The cancellation of certain shares seems to have brought down the 46% to a more manageable 7.7 million shares. But this still leaves ~7.7 million shares in hands unknown for what kind of contribution exactly??
"Immediately after the Exchange Transaction and notes conversion (and taking into account 40,500,000 shares of common stock surrendered by former Company officers and directors for cancellation on September 11, 2009 and 1,298,793 additional shares of common stock surrendered for cancellation on October 1, 2009), the Company had 58,970,015 shares of common stock issued and outstanding."
About the 54% mentioned in former filings, e.g.
8-K from 5/28/2009:
"Under the terms of the LOI, the parties agree to act towards entering into a definitive agreement by June 21, 2009 whereby the Company will acquire all of the issued and outstanding shares of Nordic in exchange for Nordic acquiring fifty four percent (54%) of the Company’s issued and outstanding common stock (the “Share Exchange”)."
8-K from 7/24/2009:
"Upon consummation of a merger whereby the Company, or a wholly-owned subsidiary of the Company, will acquire all of the issued and outstanding shares of Luckcharm in exchange for Luckcharm acquiring fifty four percent (54%) of the Company’s issued and outstanding common stock (the “Merger”)"
8-K from 8/3/2009:
"AND WHEREAS the Company, Luckcharm and GC Nordic wish to enter into a merger transaction whereby the Company or a wholly-owned subsidiary of the Company would purchase all of the issued and outstanding shares of Luckcharm in exchange for the issuance to the shareholders of Luckcharm of 54% of the ownership interest in the Company (on a post-Closing basis)."
and
"Upon the satisfaction of the conditions set forth herein and in the Definitive Agreement, the Company or its wholly-owned subsidiary shall acquire all of the issued and outstanding capital stock of Luckcharm in exchange for the issuance of shares of common stock of the Company to the shareholders of Luckcharm, which will represent a fifty four percent (54%) ownership interest in the Company post-Closing (the “ Merger ”). Additionally, upon consummation of the Merger, the Company shall directly or indirectly own all of the outstanding capital stock of GC Nordic."
and
"b) On July 31, 2009, the Company, Luckcharm, GC Nordic, NewMargin, CV and CV Advisors entered into an amended and restated Binding Letter of Intent (the “LOI”). Pursuant to the LOI, (i) the Company, Luckcharm and GC Nordic agree to enter into a definitive agreement by August 30, 2009 whereby the Company, or a wholly-owned subsidiary of the Company, will acquire all of the issued and outstanding shares of Luckcharm in exchange for Luckcharm acquiring fifty four percent (54%) of the Company’s issued and outstanding common stock (the “Merger”); (ii) upon consummation of the Merger, the Company shall directly or indirectly own all of the outstanding capital stock of GC Nordic; (iii) the closing date for the Merger shall be thirty days from the date GC Nordic completes an audit of its financial statements as required under U.S. securities laws; and (iv) the obligation of GC Nordic to consummate the Merger is conditioned upon an additional financing of at least USD $10,000,000 in the merged entity at closing."
and so on . . .
10-Q from 8/14/2009:
"nder the terms of the LOI, the parties agreed to the following binding provisions: (i) the Company, Luckcharm and GC Nordic agreed to enter into a definitive agreement by August 31, 2009 whereby the Company, or its wholly-owned subsidiary, will acquire all of the issued and outstanding shares of Luckcharm in exchange for Luckcharm acquiring fifty four percent (54%) of the Company’s issued and outstanding shares of common stock (the “Merger”); (ii) upon consummation of the Merger, the Company shall directly or indirectly own all of the outstanding capital stock of GC Nordic;"
There is more of this in the 10-Q
SC 14F1 from 8/25/2009:
"Pursuant to the merger, the Company’s wholly-owned subsidiary, GC China Turbine Corp., will acquire all of the issued and outstanding shares of Luckcharm in exchange for Luckcharm acquiring fifty four percent (54%) of the Company’s issued and outstanding common stock."
8-K from 10/6/2009:
"B. At the Closing, the Selling Shareholder’s ownership interest in Pubco shall represent no less than fifty four percent (54%) of the issued and outstanding shares of Pubco. "
and
" (b) As consideration for its acquisition of the Shares, Pubco shall issue the Exchange Shares to the Selling Shareholder by delivering a share certificate registered in the name of the Selling Shareholder evidencing the Exchange Shares (the “ Exchange Shares Certificate ”). The Exchange Shares issued shall equal no less than fifty four percent (54%) of the outstanding shares of Pubco’s common stock at the time of Closing."
8-K from 11/5/2009:
"6.1 Background . The Offering is made in connection with a voluntary share exchange between the Company and Luckcharm Holdings Limited, a company organized under the laws of Hong Kong (“Luckcharm”) pursuant to that certain Share Exchange Agreement among the Company, Luckcharm, Wuhan Guoce Nordic New Energy Co. Ltd., a company organized under the laws of the People’s Republic of China and wholly-owned subsidiary of Luckcharm and Golden Wind Holdings Limited, a company organized under the laws of the British Virgin Islands and sole stockholder of Luckcharm (“Make Good Pledgor”) dated September 30, 2009 whereby Make Good Pledgor agrees to sell all of the outstanding capital stock of Luckcharm to the Company in exchange for the right to receive 32,383,808 shares of common stock of the Company representing no less than fifty four percent (54%) ownership interest in the Company. "
and
" On September 30, 2009, the shareholders of GCCT entered into a voluntary share exchange agreement (the "Exchange Agreement") with LHL, GW and GC-Nordic. Pursuant to the Exchange Agreement, GCCT will issue 32, 383,808 shares of its common stock, represents no less than 54% of the total issued and outstanding common stock of GCCT, to GW at the closing of the Exchange Agreement in exchange for 100% of the issued and outstanding capital stock of LHL. The previously issued US$ 10 million convertible promissory notes will automatically convert into 12,500,000 shares of the GCCT's common stock."
and many more instances not listed here. So the 54% is consistently mentioned throughout the reverse merger documents filed with the SEC.
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