f10q0913_keyuan.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2013

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

For the transition period from _______________ to _______________

Commission File Number

Keyuan Petrochemicals, Inc.

(Exact name of registrant as specified in its charter)

Nevada		45-0538522
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Qingshi Industrial Park

Ningbo Economic & Technological Development Zone

Ningbo, Zhejiang Province

P.R. China 315803

(86) 574-8623-2955

(Issuer's telephone number)

(Former address)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 o

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 (Sec. 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer	o		Accelerated Filer	o
Non-accelerated filer	o		Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes o No x

As of November 14, 2013, the Registrant has 57,646,160 shares of common stock outstanding and 5,333,340 shares of Series B Preferred Stock outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7 – 18

Item 2.	Management’s Discussion and Analysis or Plan of Operation	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II – OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities And Use Of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	34

INTRODUCTORY NOTE

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the “Company,” “Keyuan” “we,” “us” or “our” are references to the combined business of Keyuan Petrochemicals, Inc. and its consolidated subsidiaries. References to “Sinotech Group” are references to our wholly-owned subsidiary, Sinotech Group Limited, previously known as Keyuan International Group Limited”; references to “Keyuan HK” are references to our wholly-owned subsidiary, Keyuan Group Limited; references to “Ningbo Keyuan” are references to our wholly-owned subsidiary, Ningbo Keyuan Plastics Co., Ltd.; references to “Ningbo Keyuan Petrochemicals” are to our wholly-owned subsidiary, Ningbo Keyuan Petrochemicals Co., Ltd; references to “Keyuan Synthetic Rubbers” are references to our wholly-owned subsidiary, Ningbo Keyuan Synthetic Rubbers Co., Ltd.; references to “Guangxi Keyuan” are references to our wholly-owned subsidiary, Guangxi Keyuan New Materials Co., Ltd. References to “China” or “PRC” are references to the People’s Republic of China. References to “RMB” are to Renminbi, the legal currency of China, and all references to “$” and dollar are to the U.S. dollar, the legal currency of the United States.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements and information that are based on the beliefs of our management as well as assumptions made by and information currently available to us. Such statements should not be unduly relied upon. When used in this report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business in China, any statements of belief or intention, and any statements or assumptions underlying any of the foregoing. These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; Securities and Exchange Commission (the “SEC”) regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

PART I – FINANCIAL INFORMATION

KEYUAN PETROCHEMICALS, INC. AND SUBSIDIAIRES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	Note		September 30, 2013		December 31, 2012
			(Unaudited)
ASSETS
Current assets:
Cash			$	23,614	$	23,378
Pledged bank deposits				353,131		201,252
Bills receivable				9,332		3,968
Accounts receivable				12,760		14,248
Inventories		3		64,632		48,634
Prepayments to suppliers				51,905		23,476
Consumption tax refund receivable		4		31,057		51,334
Amounts due from related parties		14		1,113		40
Other current assets		5		60,000		56,320
Deferred income tax assets		10		2,142		2,801
Total current assets				609,686		425,451

Property, plant and equipment, net				262,249		227,603
Intangible assets, net				1,019		880
Land use rights				10,734		10,708
VAT recoverable				2,343		2,232

Total assets			$	886,031	$	666,874

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term bank borrowings		6	$	416,131	$	295,146
Bills payable				273,886		102,650
Accounts payable				52,794		130,387
Advances from customers				33,597		24,405
Accrued expenses and other payables				15,809		26,833
Income tax payable		10		1,034		2,344
Dividends payable				2,382		2,382
Amounts due to related parties		14		-		479
Total liabilities, all current				795,633		584,626

Series B convertible preferred stock: Par value:$0.001; Authorized: 8000,000 shares issued and outstanding: 5,333,340 shares, liquidation preference $20,250				16,868		16,452
Commitments and contingencies		9		-		-

Stockholders’ equity:
Common stock: Par value: $0.001; Authorized: 100,000,000 shares Issued and outstanding: 57,464,160 shares as at September 30, 2013 and December 31, 2012				58		58
Additional paid-in capital				51,556		50,653
Statutory reserve				4,076		4,071
Accumulated other comprehensive income				9,660		7,491
Retained earnings				8,180		3,523
Total stockholders’ equity				73,530		65,796

Total liabilities and stockholders’ equity			$	886,031	$	666,874

See accompanying notes to the consolidated financial statements.

KEYUAN PETROCHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in thousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012

Sales	$	150,286		$	164,347		$	453,775		$	532,098
Cost of sales		140,030			160,472			432,389			512,330
Gross profit		10,256			3,875			21,386			19,768

Selling expenses		466			251			869			892
General and administration expenses		3,397			2,127			8,988			7,394
Total operating expenses		3,863			2,378			9,857			8,286

Income from operations		6,393			1,497			11,529			11,482

Other income (expense):
Interest income		2,461			1,519			6,363			4,341
Interest expense		(4,481	)		(5,864	)		(14,601	)		(13,173	)
Foreign exchange gain (loss) , net		1,044			331			7,249			(33	)
Other (expense) income, net		(1,342	)		(5,439	)		(2,437	)		(5,656	)
Total other (expense) income, net		(2,318	)		(9,453	)		(3,426	)		(14,521	)

Income (loss) before income taxes		4,075			(7,956	)		8,103			(3,039	)
Income tax expense (benefit)		1,284			(1,018	)		2,891			991
Net Income (loss) attributable to Keyuan Petrochemicals Inc. stockholders		2,791			(6,938	)		5,212			(4,030	)
Dividends to Series B convertible preferred stockholders		548			-			548			-
Net Income (loss) attributable to Keyuan Petrochemicals Inc. common stockholders	$	2,243		$	(6,938	)	$	4,664		$	(4,030	)

Net Income (loss) attributable to Keyuan Petrochemicals Inc. stockholders	$	2,791		$	(6,938	)	$	5,212		$	(4,030	)

Other comprehensive income:
Foreign currency translation adjustment		538			(827	)		2,170			(697	)
Comprehensive income (loss)	$	3,329		$	(7,765	)	$	7,382		$	(4,727	)

Earnings (loss) per share:
Attributable to common stockholders:
-Basic	$	0.04		$	(0.12	)	$	0.08		$	(0.07	)
-Diluted	$	0.04		$	(0.12	)	$	0.08		$	(0.07	)
Weighted average number of shares of common stock used in calculation:
-Basic		57,646,160			57,646,160			57,646,160			57,646,160
-Diluted		62,979,500			57,646,160			62,979,500			57,646,160

See accompanying notes to the consolidated financial statements.

KEYUAN PETROCHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in thousands, except share data)

	Nine months ended September 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	5,212		$	(4,030	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		8,865			7,341
Amortization		85			80
Land use rights amortization		344			339
Deferred income tax		726			(467	)
Share-based compensation expense		871			1,206
Changes in operating assets and liabilities:
Bills receivable		(5,191	)		951
Accounts receivable		1,735			(181	)
Inventories		(14,496	)		(30,166	)
Prepayments to suppliers		(27,494	)		(13,211	)
Consumption tax refund receivable		21,397			18,882
Other current assets		(1,892	)		(6,491	)
Accounts payable		(48,482	)		(54,641	)
Account payable – related parties		(1,537	)		(625	)
Advances from (to) customers		8,424			23,526
Income taxes payable		(1,356	)		57
Accrued expenses and other payables		(4,202	)		(2,134	)
Net cash used in operating activities		(56,991	)		(59,564	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(44,765	)		(27,415	)
Net cash used in investing activities		(44,765	)		(27,415	)

Cash flow from financing activities:
Pledged bank deposits used for bank borrowings		(144,593	)		(43,821	)
Proceeds from short-term bank borrowings		860,430			663,720
Repayment of short-term bank borrowings		(780,146	)		(565,967	)
Proceeds from bank notes		340,186			172,787
Repayments of bank notes		(173,839	)		(129,313	)
Repayment of long term bank borrowings		-			(9,670	)
Net cash provided by financing activities		102,038			87,736

Effect of foreign currency exchange rate changes on cash		(46	)		(826	)

Net increase (decrease) in cash		236			(69	)

Cash at beginning of period		23,378			7,325
Cash at end of period	$	23,614		$	7,256

Supplemental disclosure of cash flow information:
Income tax paid	$	3,521		$	1,821
Interest paid, net of capitalized interest	$	15,497		$	9,265
Non cash investing and financing activities:
Payable for purchase of property, plant and equipment (net of VAT)	$	8,938		$	8,816

See accompanying notes to the consolidated financial statements.

1 ORGANIZATION AND NATURE OF BUSINESS, RECENT EVENTS, AND GOING CONCERN AND MANAGEMENT’S PLANS

(a) Organization and Nature of business

Keyuan Petrochemicals, Inc. (the “Company”) was incorporated in the State of Texas on May 4, 2004 in the former name of Silver Pearl Enterprises, Inc. The Company, through its wholly-owned subsidiary, Sinotech Group Limited, formerly Keyuan International Group Limited (“Keyuan International”) and its indirect subsidiaries, Keyuan Group Limited (“Keyuan HK”), Ningbo Keyuan Plastics Co., Ltd. (“Ningbo Keyuan”), Ningbo Keyuan Petrochemicals Co., Ltd. (“Ningbo Keyuan Petrochemicals”), Ningbo Keyuan Synthetic Rubbers Co., Ltd. (“Ningbo Keyuan Synthetic Rubbers”), and Guangxi Keyuan New Materials Co., Ltd. (“Guangxi Keyuan”) (collectively referred herein below as “the Group” ) are engaged in the manufacture and sale of petrochemical and rubber products in the People’s Republic of China (“PRC”).

