UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2011





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

(I.R.S. Employerof incorporation or organization)

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 8539 2532

(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 þNo 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 þNo 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
oNon-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 May 13, 2011, the registrant had 20,000,006 shares of its common stock issued and outstanding.











TABLE OF CONTENTS





PAGEPART I – FINANCIAL INFORMATION


3Item 1.
Financial Statements.


3Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (Unaudited)


3Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2011 and 2010 (Unaudited)


4Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)


5Notes to the Condensed Consolidated Financial Statements (Unaudited)


6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.


11Item 3.
Quantitative and Qualitative Disclosures About Market Risk.


18Item 4.
Controls and Procedures.


18PART II – OTHER INFORMATIONItem 1.
Legal Proceedings.


19Item 1A.
Risk Factors.


19Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.


19Item 3.
Defaults Upon Senior Securities.


19Item 4.
(Removed and Reserved).


19Item 5.
Other Information.


19Item 6.
Exhibits.


20SIGNATURES


22





2





PART I – FINANCIAL INFORMATION





Item 1. Financial Statements.





GUANWEI RECYCLING CORP.


CONDENSED CONSOLIDATED BALANCE SHEETS


(Expressed in U.S. dollars)





March 31,


December 31,2011


2010ASSETS

(Unaudited)Current assetsCash and cash equivalents

$
13,953,136


$
14,940,236Restricted cash


1,601,915



2,280,398Accounts receivable


951



9,106Inventories


10,001,650



10,721,765Prepayments to suppliers


2,135,318



-Prepaid expenses and other current assets


561,631



473,905Amount due from director


1,290



1,290Total current assets


28,255,891



28,426,700Property, plant and equipment, net


4,817,019



4,894,141Land use right, net


663,915



660,941Other assets


202,474



201,579Total Assets

$
33,939,299


$
34,183,361LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilitiesShort term borrowings

$
1,588,171


$
3,716,377Accounts payable


7,663,689



8,812,940Accrued expenses and other payables


566,472



721,569Amount due to shareholder


1,085,130



905,615Income tax payable


956,561



880,048Total current liabilities


11,860,023



15,036,549EquityShareholders’ equity:Common stock, $0.001 par value, 500,000,000 shares authorized,20,000,006 shares issued and outstanding


20,000



20,000Additional paid-in capital


1,290,028



1,290,028PRC statutory reserves


805,483



805,483Retained earnings


18,550,910



15,835,628Accumulated other comprehensive income


1,412,855



1,195,673Total shareholders’ equity


22,079,276



19,146,812Total liabilities and shareholders’ equity

$
33,939,299


$
34,183,361




The accompanying notes are an integral part of these unaudited condensed consolidated financial statements




3





GUANWEI RECYCLING CORP.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


(Expressed in U.S. dollars)





Three Months Ended
March 31,2011


2010Net revenue

$
14,142,612


$
9,494,226Cost of revenue


9,907,512



6,173,352Gross profit


4,235,100



3,320,874Operating expensesSelling and marketing expenses


88,791



48,499General and administrative expenses


543,770



322,956632,561



371,455Income from operations


3,602,539



2,949,419Interest income


22,970



8,252Interest expenses


(17,435
)


(20,160
)Exchange gain, net


71,296



-Income before income taxes


3,679,370



2,937,511Income taxes


964,088



732,907Net income

$
2,715,282


$
2,204,604Comprehensive Income:Net income

$
2,715,282


$
2,204,604Other comprehensive income- Foreign currency translation adjustments


217,182



2,833Comprehensive income

$
2,932,464


$
2,207,437Earnings per share attributable to shareholders of Guanwei Recycling Corp.-  basic and diluted

$
0.14


$
0.11Weighted average number of share of common stock used in computingbasic and diluted earnings per share


20,000,006



20,000,006





The accompanying notes are an integral part of these unaudited condensed consolidated financial statements




4





GUANWEI RECYCLING CORP.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Expressed in U.S. dollars)





Three Months Ended
March 31,2011


2010Cash flows from operating activitiesNet income

$
2,715,282


$
2,204,604Adjustments to reconcile net income to net cash provided byoperating activitiesDepreciation of property, plant and equipment


129,852



98,899Amortization of land use right


3,690



3,562Changes in operating assets and liabilitiesAccounts receivable


8,206



(396,508
)Prepayments to suppliers


(2,124,560
)Prepaid expenses and other assets


(82,099
)


(215,057
)Inventories


824,368



2,541,306Accounts payable


(1,232,140
)


(2,015,076
)Accrued expenses and other payables


(161,085
)


450,071Income tax payable


67,273



260,238Net cash provided by operating activities


148,787



2,932,039Cash flows from investing activitiesRestricted cash


698,014



-Purchase of property, plant and equipment


(3,877
)


(2,984
)Net cash provided by (used for) investing activities


694,137



(2,984
)Cash flows from financing activitiesAdvance from shareholder


179,515



48,200New bank borrowings


1,589,467



1,420,767Repayment of bank borrowings


(3,744,359
)


(1,402,767
)Net cash (used in) provided by financing activities


(1,975,377
)


48,200Effect of exchange rate change on cash and cash equivalents


145,353



2,447Net (decrease) increase in cash and cash equivalents


(987,100
)


2,979,702Cash and cash equivalents at the beginning of period


14,940,236



7,302,209Cash and cash equivalents at the end of period

$
13,953,136


$
10,281,911Supplemental disclosure of cash flow informationInterest received

$
(22,970
)

$
(8,252
)Interest paid


17,435



20,160Income taxes paid


896,814



472,669





The accompanying notes are an integral part of these unaudited condensed consolidated financial statements




5





Notes to Financial Statements.





