GC China Turbine Corp. (GCHT)

[stockydude]

Form 8-K/A for GC CHINA TURBINE CORP.

http://biz.yahoo.com/e/091117/gcht.ob8-k_a.html

17-Nov-2009

Completion of Acquisition or Disposition of Assets


Item 2.01 Completion of Acquisition or Disposition of Assets
Debt Financing

On October 30, 2009, the Company entered into a Note Purchase Agreement with Clarus Capital Ltd. ("Clarus") whereby Clarus agreed to loan US $1,000,000 to the Company upon the effective date of delivery of 20 wind turbine systems by GC Nordic to its customers (the "Effective Delivery Date"). The loan will be in the form of a convertible promissory note which shall bear no interest (the "Note"), and have a maturity date of 2 years from the date of issuance of the Note. Additionally, the principal underlying the Note (the "Debt") may be converted by Clarus at US$ 2.00 per share into shares of common stock of the Company at any time prior to the maturity date. On the Six month anniversary of the Effective Delivery Date, the Debt will automatically convert into shares of our common stock at US$ 2.00 per share.

Security Ownership After Change Of Control

The following table sets forth information regarding the beneficial ownership of our common stock as of October 30, 2009, for each of the following persons, after giving effect to the transaction under the Exchange Agreement and the Financing Transactions:

� each of our directors and each of the named executive officers in the "Management-Executive Compensation" section of this report;

� all directors and named executive officers as a group; and

� each person who is known by us to own beneficially five percent or more of our common stock after the change of control transaction.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder's name. Unless otherwise indicated, the address of each beneficial owner listed below is No.86, Nanhu Avenue, East Lake Development Zone, Wuhan, Hubei Province, China. The percentage of class beneficially owned set forth below is based on 58,970,015 shares of common stock outstanding on October 30, 2009.

Common Stock Beneficially Owned
Number of Percentage of
Shares class beneficially
beneficially owned after the
Incoming executive officers and directors: owned (1) Transaction (2)
Hou Tie Xin 17,765,757 (3)(10) 30.13 %
Qi Na 2,590,705 (4)(10) 4.39 %
Xu Jia Rong 2,130,855 (5)(10) 3.61 %
Zhao Ying 1,554,423 (6)(10) 2.64 %
Marcus Laun 0 (7) - %
Tomas Lyrner 0 - %
Chris Walker Wadsworth 0 (8) - %
All directors and executive officers as a group
(7 persons) 24, 041,740 40.77 %

5% Shareholders:
Bu Zheng Liang 3,231,904 (9)(10) 5.48 %
Golden Wind Holdings Limited 32,383,808 (10) 54.91 %
Ceyuan Ventures II, LP 6,016,250 (11) 10.21 %
New Margin Growth Fund L.P. 6,250,000 (12) 10.60 %

(1) Unless otherwise indicated in the footnotes to the table, each shareholder shown on the table has sole voting and investment power with respect to the shares beneficially owned by him or it. Unless otherwise indicated, the address for each of the named beneficial owners is: No.86, Nanhu Avenue, East Lake Development Zone, Wuhan, Hubei Province, China.

(2) Based on 58,970,015 shares of Common Stock outstanding as of October 30, 2009, immediately after the closing of the Share Exchange Agreement.

(3) Consists of 17,765,757 shares owned of record by BVI. BVI and Mr. Hou have entered into a Call Option Agreement pursuant to which Mr. Hou has the right to acquire all of such shares. BVI and Mr. Hou have also entered a Voting Trust Agreement, under which Mr. Hou has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Mr. Hou may be deemed to be the sole beneficial owner of such shares.

(4) Consists of 2,590,705 shares owned of record by BVI. BVI and Ms. Qi have entered into a Call Option Agreement pursuant to which Ms. Qi has the right to acquire all of such shares. BVI and Ms. Qi have also entered a Voting Trust Agreement, under which Ms. Qi has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Ms. Qi may be deemed to be the sole beneficial owner of such shares.

(5) Consists of 2,130,855 shares owned of record by BVI. BVI and Mr. Xu have entered into a Call Option Agreement pursuant to which Mr. Xu has the right to acquire all of such shares. BVI and Mr. Xu have also entered a Voting Trust Agreement, under which Mr. Xu has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Mr. Xu may be deemed to be the sole beneficial owner of such shares.

(6) Consists of 1,554,423 shares owned of record by BVI. BVI and Ms. Zhao have entered into a Call Option Agreement pursuant to which Ms. Zhao has the right to acquire all of such shares. BVI and Ms. Zhao have also entered a Voting Trust Agreement, under which Ms. Zhao has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Ms. Zhao may be deemed to be the sole beneficial owner of such shares.

(7) The address of Mr. Laun is c/o Wynston Hill Capital, 488 Madison Avenue 24th Floor, New York, NY 10022.

(8) The address of Mr. Wadsworth is c/o Ceyuan Ventures, No. 25 Qinlao Hutong, Dongcheng District, Beijing 100009 PRC.

(9) Consists of 3,231,904 shares owned of record by BVI. BVI and Mr. Bu have entered into a Call Option Agreement pursuant to which Mr. Bu has the right to acquire all of such shares. BVI and Mr. Bu have also entered into a Voting Trust Agreement, under which Mr. Bu has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Mr. Bu may be deemed to be the sole beneficial owner of such shares.

(10) The address of BVI is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The sole owner of BVI is Xu Hong Bing. Through Call Option Agreements and Voting Trust Agreements, the beneficial owners of BVI are deemed to be Hou Tie Xin (30.13%), Bu Zheng Liang (5.48%), Qi Na (4.39%), Xu Jia Rong (3.61%), Wu Wei (3.56%), Zhao Ying (2.64%), Zuo Gang (1.91%), Zhang Wei Jun (1.81%) and He Zuo Zhi (1.38%). As such, they are deemed to have or share investment control over BVI's portfolio. The numbers of shares of GC China Turbine Corp's common stock reported herein as beneficially owned by Mr. Hou, Mr. Bu, Ms. Qi, Mr. Xu, Mr. Wu, Ms. Zhao, Mr. Zuo, Mr. Zhang and Mr. He are held by BVI, which they in turn own indirectly through their respective ownership of BVI.

(11) The address of Ceyuan Ventures II, LP is No. 25 Qinlao Hutong, Dongcheng District, Beijing 100009 PRC.

(12) The address of New Margin Growth Fund L.P. is Villa #3, Radisson Xingguo Hotel, 78 Xingguo Road, Shanghai 200052 PRC.