FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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 21, 2007
CHINA RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-12536 90-0093373
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Services-Business Services,
0000721693 NEC [7389] 06628887
(Central Index Key) (Standard Industrial Classification) (Film Number.)
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.)
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 22, 2007, one of our major shareholders, Guohua Ku ("Selling
Shareholder" or "Seller") executed and consummated a share exchange agreement
("Agreement") with a group of individual purchasers ("Purchasers), all of whom
are shareholders of Xi'an Yingfeng Science and Technology Co. Ltd ("Yingfeng").
Under the terms of this Agreement, Guohua Ku sold 623,410 shares of CREG's
common stocks ("CREG shares") he owned to the Purchasers for a total of
1,870,230 shares of Yingfeng's common stocks ("Yingfeng Shares"), at the
exchange rate of one CREG share for three Yingfeng shares.
As the result of this share exchange transaction, the Purchasers acquired in
total 623,410 shares of CREG's common stocks. None of the Purchasers acquired
more than 1% of the total issued and outstanding common stocks of CREG in this
transaction. The Seller, Guohua Ku, owns 8,160,863 shares 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 Purchasers 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 Purchasers 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 Exchange Agreement, the
Purchasers (individual shareholders of Yingfeng) acquired from the Selling
Shareholder Guohua Ku 623,410 shares of CREG's common stocks. As the result, the
Purchasers become the shareholders of CREG. The Seller Guohua Ku owns 8,160,863
shares 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 Purchasers 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 Purchasers 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 21, 2007, the Board of Directors of China Recycling Energy Corporation
approved the adoption of the third amended and reinstated bylaws, effective on
such date.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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3.1 Third Amended and Reinstated Bylaws
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10.1 Share Exchange Agreement
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 22, 2007
/s/Guohua Ku
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Guohua Ku
President and Chairman
EXHIBIT INDEX
Exhibit No. Description
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3.1 Third Amended and Reinstated Bylaws
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10.1 Share Exchange Agreement