1         Summary of Significant Accounting Policies





Guanwei Recycling Corp. (the “Registrant”) operates through its wholly-owned subsidiary, Hongkong Chenxin International Development Limited (“Chenxin”), a company incorporated in Hong Kong, and Chenxin’s wholly-owned subsidiary, Fuqing Guanwei Plastic Industry Co., Limited, a company incorporated in Fuzhou City, Fujian Province, PRC on April 9, 2005 as a wholly domestic-owned enterprise with an operating period up to April 8, 2055 (“Guanwei”, and together with the Registrant and Chenxin, hereafter referred to as the “Company”). The Company is organized as a single business segment and is principally engaged in the manufacturing and distribution of low density polyethylene (“LDPE”) and the sales of scrap materials, including plastic.





The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“US GAAP”) for annual financial statements are not included herein. In management’s opinion, these unaudited condensed consolidated financial statements include all adjustments necessary for a fair presentation of the information when read in conjunction with our 2010 audited consolidated financial statements and the related notes thereto. The financial information as of December 31, 2010 is derived from our 2010 Annual Report on Form 10-K. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2010 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.





(a)         Basis of Consolidation





The condensed consolidated financial statements of the Company include the financial statements of the Registrant and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated on consolidation.





(b)         Use of Estimates





The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates.





(c)         Foreign Currency Translations and Transactions





The Company’s operations in the PRC use the local currency, RMB, as their functional currency, whereas amounts reported in the accompanying condensed consolidated financial statements and disclosures are stated in US dollars, the reporting currency of the Company, unless stated otherwise.





As such, the Company uses the “current rate method” to translate its PRC operations from RMB into US dollars (“USD” or “$”), as required under the Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters” (formerly SFAS No. 52, “Foreign Currency Translation” ). The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiary, Guanwei, from RMB into USD are recorded in shareholders’ equity as part of accumulated comprehensive income. The statement of income and comprehensive income is translated at average rates during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net income for the reporting periods. The statement of cash flows is translated at average rates during the reporting period, with the exception of issuance of shares and payment of dividends which are translated at historical rates.





6





(d)         Revenue Recognition





Revenue from sales of manufactured LDPE is recognized when persuasive evidence of an arrangement exists, delivery of the goods has occurred, and customer acceptance has been obtained, which means the significant risks and ownership have been transferred to the customer, the price is fixed or determinable and collectability is reasonably assured.





Sales of scrap materials are recognized on the same basis as sales of LDPE.





Interest income is recognized on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.





(e)           Income taxes





The Company accounts for income and deferred tax under the provision of the Accounting Standards Codification 740 (“ASC 740”) “Income Taxes” (Formerly SFAS No. 109: “Accounting for Income Taxes”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. ASC 740 also requires the recognition of the future tax benefits of net operating loss carry forwards. A valuation allowance is established when the deferred tax assets are not expected to be realized within a reasonable period of time.





Effective January 1, 2007, the Company adopted ASC 740-10-25 “Income Taxes” (formerly FIN No. 48 “Accounting for Uncertainty in Income Taxes”). In accordance with ASC 740-10-25, the Company recognizes tax benefits that satisfy a greater than 50% probability threshold and provides for the estimated impact of interest and penalties for such unrecognized tax benefits. The Company did not have any such uncertain tax positions in the three months ended March 31, 2011 and 2010, and as of the balance sheet dates.





Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income for the period that includes the enactment date.





(f)           Inventories





Inventories are stated at the lower of cost, on the first-in, first-out method, or market value. Costs include purchase and related costs incurred in bringing each product to its present location and condition. Market value is calculated based on the estimated normal selling price, less further costs expected to be incurred for disposal. Provision is made for obsolete, slow moving or defective items, where appropriate.





(g)         Related parties





Entities are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.





7





3         Revenue





Three Months Ended
March 31,2011


2010(Unaudited)


(Unaudited)Sales of recycled LDPE

$
13,927,369


$
9,319,708Sales of scrap materials


215,243



174,518$
14,142,612


$
9,494,226





4           Income Taxes





No provision for US or Hong Kong profits tax has been made as the Company has no assessable profit for tax purposes during the periods.





The Company provides for PRC Enterprise Income Tax (“PRC - EIT”) at a rate of 25% (2010: 25%), after offsetting losses brought forward, if any, on the basis of its income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for PRC-EIT.