(b) Other Events

In 2011, the Company’s former auditor, KPMG, LLP (“KPMG”), brought certain issues to the Company’s Audit Committee’s attention through a March 28, 2011 memorandum and an April 18, 2011 letter (collectively, the “KPMG Memoranda”). KPMG requested that the Company’s Audit Committee conduct an independent investigation (the “Independent Investigation”) into those issues. On March 31, 2011, the Audit Committee elected to commence such Independent Investigation and engaged the services of an independent counsel, Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”), which in turn engaged the services of Deloitte Financial Advisory Services LLP (“Deloitte”), as independent forensic accountants, and King& Wood, as Audit Committee counsel in the PRC. Pillsbury, Deloitte and King & Wood are collectively referred to herein as the “Investigation Team”. On September 28, 2011, the Independent Investigation was completed. The Independent Investigation identified possible violations of PRC laws and U.S. Securities laws, including the maintenance of an off-balance sheet cash account that was used primarily to pay service providers and other Company-related expenses. Total activity in the off-balance sheet cash account amounted to approximately $800,000 through December 31, 2010, with a net income statement effect of approximately $12,000, and $400,000 of activity in the off-balance sheet cash account for the period from January 1, 2011 to March 31, 2011, with a net income statement effect of approximately $192,000, at which time the Company ceased its use. The Independent Investigation identified certain other issues that could result in potential violations of PRC or U.S. laws.

On October 7, 2011, trading of the Company’s common stock was delisted by NASDAQ, and is currently quoted on the Over-the- Counter Bulletin Board (symbol: KEYP).

On March 1, 2013, the Company reached a settlement in a case filed by the United States Securities and Exchange Commission on February 28, 2013 in the United States District Court for the District of Columbia against the Company, alleging the Company violated Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933, Section 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 12b-20 and 13a-13. Without admitting or denying the allegation of the complaint, the Company paid a $1 million civil penalty and is permanently enjoined from violating certain securities laws. On July 2, 2013, final judgment was issued by the United District Court for the District of Columbia approving the settlement and the Company paid the penalty of $1 million on July 9, 2013.

The Company, with its PRC legal counsel, evaluated the matters identified in the Independent Investigation to determine the extent to which the Company may be exposed to fines and penalties in China. The Company has concluded that the extent to which it may be exposed to fines and penalties in the PRC is limited, and to date, has not received any PRC governmental or regulatory communication or inquiry related to these matters. However, management is currently unable to determine the final outcome of these matters and their possible effects on the consolidated financial statements.

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company reported net income and cash flows used in operations of approximately $5.2 million and $57 million, respectively, for the nine months ended September 30, 2013 and a net loss and cash flows used in operations of approximately $4.03 million and $59.6 million, respectively, for the nine months ended September 30, 2012. At September 30, 2013 and December 31, 2012, the Company had a working capital deficit of approximately $186 million and $159 million, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

The Company continues to finance its operations primarily through short-term bank borrowings. Short-term bank borrowings and bills payable amounted to approximately $690 million at September 30, 2013. Management expects that short-term bank financing will continue to be available through at least September 30, 2014.

The Company continues to benefit from favorable PRC tax policies related to consumption tax (Note 4) approximately $31.1 million of which was refundable at September 30, 2013. Approximately $8.6 million and $5.4 million was refunded in September and October 2013, respectively, and management expects that additional consumption tax deposits of approximately $8.15 million will be refunded in November 2013.

The Company is expanding its production line to include Styrene-Ethylene-Butylene-Styrene (“SEBS”). Management expects production and sale of SEBS to commence in December 2013, and that SEBS will yield a higher gross margin than some of the Company’s current products.

The Company is also exploring sources of additional financing, including short-term financing from its vendors and other parties. In addition, the Company is closely monitoring its cash balances, cash needs and expense levels.

The ability of the Company to continue as a going concern is dependent upon management’s ability to implement its strategic plan, obtain additional capital and generate net income and positive cash flows from operations. There can be no assurance that these plans will be sufficient or that additional financing will be available in amounts or terms acceptable to the Company, if at all.

2 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These interim financial statements should be read in conjunction with the audited financial statements for the years ended December 31, 2012 and 2011, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computation as the audited financial statements for the years ended December 31, 2012 and 2011. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

Change in Accounting Estimate:

During January 2013, management performed an assessment of the useful lives of certain machinery and equipment. In evaluating the useful lives, management considered the historical life of the assets, operational strategy, and related functionality. Management concluded that machinery and equipment would remain in service longer than the depreciable life assigned. Effective February 1, 2013, the Group changed the time period over which it depreciates machinery and equipment to 20 years from 15 years. Management believes that this change more clearly and appropriately reflects the state of the machinery and equipment and thus, will more reasonably and accurately report the value of the machinery and equipment on the balance sheet. This change is being accounted for as a change in estimate. This change in estimate resulted in a reduction of depreciation expense of approximately $0.7 million and $1.8 million for the three and nine months ended September 30, 2013, respectively.

3 INVENTORIES

Inventories consist of the following:

	September 30		December 31,
	2013		2012
	($’000)		($’000)
	(Unaudited)
Raw materials	$	24,255	$	26,433
Finished goods		38,790		21,701
Work-in-process		1,587		500

Total	$	64,632	$	48,634

4 CONSUMPTION TAX REFUND RECEIVABLE

The PRC government enacted a regulation that provides that domestically purchased heavy oil to be used for producing ethylene and aromatics products are exempt from consumption tax. In addition, the consumption tax paid for imported heavy oil is to be refunded if it is used for producing ethylene and aromatics products. Given all the Group’s purchased heavy oils are, or are to be, used for the production of ethylene and aromatics products, the Group recognizes a consumption tax refund receivable when the consumption tax has been paid and the relevant heavy oils have been used for production. At September 30, 2013 and December 31, 2012, the Group recorded an estimated consumption tax refund amounting to approximately $31.1 million and $51.3 million, respectively.

Refunds of approximately $8.6 million and $5.4 million were received in September and October 2013, respectively, and a refund of $8.15 million is expected to be approved and received in November 2013.

5 OTHER CURRENT ASSETS

Other current assets consist of the following:

	September 30 2013		December 31, 2012
	($’000)		$(’000)
	(Unaudited)
VAT recoverable	$	49,468	$	31,751
Customs deposits for imported inventories		5,777		21,648
Other		4,755		2,921

	$	60,000	$	56,320

Management estimates the deductible input VAT using vendor contracts, engineering and other estimates, as well as historical experience. Approximately $2.3 million and $2.2 million were included in non-current assets as of September 30, 2013 and December 31, 2012, respectively.

Customs deposits for imported inventories represent amounts paid to the local customs office in connection with the import of raw materials inventories. Upon approval by the customs authorities, these amounts become refundable by the local tax authority and are reclassified as consumption tax refund receivable (Note 4).

6 SHORT-TERM BANK BORROWINGS

Short-term bank borrowings consist of the following:

	September 30, 2013		December 31, 2012
	($’000)		($’000)
	(Unaudited)

Bank borrowings-secured/guaranteed	$	416,131	$	295,146

As of September 30, 2013, short−term bank borrowings carried a weighted average interest rate of 5.86% (2012: 6.21%) for bank loans in RMB; and a weighted average interest rate of 2.72% (2012: 3.97%) for bank loans in USD, and had maturity terms ranging from two to twelve months and interest rates ranging from 1.0% to 7.2% (2012: 1.37% to 7.93%).

As of September 30, 2013, approximately $23 million included in short term bank borrowings was payable to Shanghai Pudong Development Bank, and was secured by a one-year fixed term deposit and pledged deposits with a carrying amount of $16 million. In addition, as of September 30, 2013, $77 million payable to Bank of China was secured by a one-year fixed term deposit with a carrying amount of $92 million; $54 million payable to China Construction Bank was secured by a one-year fixed term deposit with a carrying amount of $54 million; $3 million payable to Agricultural Bank of China was secured by a one-year fixed term deposit with a carrying amount of $3 million; $3 million payable to Bank of Shanghai was secured by a one-year fixed term deposit with a carrying amount of $3 million; $7 million payable to Bank of Communication was secured by a one-year fixed term deposit with a carrying amount of $7 million; and $5 million payable to Guangdong Development Bank was secured by a one-year fixed term deposit with a carrying amount of $5 million. Furthermore, $22 million payable to Pin An Bank was secured by a one-year fixed term deposit with a carrying amount of $23 million; $8 million payable to the Bank of Ningbo was secured by a one-year fixed term deposit with a carrying amount of $10 million; $19 million payable to China Merchant Bank was secured by a one-year fixed term deposit with a carrying amount of $19 million. Among the rest of the Group's short-term borrowing, as of September 30, 2013, $171 million was guaranteed by related party and third-party entities and individuals, and $24 million was secured by the Group’s land, buildings and equipment with a carrying amount of $92 million.

