FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 23, 2007
CHINA RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada 000-12536 90-0093373
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Services-Business Services, NEC
0000721693 [7389] 06628887
(Central Index Key) (Standard Industrial (Film Number.)
Classification)
429 Guangdong Road
Shanghai 200001
People's Republic of China
(Address of principal executive offices, including zip code)
(86-21) 6336-8686
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On this Form 8-K current report, the registrant, China Recycling Energy
Corporation, is hereinafter referred as "we", or "Company", or "CREG".
On August 23, 2007, one of our major shareholders, Guohua Ku ("Selling
Shareholder" or "Seller") executed and consummated a share purchase agreement
("Agreement") with Mr. Hanqiao Zheng ("Purchaser), a citizen of the People's
Republic of China. Under the terms of this Agreement, Guohua Ku sold 8,160,863
shares of CREG's common stocks ("CREG shares") he owned to Hanqiao Zheng for a
total price of US $ 2,040,215 (US$ 0.25 per share representing the fair market
price of the CREG common stocks).
As the result of this share exchange transaction, the Purchaser Hanqiao Zheng
acquired in total 8,160,863 shares of CREG's common stocks. The Seller, Guohua
Ku, owns 0 share of CREG's common stocks after the consummation of this
transaction.
Since the Seller of the aforementioned CREG shares in this transaction is the
Company's shareholder and the transaction doesn't involve any issuance of new
stock, the Company does not receive any proceed or consideration for the CREG
shares exchanged.
None of the Purchaser is a U.S Person, as such term is defined in Rule 902(k) of
Regulation S, or located within the United States. This transaction is between
non-U.S. Persons and takes place outside of the United States. Therefore, this
transaction is exempt from registration under the Securities Act of 1933 in
reliance upon the exemption from registration pursuant to Regulation S of the
rules and regulations promulgated by the Securities and Exchange Commission
under the Securities Act of 1933.
The CREG shares acquired by the Purchaser pursuant to this Agreement are
"restricted shares" which have not been registered with SEC and the resale of
which must be made in accordance with Regulation S, Rule 144, registration
requirements of the Securities Act of 1933 or an available exemption.
Item 3.02 Unregistered Sales of Equity Securities
As described above in Item 1.01, pursuant to the Share Purchase Agreement, the
Purchaser Hanqiao Zheng acquired from the Selling Shareholder Guohua Ku
8,160,863 shares of CREG's common stocks. As the result, the Purchaser becomes
the largest shareholder of CREG. The Seller Guohua Ku owns 0 share of CREG's
common stocks after the consummation of this transaction.
Since the Seller of the aforementioned CREG shares in this transaction is the
Company's shareholder and the transaction doesn't involve any issuance of new
stock, the Company does not receive any proceed or consideration for the CREG
shares exchanged.
None of the Purchaser is a U.S Person, as such term is defined in Rule 902(k) of
Regulation S, or located within the United States. This transaction is between
non-U.S. Persons and takes place outside of the United States. Therefore, this
transaction is exempt from registration under the Securities Act of 1933 in
reliance upon the exemption from registration pursuant to Regulation S of the
rules and regulations promulgated by the Securities and Exchange Commission
under the Securities Act of 1933.
The CREG shares acquired by the Purchaser pursuant to this Agreement are
"restricted shares" which have not been registered with SEC and the resale of
which must be made in accordance with Regulation S, Rule 144, the registration
requirements of the Securities Act of 1933 or an available exemption.
Item 5.01 Change in Control of Registrant
In accordance with the share purchase agreement dated on August 23, 2007
particularly described in Item 1.01, Hanqiao Zheng acquired 8,160,863 shares of
CREG's common and outstanding shares. As a result, Hanqiao Zheng became the
largest beneficial owners of the voting shares of Company and gained control of
Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In connection with the share purchase agreement date on August 23, 2007
particularly described in Item 1.01, Guohua Ku resigned from his positions in
the Board and the offices of Company. Hanqiao Zheng was elected to be the
President and the Chairman of the Board of Directors of the Company. Mr. Hanqiao
Zheng, aged 49, graduated from Northwestern University of Agricultural and
Forestry Technologies. He worked in the Weinan Municipal Government from 1982 to
1996 and afterwards served at a management position in Shaanxi Province
Machinery Import/Export Co., Ltd. He is specialized in the management of TRT
systems. The major projects he participated in include Changzhi Steel Group
1080M3 TRT project (November 2005) and Xingtai Steel Group 2x450M3 TRT project
(September 2006).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Share Purchase Agreement
99.1 Letter of Resignation of Guohua Ku
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
China Recycling Energy Corporation
Date: August 23, 2007
/s/Guohua Ku
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Guohua Ku
President and Chairman
EXHIBIT INDEX
Exhibit No. Description
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10.1 Share Purchase Agreement
99.1 Letter of Resignation of Guohua Ku