004. He earned a Bachelor’s degree in business administration
from Yokohama National University in 1995. The Board concluded that Mr. Wang is a valuable member of the Board due to his educational background and business experience, and his experience with the Company, which provide unique insight and knowledge
.
|
|||
Rui Wang
|
44
|
Independent Director, Chairman of the Compensation Committee, Member of the Audit Committee, Member of the Corporate Governance and Nominating Committee
|
Rui Wang has served on the Company’s Board since 2009. In 2002, Mr. Rui founded and has served as President and CEO of Tianjin Yuanchuang Shuntian Architech Design & Consulting Inc. He earned a Bachelor’s degree in English Literature from Tianjin Foreign Studies University in 1991 and a Bachelor’s degree in Business & Commerce from University of Tokyo in 1997. Mr. Wang’s leadership, educational and business experience, along with his experience with the Company, led the Board to conclude that he is qualified to serve as a director of the Company
.
|
Howard Barth
|
62
|
Independent Director, Chairman of the Audit Committee
|
Howard Barth has served on the Company’s Board since 2009.
Currently he is also director and chairman of the Audit Committee of China Auto Logistics Inc. (a Nasdaq-listed company) since November 2008 and a director of Yukon Gold Corp. (an OTCBB-listed company). From 2005 until May 2008, he served as a director of Yukon Gold Corp. and from May 2008 to December 2008 he serves as President and C.E.O. (at the time, dual listed on the OTCBB and TSX). He has also been a director and chairman of the Audit Committee from December 2005 until June 2009 for Nuinsco Resources Limited (a TSX listed company). He was also a director of Offshore Petroleum Corp. and Uranium Hunter Corporation (an OTCBB listed company).
Mr. Barth has operated his own public accounting firm in Toronto, Canada since 1985, and has over 30 years of experience as a chartered accountant. He is a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants. He earned a Bachelors and Master’s degree in accounting from York University. Mr. Barth’s extensive financial experience and his experience with both Canadian- and US-listed companies led the Board to conclude that Mr. Barth is a valuable member of the Board
.
|
Jingshou Qin
|
43
|
Independent Director, Member of the Audit Committee, Member of the Compensation Committee, Member of the Corporate Governance and Nominating Committee
|
Jingshou Qin has served on the Company’s Board since 2009. In 2000, he founded and has served as General Manager of Fuqing Yonghe Plastic & Rubbery Corp. inception. Prior to that he spent 8 years working for various plastic companies in sales and marketing. He earned a Bachelor’s degree in Mathematics from Fujian Normal University in 1993. The Board concluded that Mr. Qin’s substantial experience in the plastics industry, along with his sales, marketing and leadership experiences in the industry and with the Company, provide valuable industry insight and qualify him to serve on the Board
.
|
Feng Yang
|
45
|
Chief Financial Officer, Secretary, Treasurer
|
Feng Yang served as Chief Financial Officer, Secretary and Treasurer of the Company since November 2009. He has served as Chief Financial Officer of Guanwei since 2009; from 2007 to 2009, he served as Chief Financial Officer of Xi’An Li Ao Technology Inc. From 2003 to 2006, he worked as the financial controller for China Diary Group Limited (CHDA, Singapore Securities Exchange listing) and served as the Chief Financial Officer for Xi'An Silver Bridge Bio-tech Corp. (a Singapore listed corporation) from 2001 to 2003. Mr. Yang is a certified public accountant in China and has over 19 years of accounting experience. He earned a Bachelor’s degree in Accounting from China Northwest University
.
|
·
|
appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;
|
·
|
approving all auditing and non-auditing services permitted to be performed by the independent auditors;
|
·
|
reviewing annually the independence and quality control procedures of the independent auditors;
|
·
|
reviewing, approving, and overseeing risks arising from proposed related party transactions;
|
·
|
discussing the annual audited financial statements with the management;
|
·
|
meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; and
|
·
|
monitoring the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating the effect the compensation structure may have on risk decisions.