7 Series B and Warrant Extension

The Company and Dragon State Limited (“Dragon State”), the sole holder of the Series B Convertible Preferred Stock and the majority holder of the Series C Warrants and Series D Warrants, entered into a Tolling Agreement, dated September 24, 2013 (the “Tolling Agreement”), Pursuant to the Tolling Agreement, all periods of limitation, repose and laches which are or may be applicable to any or all claims and remedies at contract, tort and statute, including but not limited to all claims arising out of the Securities Purchase Agreement dated September 28, 2010 and out of Dragon State’s purchase of the securities of Keyuan, whether described therein or not (collectively, “Tolled Claims”), that Dragon State has or may have against the Company and its Chairman of the Board and Chief Executive Officer, Mr. Tao, are tolled and suspended as of September 8, 2013 through and including September 28, 2014.

Together with the Tolling Agreement, the Company and Dragon State International agreed to amend certain terms in the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock, the Series C Warrants and the Series D Warrants (the “Amendments”), which were issued pursuant to the Securities Purchase Agreement dated September 28, 2010.

Pursuant to the Amendments, i) the date of Maturity (a.k.a. the date of Mandatory Conversion) of Series B Convertible Preferred Stock was extended from September 28, 2013 to September 28, 2014; ii) the term of Series C Warrant was extended from three years to four years and expire on September 28, 2014; and iii) the term of Series D Warrant was extended from three years to four years and expire on September 28, 2014.

The Company considered the fair value of the Series B Convertible Preferred Stock, the Series C Warrants and the Series D Warrants immediately before and after the Amendments and determined that the Amendments constitute modification of the Series B Convertible Preferred Stock, the Series C Warrants and the Series D Warrants, resulting in the transfer of value from the Company’s common shareholders to the Series B Preferred shareholders. The estimated fair value of the value transferred is approximately $548,000 and is reflected as a deemed dividend in the Statement of Comprehensive Income for the three and nine months ended September 30, 2013.

The fair value was estimated as of September 24, 2013 (date of modification) using the Black Scholes option-pricing model utilizing the following assumptions: stock price of $0.70 per share; no dividends; a risk free rate of 0.1%, which equals the one -year yield on Treasury bonds at constant (or fixed); and volatility of 126.36%.

8 SHARE-BASED PAYMENTS

(a) Employee stock option grants

The Board of Directors has approved the Company’s 2010 Equity Incentive Plan (the “Plan”). The maximum number of shares of common stock of the Company issuable pursuant to the Plan is 6,000,000 shares. The Plan shall be administered by the Board; provided however, that the Board may delegate such administration to a Plan Committee (the “Committee”).

Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to determine the type or types of awards to be granted to each participant under the Plan. The exercise price of options to purchase shares of the Company’s common stock granted under the Plan shall be determined by the Board or the Committee, provided, however that the exercise price of any incentive stock option shall not be less than 100% of the fair market value of a share on the date of grant. The term of each option shall be fixed by the Board or the Committee, provided that no incentive stock option shall have a term greater than 10 years.

On January 1, 2013, the following stock options were outstanding:

(i) 3,000,000 stock options to certain senior management employees with a contractual term of 5 years. The exercise price of these stock options is $4.20 per share and the grant-date fair value of these stock options amounted to approximately $3.3 million. A total of 2,810,000 stock options vest over three years as follows: 30% shall vest and become exercisable one year after grant date, 40% shall vest and become exercisable two years after grant date, and 30% shall vest and become exercisable three years after grant date. For the remaining 190,000 stock options: 40% shall vest and become exercisable one year after grant date and 60% shall vest and become exercisable two years after grant date.

(ii) 80,000 stock options to two independent directors with contractual terms of 5 years. The exercise price of these stock options is $4.20 per share and the grant-date fair value of these stock options amounted to approximately $0.1 million. A total of 40,000 options shall vest and become exercisable one year after the grant date and the remaining 40,000 options shall vest and become exercisable two years after the grant date, provided that the independent directors are re-elected for successive one year terms one year after the stock options issuance date.

(iii) 700,000 stock options to employees with a contractual term of 5 years. The exercise price of these stock options was $4.50 per share and the grant-date fair value of these stock options amounted to approximately $1.3 million. These stock options vest over three years as follows: 30% shall vest and become exercisable one year after the grant date, 40% shall vest and become exercisable two years after the grant date and 30% shall vest and become exercisable three years after the grant date. 600,000 of these stock options were cancelled. As compensation for such cancellation, the Company committed to pay these employees incremental cash payments during the period through August 2013. The fair value of the committed cash payment at the date of commitment was approximately $0.4 million and no incremental compensation cost resulted from the cancellation of these stock options. Included in accrued expenses and other payables are approximately $0.1 million and $0.3 million representing the liability related to the committed cash payment as of September 30, 2013 and December 31, 2012, respectively.

There were no share options granted during the nine months ended September 30, 2013.

There is no unrecognized compensation cost related to employee stock options as of September 30, 2013.

9 COMMITMENTS AND CONTINGENCIES

(a) Contingencies

In connection with the shipping of finished products, inaccurate product information was previously provided to the PRC Port authority. In addition, through March 31, 2011, Ningbo Keyuan failed to withhold income tax of approximately $50,000 from payments to certain external service providers and employees. In consultation with PRC legal counsel, management has evaluated the contingencies associated with the provision of inaccurate information and expects that the penalty, if any, will not be significant and will not have a material impact on the consolidated financial statements.

In addition, the Group had outstanding Letter’s of Credit as of September 30, 2013 of approximately $174 million.

10 INCOME TAXES

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company’s effective income tax rate for the three months and nine months ended September 30, 2013 was approximately 32% and 36%.

The Company’s actual income tax rate for the nine months ended September 30, 2013 was approximately 36%. The Company paid income taxes of approximately $0.4 million and $3.5 million, respectively, during the three months and nine months ended September 30, 2013.

11 EARNING (LOSS) PER SHARE

The following table sets forth the computation of diluted earnings per share:

	Three months ended September 30					Nine months ended September 30
	2013		2012			2013		2012
	$(’000)		$(’000)			$(’000)		$(’000)
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Basic earnings per share:
Net income (loss) attributable to Keyuan
Petrochemicals, Inc. common stockholders	$	2,243	$	(6,938	)	$	4,664	$	(4,030	)
Fixed dividends to Series B convertible
Preferred stockholders		548		-			548		-

Net income (loss) contributable to Keyuan
Petrochemicals Inc. stockholders	$	2,791	$	(6,938	)	$	5,212	$	(4,030	)

Weighted average common share
(Denominator for basic income per share)		57,646,160		57,646,160			57,646,160		57,646,160

Effect of diluted securities:
-Series B convertible preferred stock		5,333,340		-			5,333,340		-
		62,979,500		57,646,160			62,979,500		57,646,160
Basic net income (loss) per share:	$	0.04	$	(0.12	)	$	0.08	$	(0.07	)
Diluted net income (loss) per share:	$	0.04	$	(0.12	)	$	0.08	$	(0.07	)

The following table represents the warrants and options excluded from the calculation of diluted earnings per share:

	September 30, 2013		September 30, 2012

Warrants		4,396,118		4,396,118
Options		3,490,000		3,490,000

12 FAIR VALUE MEASUREMENTS

The Company did not have any assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2013 and 2012.

The fair values of cash, pledged bank deposits, bills receivable, accounts receivable, short-term bank borrowings, bills payable, and accounts payable approximate their respective carrying amounts due to their short-term nature. Amounts due to related parties are not practicable to estimate due to the related party nature of the underlying transactions.

13 SIGNIFICANT CONCENTRATIONS AND RISKS

At September 30, 2013 and December 31, 2012, the Group held cash and pledged bank deposits in financial institutions of approximately $377 million and $225 million, respectively. They were primarily held in major financial institutions located in mainland China and the Hong Kong Special Administrative Region, which management believes have high credit ratings.

During the three and nine months ended September 30, 2013, no sales to individual customers exceeded 10% of the Group’s total net revenues. Sales which individually exceeded 10% of the Group’s total net revenue for the three and nine months ended September 30, 2012, were as follows:

Three months ended September 30, 2012
Largest Customers	Amount of Sales		% Total Sales
	($’000)		($’000)
	(Unaudited)		(Unaudited)
Customer A	$	25,074		15	%
Customer B	$	19,206		12	%

Nine months ended September 30, 2012
Largest Customers	Amount of Sales		% Total Sales
	($’000)		($’000)
	(Unaudited)		(Unaudited)
Customer A	$	77,871		15	%

Customer A is Ningbo Kunde Petrochemical Co. ltd. (Note 14(B)).

The Group currently buys a majority of its heavy oil, an important component of its products, from three suppliers, all of whom are unrelated third parties. Although there are a limited number of suppliers of the particular heavy oil used in production, management believes that other suppliers could provide similar heavy oil on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would affect operating results adversely. Purchases (net of VAT) from the largest three suppliers for the three months ended September 30, 2013 and 2012 were approximately $102 million and $117 million, respectively. These purchases both represented 77% of all of the Group’s purchases for each of the three months ended September 30, 2013 and 2012. Purchases (net of VAT) from the largest three suppliers for the nine months ended September 30, 2013 and 2012 were $349 million and $373 million, respectively. These purchases represented 79% and 76%, respectively, of all of the Group’s purchases for the nine months ended September 30, 2013 and 2012. The Group’s largest supplier accounted for approximately $81 million and $87 million, or 61% and 58% of total purchases for the three months ended September 30, 2013 and 2012, respectively. The Group’s largest supplier accounted for approximately $270 million and $325 million, or 61% and 66% of total purchases for the nine months ended September 30, 2013 and 2012, respectively.