Three Months Ended
March 31,2011


2010(Unaudited)


(Unaudited)The provision of income taxes consists of current tax expensePRC – EIT

$
964,088


$
732,907




The principal reconciling items from income tax computed at the statutory rate and at the effective income tax rate are stated as follows:




Three Months Ended
March 31,2011


2010(Unaudited)


(Unaudited)Income before income taxes

$
3,679,370


$
2,937,511Computed tax at PRC statutory rate of 25%


919,843



734,378Non-deductible items


44,712



38,438Others


(467
)


(39,909
)$
964,088


$
732,907





No provision for deferred taxation has been made in the consolidated financial statements as there were no significant temporary differences arising during each of the three months ended March 31, 2011 and 2010 or as of the balance sheet dates.





The Company has not provided deferred taxes on undistributed earnings attributable to its subsidiaries as they are to be permanently reinvested.  On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by wholly-owned foreign enterprises (“WOFE”) prior to January 1, 2008 to foreign investors will be exempt from withholding tax (“WHT”) while distribution of the profit earned by a WOFE after January 1, 2008 to its foreign investors shall be subject to WHT.





Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any WHT on the cumulative amount of undistributed retained earnings.





Should the Company’s subsidiaries distribute all their profits generated after December 31, 2007, the aggregate withholding tax amount will be approximately $1,965,800 and $1,679,000 as of March 31, 2011 and December 31, 2010, respectively.




8





5         Inventories




March 31,


December 31,2011


2010(Unaudited)Raw materials

$
9,090,843


$
8,772,550Work-in-progress


101,618



142,096Finished goods


809,189



1,807,119$
10,001,650


$
10,721,765





6           Short Term Borrowings





March 31,


December 31,2011


2010(Unaudited)Fuqing Rural Credit Cooperative Union

$
-


$
1,464,659China Merchants Bank


1,588,171



2,251,718$
1,588,171


$
3,716,377




The short term loan from Fuqing Rural Credit Cooperative Union as of December 31, 2010 bore interest at a fixed rate of 5.94% per annum and a maturity date of January 20, 2011, and was secured by the Company’s building and land use right. The loan was fully repaid on January 18, 2011.





As of March 31, 2011 and December 31, 2010, the short term loans from China Merchants Bank have three month terms and bear interest at rates ranging from 1.788% to 2.103%. These short term loans are secured by the Company’s restricted cash, which amounted to $1,601,915 and $2,280,398 as of March 31, 2011 and December 31, 2010, respectively.





7  PRC Reserves





Statutory Surplus Reserve Fund





Pursuant to applicable PRC laws and regulations, Guanwei is required to allocate at least 10% of its net income to the statutory surplus reserve fund until such funds reaches 50% of the subsidiary’s registered capital. The statutory surplus reserve fund can be utilized upon the approval by the relevant authorities, to offset accumulated losses or to increase registered capital, provided that such fund be maintained at a minimum of 25% of the registered capital. As Guanwei’s statutory surplus reserve fund had already reached 50% of its registered capital, there were no appropriations to the statutory surplus reserve fund during the three months ended March 31, 2011 and 2010.





Statutory Public Welfare Fund





Pursuant to PRC laws and regulations as applicable to PRC domestic-owned enterprises, Guanwei, the Company’s subsidiary in the PRC, is required to allocate a certain amount of its net income to the statutory public welfare fund determined by its board of directors. Guanwei ceased to allocate such funds since it became a foreign-owned enterprise in December 2008. The staff welfare fund can only be used to provide staff welfare facilities and other collective benefits to the employees. This fund is non-distributable other than upon liquidation of Guanwei. During the three months ended March 31, 2011 and 2010, the board of directors of Guanwei determined no appropriations to statutory public welfare fund.





9





8  Pension Plan





As stipulated by the rules and regulations in the PRC, Guanwei, the Company’s subsidiary in the PRC, contributes to the national retirement plans for its employees in the PRC. The subsidiary contributes approximately 20% of the base salaries of its employees, and has no further obligations for the actual payment of pension or post-retirement benefits beyond the annual contributions. The state-sponsored retirement plans are responsible for the entire pension obligations payable to retired employees.




During the three months ended March 31, 2011 and 2010, the aggregate contributions of the Company to the pension plan were approximately $33,000 and $24,000, respectively.





9  Risk, Uncertainties and Concentration





(i) Nature of Operations





All of the Company’s operations are conducted in the PRC and are subject to various political, economic, and other risks and uncertainties inherent in this country. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.





(ii) Concentration of Credit Risk





Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.





As of March 31, 2011 and December 31, 2010, the Company had cash deposits of $13.9 million and $14.9 million placed with several banks and a financial institution in the PRC, where there is currently no rule or regulation in place for obligatory insurance of accounts with banks and financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in accounts with banks and financial institutions.





(iii) Concentration of Suppliers, Customers





During the three months ended March 31, 2011 and 2010, there were four and three suppliers, respectively, who each accounted for 10% or more of our total purchases, and who in the aggregate account for 66% and 72% of our total purchases, respectively.





The Company did not have customer concentration. No one customer was responsible for more than 10% of the Company’s revenue in the three months ended March 31, 2011 and 2010.





(iv) Foreign Exchange Risk





The Company operates in the PRC and purchases raw materials from overseas suppliers, and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to purchases in USD and Euros. Foreign exchange risk arises from committed and unmatched future commercial transactions, such as confirmed import purchase orders, recognized assets and liabilities in the PRC operations.