|
Name and
Principal
Position
|
Year
|
Salary ($)
|
Total ($)
|
|||||||||
Min Chen,
|
2013
|
116,307
|
116,307
|
|||||||||
CEO and Chairman (1)
|
2012
|
114,224
|
114,224
|
|||||||||
Feng Yang,
|
2013
|
77,538
|
77,538
|
|||||||||
CFO (2)
|
2012
|
76,149
|
76,149
|
|||||||||
Jianli You,
|
2013
|
77,538
|
77,538
|
|||||||||
Workshop Manager (3)
|
2012
|
76,149
|
76,149
|
|||||||||
Juguang Gao,
|
2013
|
77,538
|
77,538
|
|||||||||
Operation Manager (4)
|
2012
|
76,149
|
76,149
|
**
|
The columns for “Bonus,” “Stock Awards,” “Option Awards,” “Non-Equity Incentive Plan Compensation,” “Non-qualified Deferred Compensation Earnings,” and “All Other Compensation” have been omitted because there were no such awards.
|
(1)
|
Min Chen’s base salary for the fiscal years ended December 31, 2013 and 2012 was RMB720,000, or $116,307 and $114,224, respectively.
|
(2)
|
Feng Yang’s base salary for the fiscal years ended December 31, 2013 and 2012 was RMB480,000, or $77,538 and $76,149, respectively.
|
(3)
|
Jianli You’s base salary for the fiscal years ended December 31, 2013 and 2012 was RMB480,000, or $77,538 and $76,149, respectively.
|
(4)
|
Juguang Gao’s base salary for the fiscal years ended December 31, 2013 and 2012 was RMB480,000, or $77,538 and $76,149, respectively.
|
Name and Address of Beneficial Owner
|
Amount of
Direct
Ownership
|
Amount of
Indirect
Ownership
|
Total Beneficial
Ownership
|
Percentage
of Class (1)
|
||||||||||||
Fresh Generation Overseas Limited
(2)
Rong Qiao Economic Zone
Fuqing City
Fujian Province, 350301
People’s Republic of China
|
6,000,000
|
–
|
6,000,000
|
57.65
|
%
|
Name and Address of Beneficial Owner (3)
|
Amount of
Direct
Ownership
|
Amount of
Indirect
Ownership
|
Total
Beneficial
Ownership
|
Percentage
of Class (1)
|
||||||||||||
Min Chen, Chairman and CEO
|
–
|
1,632,000
|
(2)
|
1,632,000
|
15.68
|
%
|
||||||||||
Qijie Chen, Director
|
–
|
1,092,000
|
(2)
|
1,092,000
|
10.49
|
%
|
||||||||||
Jianli You, Workshop Manager
|
–
|
2,184,000
|
(2)
|
2,184,000
|
20.99
|
%
|
||||||||||
Juguang Gao, Director
|
–
|
1,092,000
|
(2)
|
1,092,000
|
10.49
|
%
|
||||||||||
Changzhu Wang, Director
|
–
|
–
|
–
|
–
|
||||||||||||
Rui Wang, Director
|
–
|
–
|
–
|
–
|
||||||||||||
Howard Barth, Director
|
–
|
–
|
–
|
–
|
||||||||||||
Jingshou Qin, Director
|
–
|
–
|
–
|
–
|
||||||||||||
Feng Yang, Chief Financial Officer
|
–
|
–
|
–
|
–
|
||||||||||||
ALL DIRECTORS AND OFFICERS AS A GROUP:
|
6,000,000
|
6,000,000
|
57.65
|
%
|
(1)
|
Applicable percentage of ownership is based on 10,407,839
shares of Common Stock outstanding as of the date of this Annual Report, together with securities exercisable or convertible into shares of Common Stock within sixty (60) days of the date of this Report for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and insider trading regulations. The percentage computation is for form purposes only.
