Delaware
|
13-3637458
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
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Cheming Industrial Park, Shouguang City, Shandong, China
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262714
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
Name of each exchange on which registered
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Common Stock, $0.0005 par value
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NASDAQ Global Select Market
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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PART I
|
||||
Item 1B.
|
|
Unresolved Staff Comments
|
|
1
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PART II
|
||||
Item 9A.
|
|
Controls and Procedures
|
|
1
|
PART III
|
||||
Item 10.
|
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Directors, Executive Officers and Corporate Governance
|
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1
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Item 11.
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Executive Compensation
|
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5
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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7
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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8
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Item 14.
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Principal Accounting Fees and Services
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9
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PART IV
|
||||
Item 15.
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Exhibits and Financial Statement Schedules
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10
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Signatures
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|
12
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1.
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
2.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
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3.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.
|
1.
|
Improper accounting treatment for translation loss on intercompany payable, denominated in a foreign currency, due to a subsidiary;
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2.
|
Failure to maintain effective controls over the identification of related parties and the disclosure of related party transactions in the Company’s consolidated financial statements.
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3.
|
Not being able to provide the required Schedule I parent only financial statement audited data for fiscal years 2009 and 2010 as mentioned in Part I, Item 1B – Unresolved Staff Comments.
|
1.
|
We will continue to educate our management personnel to comply with the related party disclosure requirements of the Exchange Act and Regulation S-K; and
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2.
|
We will increase management oversight to timely report any related party transactions and the translation gain or loss on intercompany balances in the future.
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Name
|
Age
|
Other positions with Company; other directorships held in last five years
|
Has served as Company director since
|
|||
Ming Yang
|
45
|
Chairman of the Board of Director
|
December 2006
|
|||
Xiaobin Liu
|
44
|
Chief Executive Officer and Director
|
March 2009
|
|||
Naihui Miao
|
43
|
Secretary, Chief Operating Officer and Director
|
January 2006
|
|||
Yang Zou (1)(3)
|
41
|
Independent Director
|
March 2011
|
|||
Nan Li (1) (2)
|
37
|
Independent Director
|
November 2010
|
|||
Shitong Jiang (1) (2)(3)
|
44
|
Independent Director
|
April 2008
|
|||
Tengfei Zhang (2)(3)
|
45
|
Independent Director
|
June 2011
|
·
|
reviewed and discussed the audited financial statements with management;
|
|
·
|
discussed with Company’s independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
|
·
|
received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant's independence.
|
·
|
Xiaobin Liu, Chief Executive Officer
|
|
·
|
