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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2012
STOCKHOLDERS' EQUITY [Abstract]  
STOCKHOLDERS' EQUITY
14. STOCKHOLDERS' EQUITY

 

  (a) Restricted ordinary shares

 

On October 1, 2012, the Compensation Committee of the Board of Directors of the Company approved grants of restricted ordinary shares to certain officers and directors of the Company under the China Gerui Advanced Materials Group Limited 2010 Share Incentive Plan. Except for shares granted to Mr. Meng, the Company's Chief Finance Officer which vested immediately upon granting, all shares granted will be vested on January 3, 2013 subject to the continuous service of the recipient through December 31, 2012 and the other terms and conditions of the grant.

 

The following grant was made in accordance with the terms of 2010 Share Incentive Plan for the year indicated.

 

Grant Date   Restricted
Shares
    Grant Price  
October 1, 2012     2,100,000     $ 1.78  

 

The shares were valued at the closing price of the Company's common stock on grant date.

 

The compensation expense recognized is based on the market value of the Company's common stock on the date the restricted stock award is granted and is not adjusted in subsequent periods. The amount recognized is amortized over the vesting period. Compensation expense is included in general administration expense in the accompanying consolidated statement of income. The amount of compensation expense recognized is reflected in the table below for the years indicated

 

    2012     2011  
                 
Compensation expense   $ 3,705,109     $ -  

 

A summary of restricted stock activity under the 2010 share incentive plan for the year ended December 31, 2012 is as follows:

 

    Number
of Shares
    Weighted
Average
Grant
Price and
Fair Value
 
Non-vested, December 31, 2011     -       -  
Shares granted     2,100,000       1.78  
Vested shares     (400,000 )     1.78  
Non-vested, December 31, 2012     1,700,000       1.78  

 

The remaining shares 1,700,000 vested on January 1, 2013.

 

  (b) Treasury Stock

 

On April 1, 2011, the Company's Board of Directors approved a board resolution and announced that the Company would repurchase its ordinary shares in the open market up to an aggregate of $10 million. From June to December, 2012 and from May to December, 2011, the Company repurchased 795,031 shares at a cost of $1,554,674 and 1,176,898 shares at a cost of $4,516,744 respectively.

 

A total of 1,710,098 shares have been cancelled in the fourth quarter of 2012. There was a total 261,831 shares remained as Treasury Stock as of December 31, 2012.

 

    Total
number of
shares
purchased
    Average
price paid
per share
    Total
number of
shares
purchased
as part of
publicly
Announced
Plans or
Programs
    Amount
Paid
    Approximately
Dollar value of
shares that
may yet be
purchased
under the
Plans or
Programs
 
                                    $ 10,000,000  
1 May 2011 - 31 May 2011     309,490       4.5990       309,490       1,423,340       8,576,660  
1 June 2011 - 30 June 2011     470,783       3.3070       780,273       1,556,886       7,019,773  
1 July 2011 - 31 July 2011     183,070       4.0321       963,343       738,154       6,281,619  
1 August 2011 - 31 August 2011     117,280       3.8038       1,080,623       446,107       5,835,512  
1 September 2011 - 31 September 2011     42,129       3.6860       1,122,752       155,289       5,680,223  
1 December 2011 - 31 December 2011     54,146       3.6877       1,176,898       196,967       5,483,256  
1 May 2012 - 31 May 2012     48,238       2.6422       1,225,136       127,455       5,355,801  
1 June 2012 - 30 June 2012     197,965       2.2429       1,423,101       444,041       4,911,760  
1 August 2012 - 31 August 2012     59,369       1.7733       1,482,470       105,277       4,806,483  
1 September 2012 - 30 September 2012     227,628       2.0377       1,710,098       463,838       4,342,645  
1 December 2012 - 31 December 2012     261,831       1.5814       1,971,929       414,063       3,928,582  
      1,971,929                       6,071,418          
Less: Retirement of treasury stock     (1,710,098 )                                
      261,831                                  

 

  (c) Warrants

 

The Company also granted in connection with its November 2009 public offering the Underwriter Representative (and its designees) a warrant (the "Underwriter Representative Warrant") for the purchase of an aggregate of 144,000 ordinary shares (the "Warrant Shares") for an aggregate purchase price of $100.00. The Underwriter Representative Warrant may be exercised in full or part to purchase Warrant Shares at an initial exercise price of $6.00 per share.

 

A summary of all warrants outstanding as of December 31, 2012 and 2011 and actions relating thereto during the years then ended is presented below:

 

    2012     2011  
             
Expected volatility     63.00 %     60.00 %
Expected term (in years)     1.9       2.9  
Risk free rate     0.25 %     0.36 %

 

A summary of all warrants outstanding as of December 31, 2012 is presented below:

 

    Warrants     Exercise
Price
    Terms  
                   
Balance as of December 31, 2010     15,191,108                  
Exercised     (13,294,775 )     5.00       -  
Expired     (1,752,333 )                
Balance as of December 31, 2011     144,000     $ 6.00       2.9 years  
Granted     -                  
Exercised     -                  
Expired     -                  
                         
Outstanding as of December 31, 2012     144,000     $ 6.00       1.9 years  

 

  (d) Retained Earnings

 

Retained earnings as of December 31, 2012 and 2011 consist of the following:

 

    2012     2011  
             
Retained earnings   $ 151,890,125     $ 128,896,723  
Statutory surplus reserves     11,385,921       8,246,235  
    $ 163,276,046     $ 137,142,958  

 

In accordance with PRC Company Law, the Group is required to allocate at least 10% profit to the statutory surplus reserve. Appropriation to the statutory surplus reserve by the Group is based on profit arrived under PRC accounting standards for business enterprises for each year.

 

The profit arrived at must be set off against any accumulated losses sustained by the Group in prior years, before allocation is made to the statutory surplus reserve. Appropriation to the statutory surplus reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory surplus reserve reaches 50% of the registered capital. This statutory surplus reserve is not distributable in the form of cash dividends.

 

As of December 31, 2012, the Group's subsidiary, Henan Green, allocated $3,139,686 which was the 10% of net profits of the year ended December 31, 2012 to the statutory surplus reserves.

 

A supplemental information of the movement of statutory surplus reserves and registered capital of Henan Green as of December 31, 2012 and 2011 are as follow:

 

    Statutory
 surplus
    Registered     Percentage  
    reserves     capital     reached  
                   
At December 31, 2011   $ 8,246,235     $ 83,603,944       10 %
Statutory surplus reserves transferred from net profits     3,139,686       -       14 %
At December 31, 2012   $ 11,385,921     $ 83,603,944