|
(2)
|
Min Chen, Qijie Chen, Jianli You and Gao Juguang previously owned all of the issued and outstanding shares of Fresh Generation Overseas Limited, the Registrant’s principal shareholder, in the following proportions: Min Chen (27.2%), Jianli You (36.4%), Qijie Chen (18.2%), Juguang Gao (18.2%). In November 2008, Qijie Chen, Jianli You and Juguang Gao transferred their interests in Fresh Generation Overseas Limited to Chen Min, as trustee, to hold such interests in trust for their benefit. Qijie Chen, Jianli You and Juguang Gao retain the power to direct Min Chen regarding how to vote or dispose of the shares held in trust.
|
Also in November 2008, Min Chen entered into a trust agreement with Bank Yu Po Fung, as trustee, to hold the shares of Fresh Generation Overseas Limited in trust for Min Chen. Min Chen retains investment and voting control over such shares, and accordingly he is the indirect beneficial owner of the shares of our Common Stock held by Fresh Generation Overseas Limited. However, by virtue of the first trust arrangement, Qijie Chen, Jianli You and Juguang Gao are also deemed to beneficially own the shares of the Registrant’s Common Stock held by Fresh Generation Overseas Limited in proportion to their respective interests in the trust assets.
|
(3)
|
Each beneficial owner has the same address as the Registrant.
|
(a)
|
Financial Statements
|
(b)
|
Exhibits
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
2.1
|
Share Exchange Agreement, by and between the Registrant, Chenxin and Fresh Generation, dated November 5, 2009 (1)
|
|
2.2
|
Plan of Merger, adopted by the Registrant’s Board on December 4, 2009 (3)
|
|
3.1
|
Articles of Incorporation of the Registrant, dated December 13, 2006. (2)
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
3.2
|
Bylaws of the Registrant (2)
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation of the Registrant, dated January 28, 2008 (2)
|
|
3.4
|
Articles of Merger, filed with the Secretary of State of the State of Nevada on December 16, 2009 (3)
|
|
3.5
|
Certificate of Incorporation of Chenxin (1)
|
|
3.6
|
Memorandum and Articles of Association of Chenxin (1)
|
|
3.7
|
Articles of Association of Guanwei (1)
|
|
3.8
|
Enterprise Business License of Guanwei, dated December 27, 2007 (1)
|
|
3.9
|
Enterprise Business License of Guanwei, dated December 23, 2008 (1)
|
|
9.1
|
Declaration of Trust, between Yu Banks Po Fung and Chen Min, dated November 28, 2009 (5)
|
|
10.1
|
Share Exchange Agreement and Stock Purchase between the Registrant and MD Mortgage Corp., dated January 15, 2007 (2)
|
|
10.2
|
Asset Transfer Agreement, between Fuqing State-Owned Assets Management & Investment Corp. and Guanwei, dated January 11, 2006 (1)
|
|
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 (1)
|
|
10.4
|
Audit Report and Certificate, issued by Umweltagentur Erftstadt to Guanwei (5)
|
|
10.5
|
Form of Employment Contract (1)
|
|
10.6
|
Stock Purchase Agreement, between the Registrant and Marshall Davis, dated November 5, 2009 (1)
|
10.7
|
Indemnity Agreement by and between Chenxin, Fresh Generation, and Marshall Davis, dated November 5, 2009 (1)
|
|
10.8
|
Maximum Amount Loan with Pledge Contract, dated January 17, 2008 between Guanwei and Fuqing Rural Credit Cooperative Union (1)
|
|
10.9
|
Guanwei Recycling Corp. 2010 Omnibus Long-Term Incentive Plan (4)
|
|
10.10
|
Agreement with Fuqing Huanli Plastics Co., Ltd., dated November 1, 2008 (5)
|
|
10.11
|
Oral Agreement with Chenxin International Limited, dated 2009 (6)
|
|
10.12
|
Indebtedness Conversion Agreement, dated April 20, 2012, by and between Guanwei Recycling Corp., a Nevada corporation and Chenxin International Limited, a Hong Kong company (7)
|
|
14.1
|
Code of Business Conduct and Ethics (3)
|
|
21.1
|
List of Subsidiaries of the Registrant (1)
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification (CEO) *
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification (CFO) *
|
|
32.1
|
Section 1350 Certification (CEO) *
|
|
32.2
|
Section 1350 Certification (CFO) *
|
(1)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 6, 2009.