Min Li, Chief Financial Officer
|
|
·
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Naihui Miao, Chief Operating Officer
|
FISCAL 2011 COMPENSATION TABLE
|
||||||||||||||||||
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus($)
|
Stock
Awards($)
|
Option Awards$(1)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total ($)
|
|||||||||
Xiaobin Liu,
CEO (2)
|
2011
2010
2009
|
46,446
44,010
43,924
|
-
-
-
|
-
-
-
|
648,200
187,838
23,970
|
-
-
-
|
-
-
-
|
-
-
-
|
694,646
231,848
67,894
|
|||||||||
Min Li,
CFO
|
2011
2010
2009
|
28,425
26,802
17,574
|
-
-
-
|
-
-
-
|
648,200
187,838
23,970
|
-
-
-
|
-
-
-
|
-
-
-
|
676,625
214,640
41,544
|
|||||||||
Naihui Miao,
COO (3)
|
2011
2010
2009
|
28,425
26,802
26,340
|
-
-
-
|
-
-
-
|
648,200
187,838
23,970
|
-
-
-
|
-
-
-
|
-
-
-
|
676,625
214,640
40,310
|
FISCAL 2011 GRANTS OF PLAN-BASED AWARDS
|
||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of
|
Option Awards: Number of Securities
|
Exercise or Base Price of
|
Grant Date Fair Value of Stock
|
|||||||||||||||||
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
Stocks or Units
|
Underlying Options
|
Option Award($)
|
and Options
|
|||||||||||
Xiaobin Liu, CEO
|
March 29,2011
|
- | - | - | - | - | - | - |
200,000
|
4.97
|
$648,220
|
|||||||||||
Min Li, CFO
|
March 29,2011
|
- | - | - | - | - | - | - |
200,000
|
4.97
|
$648,220
|
|||||||||||
Naihui Miao, COO
|
March 29,2011
|
- | - | - | - | - | - | - |
200,000
|
4.97
|
$648,220
|
Name
|
Cash Payment
|
|
Xiaboin Liu
|
$0
|
|
Min Li
|
$0
|
|
Naihui Miao
|
$0
|
OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR END
|
||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|||||||||
Xiaobin Liu, CEO
|
200,000
|
0
|
0
|
4.97
|
March 28, 2015
|
-
|
-
|
-
|
-
|
|||||||||
Min Li, CFO
|
200,000
|
0
|
0
|
4.97
|
March 28, 2015
|
-
|
-
|
-
|
-
|
|||||||||
Naihui Miao
|
200,000
|
0
|
0
|
4.97
|
March 28, 2015
|
-
|
-
|
-
|
-
|
FISCAL 2011 OPTION EXERCISES AND STOCK VESTED
|
||||||||
OPTION AWARDS
|
STOCK AWARDS
|
|||||||
Name
|
Number of Shares
Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares
Acquired on Vesting (#)
|
Value Realized on
Vesting ($)
|
||||
Xiaobin Liu, CEO
|
0
|
0
|
0
|
0
|
||||
Min Li, CFO
|
0
|
0
|
0
|
0
|
||||
Naihui Miao
|
0
|
0
|
0
|
0
|
FISCAL 2011 DIRECTOR COMPENSATION
|
||||||||||||||
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
|
Option Awards $(l)
|
Non-Equity Incentive Plan Compensation ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total ($)
|
|||||||
Ming Yang
|
33,441
|
-
|
-
|
-
|
-
|
-
|
33,441 | |||||||
Nan Li
|
0
|
-
|
14,400
|
-
|
-
|
-
|
14,400 | |||||||
Shitong Jiang
|
0
|
-
|
16,000
|
-
|
-
|
-
|
16,000
|
|||||||
Yang Zou
|
0
|
-
|
35,000
|
-
|
-
|
-
|
35,000 | |||||||
Tengfei Zhang
|
0
|
-
|
15,000
|
-
|
-
|
-
|
15,000
|
Name of Beneficial Owner (1)
|
Number of Shares
|
Percent of Class
|
||||||
Ming Yang (Chairman)
|
13,391,454
|
(2)
|
38.5
|
%
|
||||
Xiaobin Liu (CEO)
|
214,831
|
(3)
|
*
|
|||||
Min Li (CFO)
|
214,831
|
(4)
|
*
|
|||||
Naihui Miao (COO)
|
214,831
|
(5)
|
*
|
|||||
Nan Li (Director)
|
25,000
|
(6)
|
*
|
|||||
Yang Zou (Director)
|
25,000
|
(7)
|
*
|
|||||
Shi Tong Jiang (Director)
|
44,916
|
(8)
|
*
|
|||||
Tengfei Zhang (Director)
|
25,000
|
(9)
|
*
|
|||||
All Directors and Executive Officers as a Group (eight persons)
|
14,155,863
|
40.7
|
%
|
Fees
|
2011
|
2010
|
||||||
Audit Fees
|
$
|
190,000 |
$
|
0
|
||||
Audit Related Fees
|
$
|
0 |
$
|
5,000
|
||||
Tax Fees
|
$
|
0 |
$
|
0
|
||||
All Other Fees
|
$
|
0 |
$
|
0
|
||||
Total
|
$
|
190,000 |
$
|
5,000
|
2.1
|
Agreement and Plan of Merger dated December 10, 2006, among the Registrant, DFAX Acquisition vehicle, Inc., Upper Class Group Limited and the shareholders of UCG, incorporated herein by reference to Exhibit 10 to the Registrant's Current Report on Form 8-K filed on December 12, 2007.
|
|
2.2
|
Share Exchange Agreement among the Registrant, Upper Class Limited, Shouguang Yuxin Chemical Industry Company Limited and shareholders of Shouguang Yuxin Chemical Industry Company Limited, incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 9, 2007.
|
|
3.1
|
Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (No. 33-46580) declared effective on November 18, 1992.