The Company does not enter into any hedging transactions in an effort to reduce exposure to foreign exchange risk.





10  Related Party Transactions and Balance





Chenxin International Limited, a shareholder of the Registrant, paid accrued expenses of $179,515 and $48,200 on behalf of the Registrant during the three months ended March 31, 2011 and 2010, respectively. These amounts were related to legal and professional fees paid by Chenxin International Limited on behalf of the Registrant and were outstanding as amount due to shareholder on the consolidated balance sheets as of March 31, 2011 and December 31, 2010.





10





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Except as otherwise indicated by the context, references in this Quarterly Report to “we”, “us”, “our” or the “Company” are to the consolidated businesses of Guanwei Recycling Corp. and its wholly-owned direct and indirect subsidiaries, Hongkong Chenxin International Development Limited, a Hong Kong limited company (“Chenxin”) and Fuqing Guanwei Plastic Industry Co. Ltd., a China limited company (“Guanwei”), except that references to “our common stock” or “our capital stock” or similar terms refer to the common stock, par value $0.001 per share, of Guanwei Recycling Corp., a Nevada corporation (the “Registrant”).  “China” or “PRC” refers to the People’s Republic of China.  References to “RMB” refer to the Chinese Renminbi, the currency of the primary economic environment in which the Company operates.





Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and should be read together with, the Company’s consolidated financial statements and the accompanying notes contained in this Quarterly Report. Information in this Item 2 is intended to assist the reader in obtaining an understanding of the consolidated financial statements, the changes in certain key items in those financial statements from quarter to quarter, the primary factors that accounted for those changes, and any known trends or uncertainties that the Company is aware of that may have a material effect on the Company’s future performance, as well as how certain accounting principles affect the consolidated financial statements. This includes discussion of (i) Liquidity, (ii) Capital Resources, (iii) Results of Operations, and (iv) Off-Balance Sheet Arrangements, and any other information that would be necessary to an understanding of the company’s financial condition, changes in financial condition and results of operations.





Forward Looking Statements





The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this Quarterly Report and the Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2010. This report contains forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.





Business Overview





The Company operates its business through its indirect wholly-owned subsidiary, Guanwei, which is located in Fuqing City, Fujian Province, PRC. Guanwei imports and recycles low density polyethylene (“LDPE”) plastic scrap material into granular plastic for use in the manufacture of various consumer products, and is one of the largest manufacturers of recycled LDPE in China. Guanwei is one of the few plastic recyclers in China to import most of its raw materials (i.e. plastic waste) from foreign suppliers (primarily Germany) where the cost of processing plastic waste is significantly higher than in China. Guanwei’s products are sold to customers in a wide range of industries, including shoe manufacturing, architecture and engineering products, industrial equipment and supplies, and chemical and petrochemical manufacturing.





The Company is organized as a single business segment and is committed to sourcing and developing innovative ideas and markets for recycled materials, and concentrates on transforming plastic waste into useful plastic grains. Its mission is to be an environmentally conscious, profitable manufacturer of plastics products of the highest quality. Guanwei procures raw material in the form of unrecycled plastic waste from its suppliers and uses this material to manufacture recycled plastic grains, which are then sold to manufacturers of consumer products in various industries. Guanwei specializes in the production of various recycled plastics products, the most important of which is LDPE. In the last four years, Guanwei has developed four distinct grades of LPDE plastic grains, which are sold to clients to be manufactured into a broad range of end products. Guanwei currently sells to more than 300 customers in over 10 industries, ranging from shoe manufacturing, architecture and engineering, industrial equipment and supplies, and chemical and petrochemical manufacturing. Guanwei’s LDPE products in particular are widely used in the manufacturing of chemical and functional fibers, and is the main raw material for shoe soles, insulation material, fire-proofing and water-proofing material, and foam.





Guanwei operates its business in compliance with the highest environmental standards in order to meet the stringent requirements of both German and Chinese authorities. In fact, on June 18, 2009, Umweltagentur Erftstadt, a provider of certification services, issued its audit report on the compliance of Guanwei's operations with German regulations regarding pollution and environmental controls. Based upon its audit, Umweltagentur Erftstadt determined that Guanwei should be issued a certificate (a “Compliance Certificate”) as to such compliance. Holding a Compliance Certificate permits a plastics recycler to purchase plastic waste directly from German suppliers.




11





The Company’s corporate offices are located at Rong Qiao Economic Zone, Fuqing City, Fujian Province, People’s Republic of China, 350301.





Critical Accounting Policies, Estimates and Assumptions





Accounting Principles





Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements. These financial statements are prepared in accordance with generally accepted accounting principles in the United States (“US GAAP” for interim financial information), which requires us to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenditures, to disclose contingent assets and liabilities on the date of the financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include revenues recognition, valuation of inventories and provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Quarterly Report reflect the more significant judgments and estimates used in preparation of our financial statements. We believe there have been no material changes to our critical accounting policies and estimates.