|
|
|
(2)
|
Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (File No. 333-149013), filed on February 1, 2008.
|
|
|
(3)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2009.
|
|
|
(4)
|
Incorporated by reference to the Definitive Schedule 14A, filed on October 15, 2010.
|
|
|
(5)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 31, 2011.
|
|
|
(6)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K/A, filed on December 27, 2011.
|
(7)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on April 25, 2012.
|
*
|
Filed herewith.
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
11,887,032
|
$
|
12,083,358
|
||||
Accounts receivable
|
14,837,198
|
9,305,104
|
||||||
Inventories
|
14,717,808
|
18,696,648
|
||||||
Advances to suppliers
|
7,426,023
|
1,827,480
|
||||||
Prepaid expenses and other current assets
|
136,396
|
131,564
|
||||||
Total current assets
|
49,004,457
|
42,044,154
|
||||||
Property, plant and equipment, net
|
11,074,021
|
10,223,874
|
||||||
Construction in progress
|
534,556
|
-
|
||||||
Land use right, net
|
668,597
|
663,800
|
||||||
Other assets
|
203,751
|
202,346
|
||||||
Total Assets
|
$
|
61,485,382
|
$
|
53,134,174
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
612,303
|
$
|
4,082,982
|
||||
Accrued expenses and other payables
|
720,888
|
796,705
|
||||||
Value added taxes payable
|
827,517
|
110,484
|
||||||
Amount due to shareholder
|
934,892
|
517,863
|
||||||
Income tax payable
|
449,667
|
1,031,092
|
||||||
Total current liabilities
|
3,545,267
|
6,539,126
|
||||||
Commitments and contingencies
|
||||||||
Shareholders’ Equity
|
||||||||
Common stock, $0.001 par value, 500,000,000 shares authorized, 10,407,839 shares issued and outstanding, as of December 31, 2013
and December 31, 2012
|
10,408
|
10,408
|
||||||
Additional paid-in capital
|
2,811,370
|
2,767,787
|
||||||
PRC statutory reserves
|
805,483
|
805,483
|
||||||
Accumulated other comprehensive income
|
4,148,986
|
2,546,999
|
||||||
Retained earnings
|
50,163,868
|
40,464,371
|
||||||
Total shareholders’ equity
|
57,940,115
|
46,595,048
|
||||||
Total liabilities and shareholders’ equity
|
$
|
61,485,382
|
$
|
53,134,174
|
Year Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Net revenue
|
$
|
72,263,043
|
$
|
79,043,356
|
||||
Cost of revenue
|
56,493,385
|
60,440,237
|
||||||
Gross profit
|
15,769,658
|
18,603,119
|
||||||
Operating expenses:
|
||||||||
Selling and marketing
|
494,394
|
417,597
|
||||||
General and administrative
|
2,232,352
|
2,297,782
|
||||||
Total operating expenses
|
2,726,746
|
2,715,379
|
||||||
Income from operations
|
13,042,912
|
15,887,740
|
||||||
Other income (expenses)
|
||||||||
Interest income
|
56,387
|
55,781
|
||||||
Interest expense
|
(43,583
|
)
|
-
|
|||||
Net foreign exchange gain
|
49,797
|
62,806
|
||||||
Gain (loss) on disposal of property and equipment
|
3,602
|
(33,452
|
)
|
|||||
Government subsidy
|
32,308
|
-
|
||||||
Miscellaneous
|
(31,494
|
)
|
6,372
|
|||||
Total other income
|
67,017
|
91,507
|
||||||
Income before income taxes
|
13,109,929
|
15,979,247
|
||||||
Income taxes
|
3,410,432
|
4,143,952
|
||||||
Net income
|
9,699,497
|
11,835,295
|
||||||
Other comprehensive income – foreign currency translation adjustments
|
1,601,987
|
284,318
|
||||||
Comprehensive income
|
$
|
11,301,484
|
$
|
12,119,613
|
||||
Earnings per share
– basic and diluted
|
$
|
0.93
|
$
|
1.15