The Group commenced trading of heavy oil in April 2013. For the three months ended September 30, 2013, the trading of heavy oil consists of purchases of approximately $142.3 million, and sales of approximately $141.7 million, resulting in a trading loss of $0.6 million which is recorded in other income/expense. For the nine months ended September 30, 2013, trading of heavy oil consists of purchases of approximately $282 million, and sales of approximately $281 million, resulting in a trading loss of $1 million.

In addition, the Group had short-term financings from its largest supplier from June to December 2012, which was fully repaid in May 2013. Management is not currently aware of any terms of letters of credit with banks which may be violated as a result of the supplier providing us with short-term financings.

The Group’s operations are carried out in the PRC. Accordingly, the Group’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, as well as by the general state of the PRC’s economy. The business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among other things.

14 RELATED PARTY TRANSACTIONS AND RELATIONSHIPS AND TRANSACTIONS WITH CERTAIN OTHER PARTIES

(A) Related Party Transactions

The Company considers all transactions with the following parties to be related party transactions.

Name of parties		Relationship
Mr. Chunfeng Tao		Majority stockholder

Mr. Jicun Wang		Principal stockholder

Mr. Peijun Chen		Principal stockholder

Ms. Sumei Chen		Member of the Company’s Board of Supervisors and spouse of Mr. Wang

Ms. Yushui Huang		Vice President of Administration, Ningbo Keyuan

Ningbo Pacific Ocean Shipping Co., Ltd (Ningbo Pacific)		100% ownership by Mr. Wang

Ningbo Xinhe Logistic Co., Ltd (Ningbo Xinhe)		10% ownership by Ms. Huang

Ningbo Hengfa Metal Product Co., Ltd (Ningbo Hengfa, former name “Ningbo Tenglong”)		100% ownership by Mr. Chen

Ningbo Kunde Petrochemical Co, Ltd. (Ningbo Kunde)		Mr. Tao’s mother was a 65% nominee shareholder for Mr. Miao Hu, a third party through September 2011

Related party transactions and amounts outstanding with the related parties as of and for the three and nine months ended September 30, 2013 and 2012, are summarized as follows:

	Three months ended September 30				Nine months ended September 30
	2013		2012		2013		2012
	($’000)		($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Purchase of transportation services (a)	$	-	$	1,011	$	1,045	$	2,675
Guarantee for bank borrowings (b)	$	-	$	34,399	$	-	$	34,399
Loan guarantee fee (b)	$	43	$	103	$	85	$	307

	September 30, 2013		December 31, 2012
	($’000)			($’000)
	(Unaudited)
Amounts due from related parties (c)	$	1,113	$	40
Amounts due to related parties(d)	$	-	$	479

(a)

The Group purchased transportation services of $nil and approximately $1.0 million from Ningbo Xinhe during the three months ended September 30, 2013 and 2012, respectively. The Group purchased transportation services of approximately $1.1 million and $2.7 million from Ningbo Xinhe during the nine months ended September 30, 2013 and 2012, respectively.

(b)	Guarantees for Bank Loans

Guarantees for bank loans provided by related parties during the three and nine months ended September 30, 2013 and 2012 are as follows:

	Guarantee provided during the three months ended September 30,				Guarantee provided during the nine months ended September 30,
	2013		2012		2013		2012
	($’000)		($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Mr. Tao	$	-	$	16,645	$	-	$	16,645
Jicun Wang and Sumei Chen		-		17,754		-		17,754
Ningbo Pacific		-		-		-		-
Total	$	-	$	34,399	$	-	$	34,399

	Bank loans Guaranteed as of
	September 30, 2013		December 31, 2012
	($’000)		($’000)
	(Unaudited)
Jicun Wang and Sumei Chen	$	-	$	13,054
Ningbo Pacific		28,927		25,426
Total	$	28,927	$	38,480

Beginning in 2011, loan guarantee fees of 0.3% of the loan principal guaranteed are to be paid quarterly. Loan guarantee fees to Ningbo Pacific were $0.04 million and $0.09 million for the three and nine months ended September 30, 2013, respectively. Loan guarantee fees to Ningbo Hengfa and Ningbo Pacific were $0.03 million and $0.07 million, respectively, and $0.1 million and $0.21 million, respectively, for the three and nine months ended September 30, 2012.

	September 30, 2013		December 31, 2012
	($’000)
	(Unaudited)
Mr. Chunfeng Tao	$	49	$	40
Ningbo Xinhe (prepaid transportation expenses)		1,064
Total	$	1,113	$	40

(d) Amounts due to related parties consist of the following.

	September 30, 2013		December 31, 2012
	($’000)		($’000)
	(Unaudited)
Ningbo Xinhe	$	-	$	479

(B) Relationships and transactions with certain other parties

The Group has following relationships and transactions with certain other parties:

Name of parties		Relationship
Ningbo Litong Petrochemical Co., Ltd (Ningbo Litong)		Former 12.75% nominee shareholder of Ningbo Keyuan

Ningbo Anqi Petrochemical Co., Ltd (Ningbo Anqi)		A related party through September 2011 when control transferred

Ningbo Kewei Investment Co., Ltd. (Ningbo Kewei)		A related party through September 2011 when control transferred

Ningbo Kunde Petrochemical Co, Ltd. (Ningbo Kunde)		A related party through September 2011 when control transferred

Transactions and amounts outstanding with these parties for the three months ended September 30, 2013 and 2012 were summarized as follows:

	Three months ended September 30				Nine months ended September 30
	2013		2012		2013		2012
	($’000)		($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Sales of products (e)	$	8,982	$	25,074	$	59,324	$	95,033
Purchase of raw materials (f)	$	10,118	$	17,183	$	44,968	$	39,522
Guarantee for bank borrowings (g)	$	65,526	$	51,043	$	159,511	$	212,615
Loan guarantee fees (g)	$	643	$	374	$	1,728	$	1,116

	September 30, 2013		December 31, 2012
	($’000)		($’000)
	(Unaudited)
Amounts due from these parties(h)	$	8,061	$	28,028
Advance payments to these parties (i)	$	26,866	$	-
Advance Received from these parties (j)	$	32	$	-

(e) For the three months ended September 30, 2013, the Group sold finished products of approximately $5.1 million and $3.9 million to Litong and Kunde, respectively. For the three months ended September 30, 2012, the Group sold finished products of approximately $25 million to Kunde. For the nine months ended September 30, 2013, the Group sold finished products of approximately $17.1 million, $42 million and $0.2 million to Litong, Kunde and Kewei, respectively. For the nine months ended September 30, 2012, the Group sold finished products of approximately $17 million and $78 million to Litong and Kunde, respectively.

(f) During the three months ended September 30, 2013, the Group purchased raw materials of approximately $0.01 million and $10 million from Kunde and Kewei, respectively. During the three months ended September 30, 2012, the Group purchased raw material of $16.9 million and $0.3 million from Ningbo Litong and Ningbo Kunde, respectively. During the nine months ended September 30, 2013, the Group purchased raw materials of approximately $2.7 million and $42.3 million from Kunde and Kewei, respectively. During the nine months ended September 30, 2012, the Group purchased raw materials of approximately $26 million and $13 million from Ningbo Litong and Ningbo Kunde, respectively.

(g) Guarantees for Bank Loans

	Guarantee provided during the three months ended September 30,				Guarantee provided during the nine months ended September 30,
	2013		2012		2013		2012
	($’000)		($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Ningbo Litong	$	54,768	$	16,645	$	116,696	$	67,252
Ningbo Kewei		10,758		34,399		42,815		145,363
Total	$	65,526	$	51,044	$	159,511	$	212,615

	Bank loans Guaranteed as of
	September 30, 2013		December 31, 2012
	($’000)		($’000)
	(Unaudited)
Ningbo Litong	$	90,183	$	30,710
Ningbo Kewei		91,634		122,651
Total	$	181,817	$	153,361

Beginning in January 2011, loan guarantee fees of approximately 0.3% of the loan principal guaranteed after January 2011 are to be paid quarterly. Guarantee fees paid to Litong and Kewei were approximately $0.31 million and $0.33 million, respectively, for the three months ended September 30, 2013. In the three months ended September 30, 2012, loan guarantee fees were $0.19 million and $0.19 million to Ningbo Litong and Ningbo Kewei, respectively. Guarantee fees paid to Ningbo Litong and Ningbo Kewei were approximately $0.78 million and $0.95 million, respectively, for the nine months ended September 30, 2013. In the nine months ended September 30, 2012, loan guarantee fees were $0.56 million and $0.55 million, respectively, for Ningbo Litong and Ningbo Kewei.

(h) At September 30, 2013, amounts due from certain other parties consist of amounts due from Litong and Kunde of $4.2 million and $3.9 million, respectively.

(i) At September 30, 2013, advance payments to these parties consist of payments to Litong and Kewei of $7.6 million, and $19.3 million, respectively.

(j) At September 30, 2013, advances received from these parties consist of amounts received from Kewei of $0.03 million.

15 CONSOLIDATED SEGMENT DATA

Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating information in the following two segments:

(a) Petrochemicals Segment: Manufacturing and sales of mixed light aromatics, mixed heavy aromatics, fine propylene, propane, butane, liquefied petroleum gas (LPG), methyl tert-butyl ether, styrene, etc.

(b) Rubber Segment: Manufacturing and sales of various rubber products.