The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our unaudited consolidated financial statements:





(a)
Revenue Recognition





Revenue from sales of manufactured LDPE is recognized when persuasive evidence of an arrangement exists, delivery of the goods has occurred, and customer acceptance has been obtained, which means the significant risks and ownership have been transferred to the customer, the price is fixed or determinable and collectability is reasonably assured.





Sales of scrap materials are recognized on the same basis as sales of LDPE.





Interest income is recognized on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.





(b)
Income taxes





In the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The Registrant and its subsidiaries, with the exception of Guanwei, generated no taxable income. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.





We account for income taxes using an asset and liability approach for financial accounting and reporting for income tax purposes. Under the asset and liability method, deferred income taxes are recognized for temporary differences, net operating loss carry-forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We conduct this analysis on a quarterly basis. As of March 31, 2011, the Company has undistributed profits of approximately $19,658,000 that are subject to withholding tax when distributed. Since the Company intends to reinvest these undistributed profits to further expand its businesses and does not intend to declare dividends, the Company has not recorded a withholding tax in relation to these undistributed profits. Should the Company’s distribute all these profits, the aggregate withholding tax will amount to approximately $1,965,800 based on the current tax rate of 10% of the undistributed earnings prepared under PRC GAAP after 2007.




12





The Company has no material uncertain tax positions as of March 31, 2011 or unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Company classifies interest and/or penalties related to income tax matters as an income tax expense. As of March 31, 2011, there were no interest or penalties related to uncertain tax positions. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next 12 months.





(c)
Inventories





Inventories are stated at the lower of cost, on the first-in, first-out method, or market value. Costs include purchase and related costs incurred in bringing each product to its present location and condition. Market value is calculated based on the estimated normal selling price, less further costs expected to be incurred for disposal. Provisions are made for obsolete, slow moving or defective items, where appropriate.





We estimate the net realizable value for finished goods and work-in-progress based primarily upon the latest invoice prices and current market conditions. If the market value of an inventory drops below its carrying value, we record a write-off to cost of sales for the difference between the carrying cost and the market value. During the three months ended March 31, 2011 and 2010, the Company recorded no inventory write down. We carry out an inventory review at each quarter-end.





Results of Operations for the Three Months Ended March 31, 2011 Compared To the Three Months Ended March 31, 2010





The following table sets forth a summary of certain key components of our results of operations for the periods indicated, in USD.





For The Three Months Ended
 March 31,2011


2010


Change in %Net revenue

$
14,142,612


$
9,494,226



48.96
%Cost of revenue

$
9,907,512


$
6,173,352



60.49
%Gross profit

$
4,235,100


$
3,320,874



27.53
%Operating expenses

$
632,561


$
371,455



70.29
%Interest (income) expenses and exchange (gain) loss, net

$
76,831


$
(11,908
)


745.20
%Net income

$
2,715,282


$
2,204,604



23.16
%





Net Revenue





The following table sets forth a summary of our net revenue by categories for the periods indicated, in USD.





For The Three Months Ended
March 31,2011


2010


Change in %Sales of recycled LDPE

$
13,927,369


$
9,319,708



49.44
%Sales of non- LDPE materials


215,243



174,518



23.34
%$
14,142,612


$
9,494,226



48.96
%





Our revenues are primarily derived from sales of recycled LDPE and non-LDPE waste material. We manufacture recycled LDPE from plastic waste. The raw materials (i.e. plastic waste) we use in our operations generally contain approximately 8-10% of non-LDPE plastic waste, such as polyethylene terephthalate, polypropylene, or acrylonitrile butadiene styrene. We sort and classify these non-LDPE materials and sell them unprocessed to other recycled plastic manufacturers who use these products.





During the second quarter of 2010, the Company completed the construction projects involving our washing and smashing plant. The washing and smashing plant is a key component in the Company's manufacturing process. After being sorted from the non-LDPE material, all LDPE material is smashed and cut into pieces by one of eight smashing machines before being washed and cleaned several times in order to eliminate impurities. After completion of the construction projects, the washing pools were drained and excavated to increase their depth, some components of the pools' vortex pumps were replaced, and the engine size of the pumps was enlarged to enhance their efficiency. The improved washing pools allow the Company to enhance the cleanliness of the recycled LDPE material, which results in a higher quality end-product with improved elasticity. This is particularly desirable for the many customers who mix recycled LDPE with virgin plastics.




13





In late 2010, the construction on the new raw material storage facilities, which is more than 4,000 square meters, was completed and put into use. Raw materials were relocated to the new storage facilities and the old raw material warehouse was converted for expansion of the Company's classification and sorting operations, which will allow for future increases in production capacity. Currently, the Company’s full production capacity is 65,000 tons per year if we operate three shifts.





Revenue generated during the three months ended March 31, 2011 from the sale of manufactured recycled LDPE was $13,927,269, as compared to $9,319,708 for the same period of 2010, which represents an increase of 49.44%. This increase was due to an increase in both sales volume and selling price of manufactured recycled LDPE.  The Company sold 12,233 tons of manufactured recycled LDPE in the three months ended March 31, 2011, representing an increase of 37.92% from the 8,870 tons sold in the corresponding period of 2010. The average selling price of recycled LDPE increased 8.37% from approximately $1,051 per ton in the three months ended March 31, 2010 to approximately $1,139 per ton in the same period in 2011. In view of the strong demand for our products, we believe this trend should positively impact our revenues going forward.