|
||||
Weighted average number of common shares outstanding
|
||||||||
– basic and diluted
|
10,407,839
|
10,293,872
|
Common Stock
|
Additional
Paid-in
|
PRC Statutory
|
Accumulated
Other Comprehensive
|
Retained
|
Total
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Reserves
|
Income
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balance as of December 31, 2011
|
10,000,015
|
$
|
10,000
|
$
|
1,300,028
|
$
|
805,483
|
$
|
2,262,681
|
$
|
28,629,076
|
$
|
33,007,268
|
|||||||||||||||
Issuance of common stock for debt settlement
|
407,824
|
408
|
1,467,759
|
-
|
-
|
-
|
1,468,167
|
|||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
11,835,295
|
11,835,295
|
|||||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
284,318
|
-
|
284,318
|
|||||||||||||||||||||
Balance as of December 31, 2012
|
10,407,839
|
10,408
|
2,767,787
|
805,483
|
2,546,999
|
40,464,371
|
46,595,048
|
|||||||||||||||||||||
Imputed interest on amount due to shareholder
|
-
|
-
|
43,583
|
-
|
-
|
-
|
43,583
|
|||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
9,699,497
|
9,699,497
|
|||||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
1,601,987
|
-
|
1,601,987
|
|||||||||||||||||||||
Balance as of December 31, 2013
|
10,407,839
|
$
|
10,408
|
$
|
2,811,370
|
$
|
805,483
|
$
|
4,148,986
|
$
|
50,163,868
|
$
|
57,940,115
|
Year Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities
|
||||||||
Net income
|
$
|
9,699,497
|
$
|
11,835,295
|
||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
||||||||
Depreciation of property, plant and equipment
|
1,089,846
|
884,224
|
||||||
Amortization of land use rights
|
15,713
|
15,432
|
||||||
(Gain) loss on disposal of property and equipment
|
(3,602
|
)
|
33,452
|
|||||
Bad debt
|
-
|
69
|
||||||
Imputed interest on amount due to shareholder
|
43,583
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(5,173,867
|
)
|
(4,791,673
|
)
|
||||
Inventories
|
4,503,312
|
(1,700,239
|
)
|
|||||
Advances to suppliers
|
(5,469,806
|
)
|
(1,826,813
|
)
|
||||
Value added taxes refundable
|
-
|
1,223,236
|
||||||
Prepaid expenses and other current assets
|
(2,913
|
)
|
790,864
|
|||||
Other assets
|
4,846
|
4,759
|
||||||
Accounts payable
|
(3,551,548
|
)
|
(4,728,146
|
)
|
||||
Accrued expenses and other payables
|
(106,791
|
)
|
(2,264
|
)
|
||||
Value added taxes payable
|
704,352
|
110,443
|
||||||
Income tax payable
|
(605,664
|
)
|
(122,679
|
)
|
||||
Net cash provided by operating activities
|
1,146,958
|
1,725,960
|
||||||
Cash flows from investing activities
|
||||||||
Purchase of property, plant and equipment
|
(2,134,849
|
)
|
(2,694,126
|
)
|
||||
Proceeds from disposal of property and equipment
|
4,846
|
-
|
||||||
Net cash used in investing activities
|
(2,130,003
|
)
|
(2,694,126
|
)
|
||||
Cash flows from financing activities
|
||||||||
Advance from shareholder
|
417,029
|
517,863
|
||||||
Net cash flows provided by financing activities
|
417,029
|
517,863
|
||||||
Effect of exchange rate change on cash
|
369,690
|
100,858
|
||||||
Net decrease in cash and cash equivalents
|
(196,326
|
)
|
(349,445
|
)
|
||||
Cash and cash equivalents at the beginning of year
|
12,083,358
|
12,432,803
|
||||||
Cash and cash equivalents at the end of year
|
$
|
11,887,032
|
$
|
12,083,358
|
Supplemental disclosure of cash flow information
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
4,016,096
|
$
|