Beginning October 2012, the Company had two operating segment, the Petrochemicals Segment and Rubber Segment. The segment information in the following tables reflects the establishment of the Rubber Segment for the three and nine months ended September 30, 2013.

	Three months ended September 30, 2013
	Petrochemical		Rubber		Total
	($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	128,542	$	21,744	$	150,286
Income from operations	$	5,467		926	$	6,393
Total assets	$	777,449	$	108,582	$	886,031

	Nine months ended September 30, 2013
	Petrochemical		Rubber		Total
	($'000)		($'000)		($'000)
	(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	388,301	$	65,474	$	453,775
Income from operations	$	3,011	$	8,518	$	11,529
Total assets	$	777,449	$	108,582	$	886,031

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and result of operations contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of the other reports we file with the Securities and Exchange Commission. Actual results may differ materially from those contained in any forward-looking statements.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the financial statements of Keyuan for the nine months ended September 30, 2013 and 2012 and should be read in conjunction with such financial statements and related notes included in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as amended.

Overview

Operating through our wholly-owned subsidiaries, Ningbo Keyuan Plastics Co., Ltd. (“Ningbo Keyuan”), Ningbo Keyuan Petrochemicals Co., Ltd (“Ningbo Keyuan Petrochemicals”), Keyuan Synthetic Rubbers Co., Ltd (“Keyuan Synthetic Rubbers”) and Guangxi Keyuan Co., Ltd (“Guangxi Keyuan”), our operations include (i) a production facility with an annual petrochemical production capacity of 720,000 metric tons (MT) of a variety of petrochemical products, (ii) facilities for the storage and loading of raw materials and finished goods, and (iii) a manufacturing technology that can support our manufacturing process with relatively low raw material costs and high utilization and yields, all of which are led by a management team consisting of petrochemical experts with proven track records from some of China’s largest state-owned enterprises in the petrochemical industry.

Due to China’s growing demand for refined petrochemical products, we expanded our annual production capacity from 550,000 MT to 720,000 MT in April 2011. We also completed the construction of a Styrene-Butadience-Styrene (the “SBS”) production facility with an annual production capacity of 70,000 MT in September 2011 and began initial trial production in October and November 2011. One SBS production line began commercial production in December 2011 and the second line began commercial production in August 2012.

In January 2012, we signed a cooperation agreement with Fangchenggang City to build a new petrochemicals production facility, Guangxi Keyuan New Materials Industrial Park, in Guangxi Province (the "Guangxi Project"). Once the facility is fully operational, it is expected to have an annual production capacity of 400,000 metric tons of Acrylonitrile Butadiene Styrene ("ABS") and related products. On August 9, 2013, we received approval for the Guangxi Project from the local government of Fangchengang City. On August 28, 2013, the project’s opening ceremony was held to officially announce the commencement of engineering and building construction for the project. The preliminary investigation for foundation piling was completed at the end of October, and we are in the process of land leveling which we expect to complete by the end of 2013. We expect that the construction of facilities and piping lines’ installation will be completed by the end of 2014 if the work progresses according to the current schedule.

Our organization chart is as follows:

Our Facility and Equipment

Facility

As of September 30, 2013, we have invested a total of approximately $ 44.8 million in the construction and improvement of our production facility. Our current production facility encompasses approximately 1.3 million square feet, including 594,000 square feet for production and 19,500 square feet for laboratories and offices. We also acquired the land use right of an additional 1.2 million square feet of land in August 2010 for our future expansion.

We have a total of 100,000 MT of storage capacity, consisting of 50,000 MT of storage capacity for raw materials and 50,000 MT for finished products. As a part of our expansion plan, we intend to add 50,000 MT of new storage capacity in 2013, after which our total storage capacity will be 150,000 MT. We began the first phase of construction of the new storage capacity in August 2012, and approximately 34,000 MT of new capacity has been completed through June 2013. The installation of pilings and pumps for storage tanks was completed at the end of October 2013. The project is currently in the anti-rust treatment and heating insulation stage.

We have an on-site ocean shipping dock with 5,000 MT of shipping capacity and a 10-truck loading facility. Approximately 90% of our feedstock and finished products use this shipping dock. We also have adjacent access to another shipping dock with an additional 50,000 MT of shipping capacity.

Equipment

Our major processing equipment includes the following:

●	Heavy oil catalytic pyrolysis processing equipment - risers/generators/precipitators, fuel gas boilers, fractionating tower, absorbing re-absorbing and desorbing towers, heat exchangers, pumps, and a stabilizing tower;

●	Gas fractionation processing equipment - de-propanizing tower, refining propylene tower, de-ethanizination tower, heat exchangers, and pumps;

●	Ethylbenzene processing equipment - alkylation reactor, anti-alkylation reactor, dehydrogenation reactor, propylene absorbing tower, de-ethylene tower, ethylbenzene recovering tower, heating furnace for benzene, heating furnace for gas, steam overheating furnace, tail gas compressor, and washing tower; and

●	Liquefied petroleum gas (LPG) and sulfur recovery process - LPG desulfurization extraction tower, dry gas desulfurization tower, regenerating tower, and LPG de-mecaptan extraction tower.

Our Products

We manufacture and supply a variety of petrochemical products, including BenzeneToluene-Xylene Aromatics (BTX Aromatics), propylene, styrene, liquid petroleum gas (LPG), Methyl Tertiary Butyl Ether (MTBE), Styrene butadiene styrene (SBS), and other petrochemicals, each of which is described below:

●	BTX Aromatics: consists of benzene, toluene, xylene and other chemical components used for further processing into plastics, gasoline and solvent materials widely used in paint, ink, construction coating and pesticide;
●	Propylene: a chemical intermediate which is one of the building blocks for an array of chemical and plastic products that are commonly used to produce polypropylene, acrylonitrile, oxo alcohols, propylene oxide, cumene, isopropyl alcohol, acrylic acid and other chemicals for paints, household detergents, automotive brake fluids, indoor/outdoor carpeting, textile, insulating materials, auto parts and electrical appliances;
●	Styrene: a precursor to polystyrene and several copolymers widely used for packaging materials, construction materials, electronic parts, home appliances, household goods, home furnishings, toys, sporting goods and other products;
●	LPG: a mixture of hydrocarbon gases used as fuel in heating appliances and vehicles. A replacement for chlorofluorocarbons as an aerosol propellant and a refrigerant which reduces damage to the ozone layer;

●	MTBE & Other Chemicals: MTBE, oil slurry, sulphur and others which are used for a variety of applications including fuel components, refrigeration systems, fertilizers, insecticides and fungicides; and

●	Styrene butadiene styrene (SBS): a thermoplastic elastomer with features similar to rubber, widely used in the manufacture of resin, shoes, tape, tubes and asphalt.

Production Capacity and Expansion

Our annual designed manufacturing capacity was 550,000 MT of a variety of petrochemical products at the end of 2010. We upgraded the catalytic pyrolysis processing equipment used in our production facilities to expand the capacity from 550,000 MT to 720,000 MT. The capacity expansion project started in March 2011 and was completed in April 2011.

In September 2011, we completed building a new facility designed to produce Styrene-Butadience-Styrene (the “SBS”), one of the Styreneic Block Copolymers. SBS is a product with higher product margin with significant applications in the footwear, adhesive, polymer modification and modified asphalt industries. The SBS facility was built on part of the 1.2 million square feet of land for which we obtained the right of use in August 2010. The construction started in September 2010 and was completed as scheduled in September 2011. One SBS production line began commercial production in December 2011 and the second line began commercial production in August 2012. The designed capacity of the SBS facility allows for production of up to 70,000 MT per year. We adjusted the planned production capacity to 58,000 MT in 2013, considering market conditions, the supply of raw materials and the routine maintenance that takes place every two years. The SBS facility achieved an 81% utilization rate for the nine months ended September 30,2013, and generated approximately $65.5 million in sales and $9.3million in profit.

The following chart depicts our main product’s production capacity for nine months ended September 30, 2013:

Breakdown of the total capability of 413,655 MT for main products for the nine months ended September 30, 2013

Other than the utilization rate for SBS facility discussed above, the utilization rates for our other facilities are as follows:

●	styrene production: 71%;

●	propylene: 71%;

●

LPG: 90%;

●	BTX Aromatic: 91%; and

●	MTBE & others: 60%

Most of our facilities have been operating since 2009, so the current utilization rates for each product (except for the newly developed SBS) has been optimized to achieve stable output, less raw material cost and less equipment maintenance. We also made slight adjustments to the utilization rate for the BTX Aromatic facility to reduce the output to achieve more stable production conditions. We have been working on existing equipment upgrades to achieve increased stabilized production. However, in order to develop our business to meet increasing customer demands, optimizing the utilization rates for our current facilities is not adequate to achieve our goals. More specifically, the increasing market demand in tire and auto parts has resulted in increasing market demand for styrene, ABS and SSBR; and higher requirements related to environmental protection imposed by the PRC government has led to higher demand for transformer oil and catalytic cracking oil. Based on these market trends, rather than focusing on optimizing our current utilization rates for our different facilities, we have been focusing on the following improvements to our infrastructure to expand our manufacturing capacity:

an ABS production facility in Guangxi Province, which will have an annual production capacity of 400,000 MT of ABS. The Company began pre-construction activities in February 2012, as of the date of this filing, we are currently in the process of doing land leveling. The first phase is expected to be completed by the fourth quarter of 2014;

an oil catalytic cracking processing facility as an extension of our catalytic pyrolysis processing equipment, as well as the feed way of the main raw materials to produce synthetic rubber. This facility can reduce production costs and the market risk in the purchase of raw materials, and improve the stability and efficiency of project production to 200,000 MT of heavy oil per year;

an increased annual design capacity of our ethylene-styrene facility from 80,000 MT to 200,000 MT, of which 120,000 MT can be used for producing synthetic materials and 80,000 MT can be sold to downstream petrochemical companies. This facility can be considered the bridge between original products and high-value added products and will complete the integration of internal resources;

a transformer oil facility using hydrogen from the ethylene-styrene facility to complete a double hydrogenation process on original products (BTX Aromatic) for refining transformer oil, and producing high value transformer oil with a design capability of 100,000 MT per year; Construction of the main facility column was completed at the end of October 2013, and we are aiming to finish the assembly and installation by the end of 2013; and

an SSBR (Solution Polymerized Styrene Butadiene Rubber) production facility with a design capability of 150,000 MT per year, that will use its own production process technology in synthetic rubber, combining styrene and butadiene, to produce SSBR. This product can be used as raw materials for tires, instead of imported hexakis (methoxymethy) melamine (“HMMM”).

