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):
June 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))
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 June 21, 2007, two of our major shareholders, Guohua Ku and Hanqiao Zheng
("Selling Shareholders" or "Sellers") 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 and Hanqiao Zheng
sold 289,427 and 2,406,365 shares of CREG's common stocks ("CREG shares") they
owned respectively to the Purchasers for a total of 8,087,376 shares of
Yingfeng's common stocks ("Yingfeng Shares"), at the exchange rate of one CREG
share for three Yingfeng shares. The Agreement was initially negotiated and
signed by Sellers and the representative of Purchasers on February 22, 2007. On
June 21, 2007, the Agreement was executed and consummated when all Purchasers
and Sellers received the physical stock certificates of CREG shares and Yingfeng
Shares delivered by the other party, pursuant to the Execution and Closing
Clause of the Agreement.
As the result of this share exchange transaction, the Purchasers, who are 472
individual shareholders of Yingfeng, acquired in total 2,695,792 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 Sellers,
Guohua Ku and Hanqiao Zheng own 8,784,273 and 0 shares of CREG's common stocks
respectively after the consummation of this transaction.
Since the Sellers of the aforementioned CREG shares in this transaction are the
Company's shareholders 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 in this transaction.
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 (472 individual shareholders of Yingfeng) acquired from the Selling
Shareholders (Guohua Ku and Hanqiao Zheng) 2,695,792 shares of CREG's common
stocks. As the result, the Purchasers become the shareholders of CREG. The
Sellers, Guohua Ku and Hanqiao Zheng, own 8,784,273 and 0 shares of CREG's
common stocks respectively after the consummation of this transaction.
Since the Sellers of the aforementioned CREG shares in this transaction are the
Company's shareholders 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 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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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: June 21, 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 Exchange Agreement