4,266,631
|
||||
Non-cash investing and financing activities
|
||||||||
Accrued expense related to purchases of property, plant and equipment
|
$
|
8,077
|
79,322
|
|||||
Issuance of common stock to repay debt to shareholder
|
$
|
-
|
$
|
1,468,167
|
1
|
Organization, Nature of Business and Basis of Presentation
|
2
|
Summary of Significant Accounting Policies
|
(a)
|
Basis of Accounting and Principles of Consolidation
|
(b)
|
Reverse Stock Split
|
(c)
|
Use of Estimates
|
(d)
|
Foreign Currency Translation
|
(e)
|
Comprehensive Income
|
(f)
|
Revenue Recognition
|
(g)
|
Income taxes
|
(h)
|
Cash and Cash Equivalents
|
(i)
|
Accounts Receivable
|
(j)
|
Fair Value Disclosures of Financial Instruments
|
(k)
|
Inventories
|
(l)
|
Property, Plant and Equipment and Land Use Right
|
Land use rights
|
50 years
|
Building
|
20 years
|
Leasehold improvements
|
Over terms of the leases or the useful lives, whichever is shorter
|
Plant and machinery
|
5 to 10 years
|
Furniture, fixtures and office equipment
|
5 years
|
Automobiles
|
5 years
|
(m)
|
Impairment
|
(n)
|
Basic and Diluted Earnings Per Share
|
(o)
|
Related Parties
|
(p)
|
Cost of Revenue
|
(q)
|
Sales and Marketing Expense
|
(r)
|
General and Administrative Expense
|
(s)
|
New Accounting Standards
|
3
|
Inventories
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Raw materials
|
$ | 13,740,493 | $ | 17,007,419 | ||||
Work-in-process
|
368,526 | 204,250 | ||||||
Finished goods
|
608,789 | 1,484,979 | ||||||
$ | 14,717,808 | $ | 18,696,648 |
4
|
Property, Plant and Equipment
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Building
|
$ | 8,012,987 | $ | 7,425,269 | ||||
Leasehold improvement
|
1,756,474 | 997,523 | ||||||
Machinery and equipment
|
5,424,253 | 4,887,230 | ||||||
Furniture, fixtures and office equipment
|
124,451 | 110,626 | ||||||
Automobiles
|
189,297 | 42,774 | ||||||
15,507,462 | 13,463,422 | |||||||
Less: Accumulated depreciation and amortization
|
(4,433,441 | ) | (3,239,548 | ) | ||||
$ | 11,074,021 | $ | 10,223,874 |
5
|
Construction in progress
|
6
|
Land Use Right, net
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Land use rights
|
$ | 816,260 | $ | 791,557 | ||||
Less: Accumulated depreciation and amortization
|
(147,663 | ) | (127,757 | ) | ||||
$ | 668,597 | $ |
663,800
|
2014
|
$ | 15,919 | ||
2015
|
15,919 | |||
2016
|
15,919 | |||
2017
|
15,919 | |||
2018
|
15,919 | |||
Thereafter
|
589,002 | |||
$ | 668,597 |
7
|
Accrued Expenses
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Accrued payroll
|
$ | 346,048 | $ | 338,060 | ||||
Other accrued expenses
|
374,840 | 458,645 | ||||||
$ | 720,888 | $ | 796,705 |
8
|
Income Taxes
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
USA
|
$ | (423,438 | ) | $ | (523,874 | ) | ||
China
|
13,533,367 | 16,503,121 | ||||||
$ | 13,109,929 | $ | 15,979,247 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Income before income taxes
|
$ | 13,109,929 | $ | 15,979,247 | ||||
Computed tax at PRC statutory corporate tax rate of 25%
|
3,277,482 | 3,994,812 | ||||||
Non-deductible items
|
105,860 | 130,969 | ||||||
Other
|
27,090 | 18,171 | ||||||
$ | 3,410,432 | $ | 4,143,952 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Current:
|
||||||||
USA
|
$ | - | $ | - | ||||
China
|
3,410,432 | 4,143,952 | ||||||
3,410,432 | 4,143,952 | |||||||
Deferred:
|
||||||||
Net operating loss carryforward in the U.S.