We registered our catalytic oil processing facility and transformer oil plant with the Ningbo local government in February 2013. The foundation piling work was completed in July 2013 and as of the date of this filing we have also completed construction of the main body of the facility and 40% of pipe installation. We expect the overall catalytic oil processing facility to be completed by the end of 2013, and to commence operations in January 2014, at which time we will be able to produce medical use and edible products such as tubes and chewing gum.

The total estimated cost of processing equipment for product refinement and the SSBR production facility is approximately $149.3 million, including $49.8 million for processing equipment and $99.5 million for the SSBR production facility. We are currently going through the design phase of the ABS production facility and estimating the related costs. Upon full completion of our expansion, our total production capacity will reach 2,443,000 MT per year including, but not limited to, our current petrochemical production of 720,000 MT, styrene of 200,000 MT, catalytic cracking oil of 200,000 MT, ABS of 400,000 MT, SSBR of 150,000 MT and transformer oil of 100,000 MT. The following chart depicts the breakdown of our planned production capacity of 2,443,000 MT.

Capacity Breakdown after expansion projects (a total of 2,443,000 MT)

We are currently evaluating the timeline for our expansion projects. Our current estimate is as follows:

Expansion Project		Expected Completion Date
Oil Catalytic Processing Facility		End of Q4, 2013
Ethylene-Styrene Facility		End of Q4, 2014
Transformer Oil Facility		End of Q4, 2014
SSBR production facility		End of Q4, 2015
ABS Production Facility		End of Q4, 2014

Manufacturing and Sales

Our total production of finished products was 135,810 MT for the three months ended September 30, 2013, and we generated $ 150 million in revenue based on the sale of 129,066 MT of petrochemical products.

Our total production of finished products was 413,655 MT for the nine months ended September 30, 2013, and we generated $ 454 million in revenue based on the sale of399,645 MT of petrochemical products.

Results of Operations

The following table sets forth information from our statements of comprehensive income for the three and nine months ended September 30, 2013 and 2012.

Comparison of the three and nine months ended in September 30, 2013 and 2012 (in thousands)

	For the three months						Year to Year Comparison						For the nine months						Year to Year Comparison
	Ended September 30,						Increase			Percentage			Ended September 30,						Increase			Percentage
	2013			2012			/(Decrease)			change			2013			2012			/(Decrease)			change

Sales	$	150,286			164,347			(14,061	)		(8.6	)%		453,775			532,098			(78,323	)		(14.72	)%

Cost of sales		140,030			160,472			(20,442	)		(12.74	)%		432,389			512,330			(79,941	)		(15.60	)%

Gross profit		10,256			3,875			6,381			164.67	%		21,386			19,768			1,618			8.18	%

Operating expenses
Selling expenses		466			251			215			85.66	%		869			892			(23	)		(2.58	)%
General and administrative expenses		3,397			2,127			1,270			59.71	%		8,988			7,394			1,594			21.56	%
Total operating expenses		3,863			2,378			1,485			62.45	%		9,857			8,268			1,589			(19.22	)%

Income from operations		6,393			1,497			4,896			327.05	%		11,529			11,482			47			0.41	%

Other income (expenses):
Interest income:		2,461			1,519			942			62.01	%		6,363			4,341			2,022			46.58	%
Interest expense		(4,481	)		(5,864	)		1,383			(23.58	)%		(14,601	)		(13,173	)		(1,428	)		10.84	%
Foreign exchange gain (loss), net		1,044			331			713			215.41	%		(7,249	)		(33	)		(7,216	)		21866.67	%
Non-operating income (expenses)		(1,342	)		(5,439	)		4,097			(75.33	)%		(2,437	)		(5,656	)		3,219			(56.91	)%
Total other (expenses) Income		(2,318	)		(9,453	)		7,135			(75.48	)%		(3,426	)		(14,521	)		11,095			(76.41	)%

Income (loss) before income taxes		4,075			(7,956	)		12,031			(151.22	)%		8,103			(3,039	)		11,142			(366.63	)%
Income tax expense		1,284			(1,018	)		2,302			(226.13	)%		2,891			991			1,900			191.73	%
Net Income(Loss)		2,791			(6,938	)		9,729			(140.3	)%		5,212			(4,030	)		9,242			(229.33	)%
Other comprehensive income
Foreign currency translation adjustment		538			(827	)		1,365			(165.05	)%		2,170			(697	)		2,867			(411.33	)%
Comprehensive income (loss)	$	3,329		$	(7,765	)	$	11,094			(142.87	)%	$	7,382		$	(4,727	)	$	12,109			(256.17	)%

Sales: Our sales for the three months ended September 30, 2013 were approximately $150 million, compared to $164 million for the three months ended September 30, 2012, a decrease of $14 million, or 8.6 %. The decrease was mainly due to lower sales quantities as a result of the 40-day production interruption in the quarter ended June 30, 2013. It takes a short period of time for the facilities and equipment to reach to their optimum conditions after routine maintenance. We sold 129,066 tons of petrochemical and rubber products at an average price of $1,094 and $1,888 per metric ton, respectively, in the three months ended September 30, 2013, compared to 155,249 metric tons of petrochemical products and rubber products at an average price of $982 and $2,423 per metric ton, respectively, in the three months ended September 30, 2012. The average sales price for petrochemical products for the three months ended September 30, 2013 increased by approximately 11% compared to the same period of 2012. Petrochemical segment revenues for three months ended September 30, 2013 account for 86% of the total revenue. Although the average selling price for petrochemical products during the three months ended September 30, 2013 is higher than the same period in 2012, the overall quantity of products sold decreased by 15%, which caused total sales for the three months ended September 30, 2013 to decline.

Sales for the nine months ended September 30, 2013 were approximately $454 million, compared to $532 million for the nine months ended September 30, 2012, a decrease of $78 million, or 14.7%. The decrease in revenue was due to the 40-day facilities interruption for the routine inspection and maintenance in the quarter ended June 30, 2013, which maintenance is normally performed in every two years. The average selling prices for petrochemical products and rubber products for the nine months ended September 30, 2013 were $1,059 and $2,142 per ton, respectively, compared with selling prices of $ 1,043 for petrochemical and $ 2,512 for rubber products in the same period in 2012. For the nine months ended September 30, 2013 sales in the petrochemical segment account for approximately 86% of total revenue. There was no significant change in the average selling prices for petrochemical products for the nine months ended September 30, 2013, of $1,059 per ton, compared to average selling prices of petrochemical products for the nine months ended September 30, 2012, of $1,043 per ton.

Cost of Sales: Our overall cost of sales was approximately $140 million for the three months ended September 30, 2013, or 93% of sales, as compared to the cost of approximately $160million, or 98% of sales for the three months ended September 30, 2012. Our cost of sales is primarily composed of the costs of direct raw materials (mainly heavy oil, benzene, butadiene and carbinol), labor, depreciation and amortization of manufacturing equipment and facilities, and other overhead. The decrease in the cost of sales was mainly due to the lower sales quantities due to the routine inspection and maintenance of our facilities in the quarter ended June 30, 2013.

Our overall cost of sales was approximately $432 million for the nine months ended September 30, 2013, or 95% of sales, as compared to approximately $512 million, or 96% of sales for the nine months ended September, 30, 2012. In the nine months ended September 30, 2013, our average cost of finished products was $1,075 per metric ton, as compared to $1,062 per metric ton in the nine months ended September 30, 2012, an increase of 1.2%. The decreased cost of sale and increased unit cost were due to the routine inspection and maintenance of our facilities in the quarter ended June 30, 2013, which led to lower production and higher maintenance costs.

Energy required for production of our products consists of water, electricity and steam, the costs of which are attributed to cost of sales rather than operating expense. The supply prices of these energy sources in China have historically been very stable as a result of PRC government policy. Accordingly, the potential impact of changing energy costs to our production is minimal. The following are the costs for water, electricity and stream for the nine months ended September 30, 2013 and 2012 (amounts in thousands):

	For the Nine Months Ended September 30
	2013 (Unaudited)		2012 (Unaudited)
Water		1,035		980
Electricity		9,855		7,527
Steam		1,506		1,498

Total energy cost was approximately $12,396 for the nine months ended September 30, 2013, which constitutes approximately 2.73 % of sales. Total energy cost was approximately $10,005 for the nine months ended September 30, 2012, which constitutes approximately 1. 88% of sales.

