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GPRC > SEC Filings for GPRC > Form 8-K on 5-Dec-2012All Recent SEC Filings

Show all filings for GUANWEI RECYCLING CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GUANWEI RECYCLING CORP.


5-Dec-2012

Material Modification to Rights of Security Holders, Submission of Matter


Item 3.03 Material Modification to Rights of Security Holders

On December 5, 2012 (the "Effective Date"), Guanwei Recycling Corp., a Nevada corporation (the "Company"), has effected a reverse split of its common stock, par value $0.001 per share ("Common Stock") at a split ratio of 1-for-2. As a result of this corporate action, the total number of issued and outstanding shares of Common Stock decreased from 20,815,654 to 10,407,82 shares. This is a non-mandatory exchange, and physical stock certificates for the appropriate number of shares of Common Stock shall be issued upon the surrender of physical stock certificates currently held by stockholders to the Company's transfer agent, Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430 Denver, Colorado 80209, telephone (303) 282-4800, facsimile (303) 282-5800. A transfer fee of $35 plus a certified mail fee of $6 shall be payable by stockholders to the transfer agent.

As a result of this corporate action, there has been no adjustment to the par value or the number of authorized shares of the Common Stock. The Company's Board of Directors on September 30, 2012 and the Company's stockholders at the Annual Meeting of the stockholders on November 29, 2012 approved this corporate action. Further details of the reverse split are set forth in the Company's Schedule 14A as filed with the Securities and Exchange Commission on October 15, 2012, as amended on November 6, 2012.



Item 5.07 Submission of Matters to a Vote of Security Holders

On November 29, 2012, the Company held its annual meeting of its stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved, by the requisite number of votes, (a) the election of a slate of nominees consisting of current directors Chen Min, Chen Qijie, Gao Juguang, Howard Barth, Wang Rui, Wang Changzhu and Qin Jingshou to serve as directors of the Company ("Proposal No. 1"), (b) the ratification of the appointment of Friedman LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2012 ("Proposal No. 2") and (c) To approve a reverse split of the Company's Common Stock at a ratio of between 1-for-2 and 1-for-4, to be determined by the Company's Board of Directors ("Proposal No. 3"). The stockholders voted to approve all three (3) proposals.

The following table shows the vote tabulation on Proposal No. 1:

Proposal No. 1

Chen Min
     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,254,057         0           143,815        4,134,655



Chen Qijie

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,253,250         0           144,622        4,134,655



Gao Juguang

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,254,047         0           143,815        4,134,655


Howard Barth

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,290,764         0           107,108        4,134,655



Wang Rui

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,249,057         0           148,815        4,134,655



Wang Changzhu

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,290,957         0           106,915        4,134,655



Qin Jingshou

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  13,286,764         0           111,108        4,134,655

As a result of the approval of Proposal 1, the foregoing slate of Board nominees was elected.

The result of the voting on Proposal No. 2 was as follows:

Proposal No. 2

     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  17,269,881      253,670         26,976            --

As a result of the approval of Proposal 2, the appointment of Friedman LLP as the Company's independent registered public accountants was ratified.

The result of the voting on Proposal No. 3 was as follows:

Proposal No. 3
     For          Against        Abstain     Broker Non-Votes
(Common Stock) (Common Stock) (Common Stock)  (Common Stock)
  16,512,974      990,208         29,345            --

As a result of the approval of Proposal 3, the Company effected a reverse split of the Company's Common Stock on December 5, 2012 at a ratio of 1-for-2 as is more fully described in Item 3.03 herein above.


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