|
129,151 | 178,160 | ||||||
Valuation allowance
|
(129,151 | ) | (178,160 | ) | ||||
Provision for income taxes
|
$ | 3,410,432 | $ | 4,143,952 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Deferred tax asset:
|
||||||||
Net operating loss carryforward in the U.S.
|
$ | 858,840 | $ | 729,640 | ||||
Total deferred tax asset
|
858,840 | 729,640 | ||||||
Deferred tax liabilities
|
- | - | ||||||
Net deferred tax asset
|
858,840 | 729,640 | ||||||
Valuation allowance
|
(858,840 | ) | (729,640 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
9
|
PRC Reserves
|
10
|
Distribution of Profits
|
11
|
Pension Plan
|
12
|
Risk, Uncertainties and Concentration
|
(i)
|
Nature of Operations
|
(ii)
|
Concentration of Credit Risk
|
(iii)
|
Concentration of Suppliers, Customers and Restriction of Import Quota
|
As a Percentage of Our
Purchases of Raw Materials
|
||||||||
Fiscal Year Ended
December 31,
|
||||||||
2013
|
2012
|
|||||||
Recycling Dienstleistung Beratung GmbH
|
13.9
|
%
|
33.4
|
%
|
||||
Sunshine Handels & Consulting GmbH
|
26.9
|
%
|
21.0
|
%
|
||||
TM Recycling GmbH
|
14.5
|
%
|
12.1
|
%
|
||||
Sanjia Netherlands B.V.
|
15.0
|
%
|
15.0
|
%
|
||||
Keryi Holdings Co. Ltd.
|
13.4
|
%
|
14.2
|
%
|
(iv)
|
Foreign Exchange Risk
|
(v)
|
Dependence of Import Quota from a Related Company
|
13
|
Related Party Transactions
|
GUANWEI RECYCLING CORP.
|
|||
Date: March 31, 2014
|
By:
|
/s/ Min Chen
|
|
Min Chen
|
|||
Chief Executive Officer, Chairman of the Board, President
|
|||
(Principal Executive Officer)
|
|||
Date: March 31, 2014
|
By:
|
/s/ Feng Yang
|
|
Feng Yang
|
|||
Chief Financial Officer, Secretary, Treasurer
|
|||
(Principal Financial and Accounting Officer)
|
|||
Date: March 31, 2014
|
By:
|
/s/ Qijie Chen
|
|
Qijie Chen
|
|||
Director
|
|||
Date: March 31, 2014
|
By:
|
/s/ Juguang Gao
|
|
Juguang Gao
|
|||
Director
|
|||
Date: March 31, 2014
|
By:
|
/s/ Changzhu Wang
|
|
Changzhu Wang
|
|||
Director
|
|||
Date: March 31, 2014
|
By:
|
/s/ Rui Wang
|
|
Rui Wang
|
|||
Director
|
|||
Date: March 31, 2014
|
By:
|
/s/ Howard Barth
|
|
Howard Barth
|
|||
Director
|
|||
Date: March 31, 2014
|
By:
|
/s/ Jingshou Qin
|
|
Jingshou Qin
|
|||
Director
|
1 Year Guanwei Recycling (CE) Chart |
1 Month Guanwei Recycling (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions