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SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2012
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS EQUITY

17. SHAREHOLDERS’ EQUITY

 

Shares Issued for Asset Transfer

 

On June 29, 2010, Xi’an TCH entered into a Biomass Power Generation Asset Transfer Agreement (the “Transfer Agreement”) with Xueyi Dong (“Dong”), a natural person with Chinese citizenship.  Under the Transfer Agreement, Dong transferred a set of biomass systems (the “Biomass Systems”) to Xi’an TCH, and Xi’an TCH agreed to pay Dong $14,705,900 (RMB 100,000,000) for the systems, including RMB 20,000,000 in cash and RMB 80,000,000 in shares of the Company’s common stock. On November 22, 2011, our BOD approved the issuance of 2,941,176 shares of the Company’s common stock to Dong at $4 per share to settle outstanding balance of RMB 80,000,000.  The exchange rate between U.S. Dollar and Chinese RMB in connection with the stock issuance was 1:6.8.  The Company paid the consideration (including both the cash and stock portion) in full in 2011.

 

As of December 31, 2011, the Company recorded a gain of $8.3 million from issuance of the shares to Dong, the difference between the amount payable to Dong of $11.78 million and the FV of $3,529,411 for the 2,941,176 shares issued on November 22, 2011 by using the stock price on issuance date.

 

ARC Settlement

 

The Company and investment relationship company ARC China, Inc. (“ARC”) entered into a Share Purchase Binding Letter of Intent dated as of July 17, 2009 regarding ARC’s purchase of certain Preferred Stock Units of the Company (the “LOI”). Disputes arose between the Parties regarding the LOI, and a lawsuit was pending in federal court. On September 27, 2010, the Company approved the settlement of the lawsuit and the related disputes, claims or disagreements regarding the LOI and the Preferred Stock Units. Pursuant to the settlement, the Company was to issue to ARC up to 520,000 shares of the Company's Common Stock at $1.23 per share. The Company issued 350,000 of these shares upon the execution of the settlement agreement. Upon satisfaction of certain conditions of the settlement agreement, the Company may issue to ARC or its affiliates up to an additional 170,000 shares at $1.23 per share. ARC agreed to provide consulting and investor relations services from November 1, 2010 to February 28, 2011. The Company received $430,500 from issuance of 350,000 shares in October 2010, which was recorded as subscription receivable. The difference between the stock price at the settlement date and the issuance price for the 350,000 settlement shares was recorded as stock compensation expense for investor relations services of $602,000. A copy of the dismissal of the lawsuit with prejudice was filed by ARC in a Nevada federal court on November 10, 2010. The conditions for the issuance of the additional 170,000 shares were not met; consequently, 150,000 of those shares, which had been issued and delivered to an escrow agent, were returned to the Company and cancelled on March 29, 2011.