Revenue generated from the sales of sorted non-LDPE material increased from $174,518 in the three months ended March 31, 2010 to $215,243 in the same period of 2011, representing an increase of 23.34%. This was mainly due to an increase in selling price. Guanwei sold 817 tons of sorted non-LDPE material in the three months ended March 31, 2011, representing a decrease of 10.32% from 911 tons sold in the same period of 2010. The average selling price of sorted non-LDPE material increased 37.53% from approximately $192 per ton in the three months ended March 31, 2010 to approximately $264 per ton in the same period in 2011. As with recycled LDPE, the average selling price of sorted non-LDPE materials has increased steadily from the three months ended March 31, 2010 to the same period of 2011.





Our revenue may be affected by the import quotas granted by the PRC’s Ministry of Environmental Protection.  Guanwei has been approved for an import quota of 24,000 tons of plastic waste per year.  Additionally, on November 1, 2008, Guanwei entered into an agreement pursuant to which it is permitted to use, at no cost and for a period of 10 years, the 35,000 tons per year import quota granted to Fuqing Huan Li Plastics Company Limited (“Huan Li”). Chen Min, our Chief Executive Officer and Chairman of the Board, is also the Chief Executive Officer, Chairman of the Board and legal representative of Huan Li. There can be no guarantee that Huan Li’s import quota will be available to us after the expiration of the agreement. If we are unable to use Huan Li’s import quota or obtain the grant of import quota from the Ministry of Environment Protection, our revenue and results of operations would be materially adversely affected. Please refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for further information and other factors that may affect our revenue.





The Company is applying to the relevant government agencies for an increase in its import quota for plastic waste. Pre-approval for the application has already been received from the Development Council of the Fuqing Rongqiao Economic Zone Authority and the application has been forwarded for further processing to the General Administration of Quality Supervision, Inspection and Quarantine of the PRC, the General Administration of Customs of the PRC and the Ministry of Environmental Protection of the PRC. The Company is in the final stages of obtaining approval to increase its import quota from 24,000 tons to 150,000 tons.  Upon obtaining this approval, the Company will have an effective aggregate import quota of 185,000 tons (including the 35,000 tons in the name of Huan Li).  The Company expects to obtain the approval for the increased import quota in July 2011.





Other than as disclosed elsewhere in this Quarterly Report, we are unaware of any trends or uncertainties which have or which we reasonably expect to have a material impact on net sales or revenues from continued operations.





Cost of Revenue





For the Three

Months Ended

March 31, 2011


% of net

revenue


For the Three

Months Ended

March 31, 2010


% of net

revenue


Change in

%Costs of manufactured recycled LDPE and sorted non-LDPE material

$
9,907,512



70.05
%

$
6,173,352



65.02
%


60.49
%





Our cost of revenue consists of the costs of plastic waste raw materials for production, labor costs and overhead related to production.





During the three months ended March 31, 2011 and 2010, our cost of revenue from sales of manufactured recycled LDPE and sorted non-LDPE material was $9,907,512 and $6,173,352, respectively, representing 70.05% and 65.02% of net revenue from sales of manufactured recycled LDPE and sorted non-LDPE material, respectively. The increase in the percentage of cost to net revenue is primarily due to the fact that the increase in manufacturing cost of recycled LDPE and sorted non–LDPE material is higher than the increase in average selling prices.




14





Because our cost of revenue from sales of manufactured recycled LDPE and sorted non-LDPE material consists primarily of the purchase price of imported plastic waste for production, we have limited influence on such costs. The prices of imported plastic waste are determined solely by suppliers and are dependent upon market conditions. The average manufacturing cost of recycled LDPE and sorted non-LDPE material increased by 20.29% from the first quarter of 2010 to the first quarter of 2011.





In order to reduce costs and increase profit margins, Guanwei focuses heavily on developing relationships with new suppliers and increasing the amount of high quality raw material purchased directly from European suppliers of plastic waste, as opposed to purchasing from a wholesaler.  Guanwei will continue to work on developing such relationships, and obtaining more favorable terms and discounts by strengthening our relationship with suppliers and placing more bulk orders.





Gross Profit





Gross profit from sales of manufactured recycled LDPE and sorted non-LDPE material during the three months ended March 31, 2011 increased $914,226 to $4,235,100 from $3,320,874 for the same period of 2010. The increase in gross profit was primarily the result of the increase in selling price and sales volume. During the three months ended March 31, 2011, the sales volume of manufactured recycled LDPE increased 37.92% over the same period of 2010, and the sale volume of sorted non-LDPE material decreased 10.32% over the same period of 2010, and their average selling prices increased 8.37% and 37.53%, respectively, as compared to the same period of 2010.





Although the selling prices of both manufactured recycled LDPE and sorted non-LDPE waste increased, the gross profit margin of manufactured recycled LDPE and sorted non-LDPE for the three months ended March 31, 2011 decreased by 5.03% period over period from 34.98% for the three months ended March 31, 2010 to 29.95% for the same period of 2011. This decrease in gross profit margin is primarily attributable to the increase in average per-ton manufacturing cost, which increased by 20.45%, or $127 per ton, from $621 per ton for the three months ended March 31, 2010 to $748 for the same period of 2011. The increases in raw material costs and manufacturing overhead contributed 14.81% and 5.48%, respectively, to the increase in manufacturing costs.





