20-F/A 1 v313128_20fa.htm 20-F/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A
Amendment No. 1

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended December 31, 2011

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

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _________________________

For the transition period from ___________ to ___________.

Commission file number: 001-34532

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

British Virgin Islands
(Jurisdiction of incorporation or organization)

1 Shuanghu Development Zone
Xinzheng City,
Zhengzhou, Henan Province 451191
People’s Republic of China
(Address of principal executive offices)

Mingwang Lu
1 Shuanghu Development Zone
Xinzheng City
Zhengzhou, Henan Province 451191
People’s Republic of China
Tel: 86-371-62568634; Fax: 86-371-67718787
Email: mingwang.lu@geruigroup.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Ordinary shares, no par value	The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 58,311,076 ordinary shares as of December 31, 2011

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ¨ No x

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer ¨

Accelerated Filer x

Non-Accelerated Filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x	International Financial Reporting ¨	Other ¨
	Standards as issued by the International
	Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

EXPLANATORY NOTE

China Gerui Advanced Materials Group Limited (the “Company”) is filing this Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended December 31, 2011 (the “Form 20-F”), which was originally filed with the Securities and Exchange Commission on May 7, 2012, for the sole purpose of adding Exhibit 101 to Item 19 “Exhibits” and the Exhibit Index to the Form 20-F and furnishing the Interactive Data File as Exhibit 101 thereto.

No other changes have been made to the Form 20-F. This Amendment No. 1 does not reflect events that have occurred after the filing date of May 7, 2012 of the Form 20-F, or modify or update the disclosures presented therein, except to reflect the amendment described above.

PART III

ITEM 19. EXHIBITS

Exhibit No.		Description
101.INS †		XBRL Instance Document.
101.SCH †		XBRL Taxonomy Extension Schema Document.
101.CAL †		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF †		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB †		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE †		XBRL Taxonomy Extension Presentation Linkbase Document.

†This Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.

Date: May 14, 2012	CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

	/s/ Mingwang Lu
	Mingwang Lu
	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
101.INS †		XBRL Instance Document.
101.SCH †		XBRL Taxonomy Extension Schema Document.
101.CAL †		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF †		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB †		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE †		XBRL Taxonomy Extension Presentation Linkbase Document.