|
|
3.2
|
Amendment to Restated Certificate of Incorporation., increasing the authorized capital stock, incorporated herein by reference to Exhibit A to the Registrant's definitive Schedule 14A filed on October_, 1995.
|
|
3.3
|
Amendment to Restated Certificate of Incorporation., increasing the authorized capital stock, incorporated herein by reference to Exhibit B to the Registrant's definitive Schedule 14A filed on August 12, 1997.
|
|
3.4
|
Amendment to Restated Certificate of Incorporation., increasing the authorized capital stock, incorporated herein by reference to Exhibit A to the Registrant's definitive Schedule 14A filed on October 16, 1998.
|
|
3.5
|
Amendment to Restated Certificate of Incorporation, filed with the Secretary of the State of Delaware on October 16, 2006, effecting a reverse stock split.
|
|
3.6
|
Amendment to Restated Certificate of Incorporation, changing the name of the Registrant to Gulf Resources, Inc., incorporated herein by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on February 20, 2007.
|
|
3.7
|
Amendment to Restated Certificate of Incorporation, increasing the authorized capital stock of the Registrant and effecting a 2-for-1 forward stock split, incorporated herein by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on December 4, 2007.
|
|
3.8
|
Amendment to Restated Certificate of Incorporation, filed with the Secretary of the State of Delaware on October 6, 2009, effecting a reverse stock split, incorporated herein by reference to Appendix C to the Registrant’s Schedule 14A filed on July 30, 2009.
|
|
3.9
|
By-laws, incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (No. 33-46580) declared effective on November 18, 1992.
|
|
10.1
|
Lock-up Agreement by and among the Registrant, Top King Group Limited, Billion Gold Group Limited, Topgood International Limited, Ming Yang, Wenxiang Yu, Zhi Yang and Shandong Haoyuan Industry Group Ltd., dated May 10, 2009, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2009.
|
|
10.2
|
Asset Purchase Agreement by and among the Registrant, Shouguang City Haoyuan Chemical Company Limited, Fengxia Yuan, Han Wang and Qing Yang, dated September 7, 2009, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 10, 2009.
|
|
10.3
|
Securities Purchase Agreement by and among the Registrant and institutional investors dated December 11, 2009, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2009.
|
10.4
|
Registration Rights Agreement by and among the Registrant and institutional investors dated December 11, 2009, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2009.
|
|
10.5
|
Asset Purchase Agreement by and between Shouguang Haoyuan Chemical Co., Ltd., Jinjin Li, and Qiuzhen Wang dated June 7, 2010, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Amendment No. 3 on the Current Report on Form 8-K filed on February 22, 2011
|
|
10.6
|
Crude Salt Field Acquisition Agreement by and between Shouguang City Haoyuan Chemical Co., Ltd. and State-Operated Shouguang Qingshuibo Farm dated December 30, 2010, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 4, 2011.
|
|
10.7
|
Attachment to the Crude Salt Field Acquisition Agreement by and between Shouguang City Haoyuan Chemical Co., Ltd. and State-Operated Shouguang Qingshuibo Farm dated December 30, 2010, incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 4, 2011
|
|
10.8
|
Lease Contract dated November 5, 2010 by and between Shouguang City Haoyuan Chemical Co., Ltd. and State-Operated Shouguang Qingshuibo Farm, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 4, 2011.
|
|
10.9
|
Supplementary Agreement dated March 1, 2011 by and between Shouguang City Haoyuan Chemical Co., Ltd. and State-Operated Shouguang Qingshuibo Farm, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2011.
|
|
10.10
|
Bromine Factory Relocation Compensation Agreement dated August 22, 2011 by and between Yangkou Township People’s Government of Shouguang Municipality and Shouguang City Haoyuan Chemical Co., Ltd., incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2011
|
|
10.11
|
Asset Purchase Agreement dated December 22, 2011 by and between Shouguang City Haoyuan Chemical Co., Ltd, Gulf Resources, Inc., and Liangcai Zhang, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2011.
|
|
10.12
|
Gulf Resources, Inc. 2007 Equity Incentive Plan, incorporated by reference to Exhibit A to the Registrant’s Schedule 14A filed on April 29, 2011.