Gross Profit: Gross profit for the three months ended September 30, 2013 for the petrochemical segment and the rubber segment was approximately $9.1 million and $1.2 million, respectively, as compared to $3.3 million and $0.6 million, respectively, for the comparable period in 2012, an increase of approximately $6.4 million, or 164.7%. The increase was due to increases in selling prices in the petrochemical segment of approximately 11%, from $1,094 per MT for the three months ended September 30, 2013 compared with $982 per MT in the comparable period ended September 30, 2012, and the reduced cost of sales due to the routine inspection and maintenance.

Gross profit for the nine months ended September 30, 2013 for petrochemical segment and rubber segment was approximately $12.1 million and $ 9.3 million respectively, as compared to $15.6 million and $4.2 million, respectively, for the comparable period in 2012. Our total combined gross margin increased from 3.7% for the nine months ended September 30, 2012 to 4.7 % for the nine months ended September 30, 2013. The main reason for the increase in the gross margin is the higher average selling prices as discussed above.

Operating Expenses: Operating expenses, including selling expenses, and general and administrative expenses, were approximately $3.9 million, or 2.6% of sales for the three months ended September 30, 2013, as compared to $2.4 million, or 1.4% of sales for the comparable period in 2012, an increase of $1.5 million or 62.4 %. The increase was mainly due to the PRC government’s new water conservancy tax policy implementation in 2013, which tax is now 0.1% of sales instead of a previous maximum of $33,000, and increased staff welfare expenses and meals and entertainment expenses.

Operating expenses, including selling expenses, and general and administrative expenses, were approximately $9.9 million, or 2.2 % of sales for the nine months ended September 30, 2013, as compared to $8.3 million, or 1.6 % of sales for the comparable period in 2012, an increase of $1.6 million or 19 %. The increase was mainly due to general increases in welfare expenses and the PRC government’s new water conservancy tax policy implementation in 2013, which is now 0.1% of Sales instead of a previous maximum of $33,000.

Interest Income/Expense (net): For the three months ended September 30, 2013, interest income and interest expense were approximately $2.5 million and $4.5 million, respectively; as compared to interest income and interest expense of approximately $1.5 million and $5.9 million, respectively, for the comparable period in 2012. The increase in interest income was mainly due to increased deposits for bank loan, and the decrease in interest expense was mainly due to less discounting of bills in the period.

For the nine months ended September 30, 2013, the interest income and interest expense were approximately $6.4 million and $14.6 million, respectively; as compared to the interest income and interest expense of approximately $4.3 million and $13.2 million, respectively, for the comparable period in 2012. The increase in interest income and expense was mainly due to increased borrowings and deposits.

Net Income(Loss): Net Income was approximately $2.8 million for the three months ended September 30, 2013, as compared to net loss of approximately $6.9 million in the same period in 2012, an increase of $9.7 million, or 140%. This increase was mainly due to the higher gross profit for the three months ended September 30 2013, compared to the same period in 2012.

Net income was approximately $5.2 million for the nine months ended September 30, 2013, as compared to a net loss of approximately $4 million in the same period in 2012, an increase of $ 9.2 million, or 229%. This increase was mainly due to the increase in selling prices in 2013 compared to the same period in 2012.

Foreign Currency Translation Adjustment: Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Currency translation adjustments resulting from this process are included in accumulated other comprehensive income and amounted to $0.5 million for the three months ended September 30, 2013. The balance sheet amounts at September 30, 2013 and 2012, with the exception of equity, were translated at RMB 6.21272 and RMB 6.30835 to 1.00 U.S. dollar respectively. The equity accounts were translated at their historical rates. The average translation rates applied to income statement accounts for the three months ended September 30, 2013 and 2012 were RMB 6.14143 and RMB 6.32011, respectively, to 1.00 U.S. dollar.

Liquidity and Capital Resources

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Nine Months Ended September 30,
	2013 (Unaudited)			2012 (Unaudited)
Net cash used in operating activities		(56,991	)		(59,564	)
Net cash used in investing activities		(44,765	)		(27,415	)
Net cash provided by financing activities		102,038			87,736

Net cash used in operating activities was approximately $57 million for the nine months ended September 30, 2013, as compared to approximately $59.6 million for the same period in 2012. There were no significant changes in the net cash used in operating activities between 2013 and 2012.

Net cash used in investing activities was approximately $44.8 million and $27.4 million for the nine months ended September 30, 2013 and 2012, respectively. The increase in net cash used in investing activities was primarily due to payments for the infrastructure construction and the expansion of our facility. As we progress with our expansion plan, it is expected that net cash used in investing activities will be consistent throughout 2013.

Net cash provided by financing activities amounted to approximately $102 million for the nine months ended September 30, 2013, compared with approximately $87.7 million for the same period in 2012. For the nine months ended September 30, 2013, net cash provided by financing activities was primarily through bank borrowings.

The Company’s consolidated financial statements for the three months ended September 30, 2013 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company’s consolidated financial statements as of and for the year ended December 31, 2012, includes a “going concern” explanatory paragraph which means that the auditors stated that conditions exist that raise doubt about the Company’s ability to continue as a going concern.

In order to operate our business efficiently, we rely primarily on short-term bank financings to fund the purchase of raw materials. As of September 30, 2013, we had approximately $416 million of short-term bank borrowings. Short-term bank borrowings were approximately $295 million as of December 31, 2012, and have increased to $433 million by the end of October 2013.The Company believes that short-term financing, which currently makes up a large proportion of our overall financing, has significantly impacted our liquidity by providing additional financing for our operations.

If one or more of these banks revoke their line of credit or fail to renew such line of credit when it is due, it would impact our capacity to continue to purchase raw materials in the amounts necessary to continue production at our current capacity. Management expects that short-term bank financing will continue to be available through at least the end of September 30, 2014. In addition, our major raw materials supplier provided short-term financing to us of approximately $29 million during 2012, of which $20 million was included in accounts payable as of December 31, 2012 and was repaid on January 21, 2013. Interest paid for this financing amounted to approximately $0.43 million. In addition, on December 27, 2012, the supplier provided the Company a non-interest bearing advance of approximately $10 million, which was repaid in full on January 8, 2013. Of the total amount of short-term financing of $800 million during 2012, approximately $39 million including $29 million short-term financing and $10 million non-interest bearing advance was from our major supplier. All of the short-term financings from the supplier in 2012 were fully repaid by the end of May 2013, and there were no such subsequent financings from our supplier.

The short-term financings were facilitated through the use of available letters of credit and our lines of credit with our banks, and facilitates lower costs of financing. We are not currently aware of any terms of letters of credit with banks which may be violated as a result of our supplier’s providing us with short-term financings.

Consumption Tax Refund

The PRC government enacted a regulation that provides that domestically purchased heavy oil to be used for producing ethylene and aromatics products are exempt from consumption tax. In addition, the consumption tax paid for imported heavy oil is to be refunded if it is used for producing ethylene and aromatics products. Given all the Group’s purchased heavy oils are, or are to be, used for the production of ethylene and aromatics products, the Group recognizes a consumption tax refund receivable when the consumption tax has been paid and the relevant heavy oils have been used for production. As of September 30, 2013 and December 31, 2012, the Company recorded an estimated consumption tax refund amounting to approximately $31.1 million and $51.3 million, respectively.

There were refunds of approximately $8.6 million and $5.4 million received in September and October, 2013, respectively, and a refund of $8.15 million is expected to be approved and received in November 2013.

Bank Loans

We have entered into loan agreements with our primary lenders, Bank of China, China Construction Bank, Agricultural Bank of China, etc. under which we have term loans. As of September 30, 2013, we had an aggregate principal amount of approximately $416 million in bank loans outstanding under the loan agreements, with maturity dates from October 2013 to December 2014 and interest rates from 1.1% to 7.2% per annum.

Before we enter into loan agreements with a lender, the lender will approve a comprehensive credit line which is the maximum amount of the loans we can obtain from the lender within a certain time period. The comprehensive credit line is usually secured by one or more third party guaranties or liens on our property and equipment, or a security deposit. Once the comprehensive credit line is approved, we will enter into an individual loan agreement with the lender each time we obtain a loan from the lender under the credit line. Therefore, we typically have multiple loan agreements under one comprehensive credit line with one lender as long as the credit limit has not been reached. Though different lenders have different forms for loan agreements, loan agreements usually contain similar material terms such as the amount of a loan, the term of a loan, interest rate, etc. In addition, some loan agreements specify the purposes of loans, and lenders are permitted to monitor the use of loans and our business. The loan agreements generally do not require us to maintain specific ratios or working capital requirements. In the event that lenders observe abnormal use of a loan or a substantial loss in our business or other event that could potentially have a substantial negative impact on our ability to repay the loans on time, they can either amend or terminate the loan agreements, or request additional financial covenants to secure the loans. If we fail to repay loans in a timely manner, or fail to obtain written consent from the lenders regarding extension/renewal applications, we may be subject to default interest or the loans may be canceled. Historically, we have no record of default on any of our loans and, as a result, we do not anticipate that our loans will not be renewed when their terms expire. However, we cannot guarantee that one or more of our loans will not be renewed or extended at the end of their terms, which could have a material negative impact upon our liquidity which could impact our ability to purchase raw materials, make upgrades and improvements to our infrastructure or otherwise negatively impact our business and operations.