The prices of imported plastic waste are determined solely by suppliers and are dependent upon market conditions, and the import-related costs are mainly dependent on the delivery terms agreed with suppliers. In order to reduce costs and to secure availability of raw material supplies, the Company will continue to work on obtaining more favorable terms and a sustainable supply of materials by strengthening our relationship with suppliers and by developing long term supply arrangements.





Operating Expenses





For The Three Months Ended
March 31,2011


2010


Change in %Operating expenses- Sales & Marketing

$
88,791


$
48,499



83.08
%- G&A


543,770



322,956



68.37
%Total

$
632,561


$
371,455



70.29
%





For the three months ended March 31, 2011, operating expenses were $632,561, representing an increase of 70.20% from $371,455 for the three months ended March 31, 2010. The increase was primarily due to a 83.08% increase in sales and marketing expenses and a 68.37% increase in general and administrative expenses.





Sales and marketing expenses include transportation costs, advertising expenses and salesmen remunerations. In the three months ended March 31, 2011, sales and marketing expenses increased 83.08% to $88,791, as compared to $48,499 for the same period in 2010. The increase was primarily caused by the increase in wages to new delivery department employees (the number of employees in the transportation department increased from 14 employees for the three months ended March 31, 2010 to 21 employees in the same period of 2011), and the increase in transportation costs due to increased sales growth.





General and administrative expenses primarily consist of management remuneration, depreciation and amortization, staff-related costs, and legal and professional fees.  During the three months ended March 31, 2011, general and administrative expenses increased 68.27% to $543,431, as compared to $322,956 in the same period of 2010.  This increase was primarily due to the rising cost of remuneration packages related to recruiting and maintaining executives and skilled employees, the increase staff-related costs, the increase in legal and professional fees incurred in relation to ongoing compliance requirements as a result of our share exchange transaction in November 2009 and our listing on NASDAQ on April 12, 2010.




15





Interest Income and Expense





Our interest income is generated by interest earned on deposits with banks and financial institutions and interest expenses are amounts we pay in interest with respect to our borrowings. Net interest income (interest income offset by interest expenses) was recorded at $5,535 in the three months ended March 31 2011, representing an increase of 146.48% from net interest expenses of $11,908 in the same period of 2010. The increase is primarily due to the increase in interest income in the three months ended March 31, 2011 as a result of the higher bank balances during the period.





We support our operations with a combination of self-generated profit and limited amount of loans from banks and financial institutions. As of March 31, 2011, we had short term borrowings of $1,588,171 from China Merchants Bank, which were secured by restricted cash at the bank of $1,601,915 and charged at rates ranging from 1.788% to 2.103% annually.





Net Income





During the three months ended March 31, 2011, our net income increased 23.16% to $2,715,282 from $2,204,604 for the same period of 2010. The increase in net income is primarily due to the $914,226 increase in gross profit which was largely driven by the increase in sales volume and selling prices in the current quarter, but was partially offset by an increase of $261,106 in operating expenses and an increase of $231,181 in income taxes resulting from higher operating income.





In order to continue to improve gross margin and net profit margin, we intend to focus on enhancing our manufacturing techniques and improving our labor efficiency. Additionally, we will continue to strengthen our relationships with our major suppliers to obtain more favorable terms, and we will enhance management control over the general and administrative expenses.





Inflation





Inflationary factors, such as increases in the cost of our product and overhead costs, may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.





Liquidity and Capital Resources





We generally finance our operations through operating profit and occasionally through short-term borrowings from banks and financial institutions. We arranged short-term loans of $1,588,171 during the three months ended March 31, 2011 to satisfy our financing needs.  The interest rates on these loans are ranging from 1.788% to 2.103% annually and it will mature in three months of drawing. As of the date of this Quarterly Report, we have not experienced any difficulties due to a shortage of capital, we have not experienced any difficulty in raising funds through loans from banks and financial institutions, and we have not experienced any liquidity problems in settling our payables in the normal course of business and repaying our loans when they come due.  We are unaware of any trends, demands, commitments events or uncertainties that will result or be likely to result in material changes in our liquidity.





We believe that the level of financial resources is a significant factor for our future development and accordingly, we may determine from time to time to raise capital through private debt or equity financing to strengthen the Company’s financial position, to expand our facilities and to provide us with additional flexibility to take advantage of business opportunities.  No assurances can be given that we will be successful in raising such additional capital on terms acceptable to us.