|
|
10.13
|
Director Agreement dated March 2, 2011 by and between Gulf Resources, Inc. and Yang Zou, incorporated by reference to Exhibit 10.1 to the Registrants’ Current Report on Form 8-K filed on March 4, 2011.
|
|
10.14
|
Director Agreement dated June 30, 2011 by and between Gulf Resources, Inc. and Tengfei Zhang, incorporated by reference to Exhibit 10.1 to the Registrants’ Current Report on Form 8-K filed on July 6, 2011.
|
|
10.15
|
Form of Employment Agreement dated March 12, 2012 by and between Gulf Resources, Inc. and Xiaobin Liu **
|
|
10.16
|
Form of Employment Agreement dated January 1, 2012 by and between Gulf Resources, Inc. and Min Li **
|
|
14
|
Code of Ethics, incorporated herein by reference to Exhibit 14 to the Registrant’ annual report on Form 10-K filed on March 16, 2009.
|
|
16.1
|
Letter of Morison Cogen LLP dated February 10, 2010, incorporated herein by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2010.
|
|
16.2
|
Letter from BDO Limited dated December 8, 2011, incorporated herein by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed on December 14, 2011
|
|
21.1
|
List of Subsidiaries, incorporated herein by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 12, 2008.
|
|
23.1
|
Consent of Morison Cogen LLP.*
|
|
23.2
|
Consent of BDO Limited, an independent registered public accounting firm*
|
|
31.1
|
Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
31.2
|
Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
|
Date: July 3, 2012
|
By:
|
/s/ Xiaobin Liu |
By: Xiaobin Liu
|
||
Title: President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Min Li | |
By: Min Li
|
||
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Xiaobin Liu |
July 3, 2012
|
|||
Xiaobin Liu
|
President, Chief Executive Officer and Director
|
|||
/s/ Min Li |
July 3, 2012
|
|||
Min Li
|
Chief Financial Officer
|
|||
/s/ Ming Yang |
July 3, 2012
|
|||
Ming Yang
|
Director
|
|||
/s/ Naihui Miao |
July 3, 2012
|
|||
Naihui Miao
|
Director
|
|||
/s/ Tengfei Zhang |
July 3, 2012
|
|||
Tengfei Zhang
|
Director
|
|||
/s/ Yang Zou |
July 3, 2012
|
|||
Yang Zou
|
Director
|
|||
/s/ Nan Li |
July 3, 2012
|
|||
Nan Li
|
Director
|
|||
/s/ Shitong Jiang |
July 3, 2012
|
|||
Shitong Jiang
|
Director
|
(1)
|
Party A: Gulf Resources, Inc
|
(2)
|
Party B Liu Xiaobin , Gender: Male
Start Working Date in Party A: March 12, 2012
|
(3)
|
The contract has a fixed term duration.
The contract start being effective from March 12, 2012 and will be terminated on the date of March 11,2015.
|
Party A (Signature) _____________________________ | Party B ( Signature) _____________________________ | |
Chief Executive Officer |
Liu Xiaobin
|
|
Gulf Resources, Inc. |
(1)
|
Party A: Gulf Resources, Inc
|
(2)
|
Party B Li Min , Gender: Male
Start Working Date in Party A: January 1, 2012
|
(3)
|
The contract has a fixed term duration.
The contract start being effective from January 1, 2012 and will be terminated on the date of December 31,2012.
|
Party A (Signature) _____________________________ | Party B ( Signature) _____________________________ | |
Chief Executive Officer |
Li Min
|
|
Gulf Resources, Inc. |
1.
|
I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011 of Gulf Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c.
|
evaluated the effectiveness of registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
By:
|
/s/ Xiaobin Liu | |
Xiaobin Liu
|
||
President and Chief Executive Officer
|
||
Dated: July 3, 2012
|
1.
|
I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011 of Gulf Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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c.
|
evaluated the effectiveness of registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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By:
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/s/ Min Li | |
Min Li
|
||
Chief Financial Officer
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Dated: July 3, 2012
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Dated: July 3, 2012
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||
By:
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/s/ Xiaobin Liu | |
Xiaobin Liu
|
||
President and Chief Executive Officer
|
||
Dated: July 3, 2012
|
||
By:
|
/s/ Min Li | |
Min Li
|
||
Chief Financial Officer
|
||