As of September 30, 2013, 41% of our bank loans (approximately USD $171 million) were guaranteed by our related parties. Usually, a guaranty agreement is executed among a third party, a lender and us pursuant to a credit line approved by the lender. Though different lenders use different forms for loan guaranty agreements, loan guaranty agreements usually contain substantially similar terms. According to a loan guaranty agreement, the guarantor is jointly liable for all our debts to the lender under the corresponding loan agreements and the lender can bring legal action against the guarantor for damages in the event there is a default or breach of any loan agreement under the credit line. The guaranty is independent of any loan agreement under the credit line and irrevocable. In addition, if the credit line is extended or renewed, a written consent from the guarantor is required. Otherwise, the guarantor is only liable for loans under loan agreements that were executed during the original term of the credit line. Beginning in January 2011, certain individual loan guarantors, some of whom are related parties, were paid a monthly fee of approximately 0.3% of the outstanding loan balances as compensation for their guarantees. Through December 31, 2010, no compensation was paid in respect of these guarantees. During the three and nine months ended September 30, 2013 and 2012, expenses related to loan guarantee fees were approximately $0.7 million and $1.83 million, and $0.45 million and $1. 42 million, respectively. As of September 30, 2013, there were 1.8 million accrued and unpaid guarantee fees. Historically, all debts have been repaid by the Company in a timely manner. All short-term bank loans are revolving loans whose terms (at the due date of payment) are generally extended by the lender. As of September 30, 2013, we were in compliance with the terms of our loan agreements. As such, management expects most unpaid loan balances will be extended at their due dates. Depending on our capital needs, the Company evaluates whether to apply for additional long-term bank loans. The Company currently has sufficient lines of credit with its banks for both short-term and long-term borrowings.

We are working on refining our manufacturing capacity to include ABS facility, an oil catalytic cracking processing facility, an increased annual design capacity of ethylene-styrene facility to 200,000 MT, a transformer oil facility and a SSBR production facility. The total cost of additional processing equipment for products refinement and SSBR production facility is approximately $149.3 million, including $49.8 million for additional processing equipment and $99.5 million for our SSBR production facility. We have acquired the governmental approval and are currently going through the design phase of the ABS production facility and estimating the related costs. We plan to fund this proposed expansion through debt financing, cash from operations, proceeds from prior financings, warrant exercises, and potential equity financing. However, we may not be able to obtain additional financing at acceptable terms, or at all, and, as a result, our ability to increase our production capacity and to expand our business could be adversely affected.

Related Party Transactions

The Company considers all transactions with the following parties to be related party transactions.

Name of parties		Relationship
Mr. Chunfeng Tao		Majority stockholder

Mr. Jicun Wang		Principal stockholder

Mr. Peijun Chen		Principal stockholder

Ms. Sumei Chen		Member of the Company’s Board of Supervisors and spouse of Mr. Wang

Ms. Yushui Huang		Vice President of Administration, Ningbo Keyuan

Ningbo Pacific Ocean Shipping Co., Ltd (Ningbo Pacific)		100% ownership by Mr. Wang

Ningbo Xinhe Logistic Co., Ltd (Ningbo Xinhe)		10% ownership by Ms. Huang

Ningbo Hengfa Metal Product Co., Ltd (Ningbo Hengfa, former name “Ningbo Tenglong”)		100% ownership by Mr. Chen

Ningbo Kunde Petrochemical Co, Ltd. (Ningbo Kunde)		Mr. Tao’s mother was a 65% nominee shareholder for Mr. Hu, a third party through September 2011

(a)	Guarantees for Bank Loans

Guarantees for bank loans provided by related parties during the three and nine months ended September 30, 2013 and 2012 are as follows:

	Guarantee provided during the three months ended September 30,				Guarantee provided during the nine months ended September 30,
	2013		2012		2013		2012
	($’000)		($’000)		($’000)		($’000)
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Mr. Tao	$	-	$	16,645	$	-	$	16,645
Jicun Wang and Sumei Chen		-		17,754		-		17,754
Total	$	-	$	34,399	$	-	$	34,399

	Bank loans Guaranteed as of
	September 30, 2013		December 31, 2012
	($’000)
	(Unaudited)
Jicun Wang and Sumei Chen	$	-	$	13,054
Ningbo Pacific		28,927		25,426
Total	$	28,927	$	41,715

(b) Amounts due from related parties consist of the following.

	September 30, 2013		December 31, 2012
	($’000)
	(Unaudited)
Mr. Chunfeng Tao (prepaid business expenditures)	$	49	$	40
Ningbo Xinhe (prepaid transportation expenses)		1,064
Total	$	1,113	$	40

	September 30, 2013		December 31, 2012
	($’000)
	(Unaudited)
Ningbo Xinhe	$	-	$	479

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and our Acting Chief Financial Officer have concluded that our disclosure controls and procedures were ineffective in ensuring that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and were ineffective in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Control over Financial Reporting

In connection with the preparation of our financial statements for the fiscal year ended December 31, 2012, the management determined that our internal control environment is not properly designed due to the existence of certain material weaknesses and that it did not operate effectively to ensure that the Company’s financial statements (and related financial statement disclosures) were prepared in accordance with US generally accepted accounting principles (US GAAP). We have established a number of remediation measures, which we believe will remediate the material weaknesses identified, if such measures are effectively implemented and maintained. As of the end of the period covered by the report, we continue the process of implementing and maintaining the remediation measures, but we cannot assure when or if we will be able to successfully implement these remedial measures. For more information regarding our controls and procedures, please refer to Item 9A. Controls and Procedures in our Annual Report on Form 10-K for fiscal year ended December 31, 2012, filed with the SEC on June 6, 2013.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

On November 15, 2011, the Rosen Law Firm filed a class action suit, alleging we had violated federal securities laws by issuing materially false and misleading statements and omitting material facts with regard to disclosure of related party transactions and effectiveness of internal controls in past public filings. The case is currently at the discovery stage, originally located in the United States District Court for the Central District of California and currently been transferred to United States District Court for the Southern District of New York. We believe there is no basis to the suit filed by the Rosen Law Firm and intend to contest the case vigorously.

In June 2012, Ningbo Keyuan filed a law suit in Ningbo Beilun District People’s Court against Ningbo Lianneng Thermo Co., Ltd (“Ningbo Lianneng”) in a dispute over a power supply contract alleging damages of RMB 10,964,366 (approximately $1,740,300). In August 2012, Ningbo Lianneng filed a counter claim in Ningbo Intermediate People’s Court (the “Intermediate Court”) against Ningbo Keyuan for the same dispute for RMB 15,444,539 (approximately $ 2,451,500). A civil trial for the counter claim was held at the Intermediate Court on August 30, 2012, but no decision was made. In addition, Ningbo Keyuan filed the same law suit in the Intermediate Court in late August 2012, and a civil trial for this claim was held on October 18, 2012. No decision has been made as of the date of this filing.

On February 28, 2013, the Company reached a settlement in a case filed by the Securities and Exchange Commission (the “SEC”) in the United States District Court for the District of Columbia against the Company, alleging the Company violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 12b-20 and 13a-13 thereunder. Under the terms agreed to by the Company and the SEC, the Company, without admitting or denying the allegation of the complaint, will pay a civil penalty of $1million and will be permanently enjoined from violating certain securities law. On July 2, 2013, the settlement was approved by the United District Court for the District of Columbia, and final judgment was issued.

Other than as set forth herein, we are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

(a) Not Applicable.

(b) Not Applicable.

(c ) Not Applicable

ITEM 3. Defaults upon Senior Securities

(a) Not Applicable.

(b) Not Applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Not applicable.

(b) Not applicable.

ITEM 6. EXHIBITS

(a) The following exhibits are filed as part of this report.

2.1		Share Exchange Agreement dated April 22, 2010 (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on April 28, 2010)
2.2		Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on May 19, 2010)
3.1		Amended Articles of Incorporation of Keyuan Petrochemicals, Inc. (f/k/a Silver Pearls, Inc.), filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-1 filed on December 29, 2010).
3.2		Articles of Merger (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 19, 2010)
3.3		Amended Bylaws of Keyuan Petrochemicals, Inc. dated June 29, 2010 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 7, 2010)
4.1		Certificate of Designation of Rights and Preferences of Series A Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on April 28, 2010)
4.2		Certificate of Designation of Rights and Preferences of Series M Preferred Stock (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on April 28, 2010)
4.3		Certificate of Designation of Rights and Preference of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on September 30, 2010)
10.1 *		Translation copy of Imports Mortgage Application by and between Ningbo Keyuan Plastics Co., Ltd and Merchants Bank., Beilun Branch, dated July 11, 2013
10.2 *		Translation copy of Contract for Issuance of Import Letter of Credit by and between Ningbo Keyuan Plastics Co., Ltd and Ningbo Beilun Branch of Agricultural Bank of China, dated September 12, 2013.
31.1 *		Certification of Chief Executive Officer required by Rule 13a-14/15d-14(a) under the Exchange Act
31.2 *		Certification of Chief Financial Officer required by Rule 13a-14/15d-14(a) under the Exchange Act
32.1 *+		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *+		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 15, 2013	Keyuan Petrochemicals, Inc.

	By:	/s/ Chunfeng Tao
		Chunfeng Tao
		Chief Executive Officer & President

	By:	/s/ Fan Zhang
		Fan Zhang Acting Chief Financial Officer/Vice President of Accounting