16





The following table sets forth the summary of our cash flows, in USD, for the three months ended March 31, 2011 and 2010:





Three Months ended
 March 31,2011


2010Net cash provided by operating activities

$
148,787


$
2,932,039Net cash provided by (used for) investing activities

$
694,137


$
(2,984
)Net cash provided by (used for) financing activities

$
(1,975,377
)

$
48,200Effect of exchange rate changes on cash

$
145,353


$
2,447Net increase (decrease) in cash and cash equivalents

$
(987,100
)

$
2,979,702Cash and cash equivalents at beginning of period

$
14,940,236


$
7,302,209Cash and cash equivalents at end of period

$
13,953,136


$
10,281,911




Operating activities





During the three months ended March 31, 2011, we generated net cash from operating activities of $148,787, representing a decrease of 94.93% from $2,932,039 for the same period in 2010. This is mainly due to the increase in cash used in operating assets and liabilities during the three months ended March 31, 2010, which increased by $3,325,011 or 632.02% to $2,700,037, as compared to $624,974 net cash provided in the same period of 2010.  This increase is primarily attributable to:





-
an increase in cash used in prepayments to suppliers for plastic waste supplies for the coming months, which amounted to $2,124,560 cash used in the three months ended March 31, 2011 as compared to no prepayments to suppliers in the same period in 2010;




-
a decrease in cash provided by inventories, which amounted to $824,368 cash provided in the three months ended March 31, 2011 as compared to $2,541,306 cash provided by the decrease in inventories in the same period in 2010; and




-
an increase in cash used in accrued expenses and other payables, which amounted to $161,085 in the three months ended March 2011 as compared to $450,071 cash inflow in the same period in 2010;





and, which is partly offset by a decrease in cash used in accounts payable, which amounted to $1,232,140 cash used in the three months ended March 31, 2011 compared to $2,015,076 used in the same period in 2010.





Investing Activities





During the three months ended March 31, 2011, net cash provided by investing activities was $694,137, a $697,121 increase as compared to $2,984 net cash used in investing activities in the same period of 2010. The increase is primarily attributable to the cash refund as a result of the decrease of restricted cash in the three months ended March 31, 2011.





Financing Activities





Cash used in financing activities for the three months ended March 31, 2011 was $1,975,377, as compared to $48,200 net cash provided by financing activities in the same period of 2010. The change is primarily due to $2,154,892 net cash used in repaying bank loans in the three months ended March 31, 2011.





Working Capital





Our working capital as of March 31, 2011 and December 31, 2010 was $16,395,868 and $13,390,151 respectively, representing an increase of $3,005,717 or 22.45%. The improved working capital is primarily due to a decrease of $2,128,206 in short term borrowings and a decrease of $1,149,251 in accounts payable for the three months ended March 31, 2011 as compared to that as of December 31, 2010. We aim to continue to improve the level of working capital through enhanced levels of productivity and increased revenue and efficiently controlling costs.




17





Off-Balance Sheet Arrangements.





We do not have any outstanding derivative financial instruments, off-balance sheet guarantees or interest rate swap transactions of foreign currency forward contracts.  Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.  We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.





Not required for smaller reporting companies.





Item 4.Controls and Procedures.





Disclosure controls and procedures





The Registrant’s Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company. Based upon such officers' evaluation of these controls and procedures as of the end of the period covered by this quarterly report, the Certifying Officers have concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in this quarterly report is accumulated and communicated to management, including to the principal executive officers as appropriate, to allow timely decisions regarding required disclosure.





Changes in Internal Control Over Financial Reporting.





During the three months ended March 31, 2011, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





18





PART II. OTHER INFORMATION





Item 1. Legal Proceedings.





As of the date of this filing, there exist no legal proceedings to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject, that could reasonably be expected to have a material impact on the Registrant’s operations or finances.





Item 1A. Risk Factors.





Not required for smaller reporting companies.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 3. Defaults Upon Senior Securities.





None.





Item 4. (Removed and Reserved).





Item 5. Other Information.





None




19





Item  6. Exhibits





(a)
Financial Statements





Our financial statements as set forth in the Index to Financial Statements included as Item 1 hereto are hereby incorporated by reference.





(b)
Exhibits





EXHIBIT

NO.

DESCRIPTION2.1

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)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 Fun and Chen Min, dated November 28, 2009 (7)





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)  20
  10.4

Audit Report and Certificate, issued by Umweltagentur Efftstadt to Guanwei  (7)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

Sales Confirmation, dated May 3, 2010, between TM Recycling GmbH and Guanwei (4)10.10

Sales Contract, dated as of July 7, 2010, between Guanwei and Sunshine Handels & Consulting GmbH. (5)10.11

Guanwei Recycling Corp. 2010 Omnibus Long-Term Incentive Plan (6)10.12

Agreement with Fuqing Huanli Plastics Co., Ltd., dated November 1, 2008 (7)31.1

Rule 13a-14(a)/15d-14(a) Certification (CEO)  *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 Registrant’s Quarterly Report on Form 10-Q, filed on May 17, 2010.





(5)
Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 12, 2010.(6)
Incorporated by reference to the Registrant’s Definitive Schedule 14A, filed on October 15, 2010.(7)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed on March 31, 2011.*
Filed herewith.





21





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: May 16, 2011
By:
/s/ Chen MinChen MinChief Executive Officer, 
Chairman of the Board, President(Principal Executive Officer)Date: May 16, 2011
By:
/s/ Yang FengYang FengChief Financial Officer, Secretary, Treasurer(Principal Financial and Accounting Officer)





22