0001144204-15-043069.txt : 20150717 0001144204-15-043069.hdr.sgml : 20150717 20150717144754 ACCESSION NUMBER: 0001144204-15-043069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150717 DATE AS OF CHANGE: 20150717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA RECYCLING ENERGY CORP CENTRAL INDEX KEY: 0000721693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 900093373 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35537 FILM NUMBER: 15993618 BUSINESS ADDRESS: STREET 1: 12TH FLOOR, TOWER A, CHANG AN INTL BLDG STREET 2: NO. 88 NAN GUAN ZHENG XIE CITY: XI AN CITY, SHAN XI PROVINCE STATE: F4 ZIP: 710068 BUSINESS PHONE: 86-29-8765-1097 MAIL ADDRESS: STREET 1: 12TH FLOOR, TOWER A, CHANG AN INTL BLDG STREET 2: NO. 88 NAN GUAN ZHENG XIE CITY: XI AN CITY, SHAN XI PROVINCE STATE: F4 ZIP: 710068 FORMER COMPANY: FORMER CONFORMED NAME: CHINA DIGITAL WIRELESS INC DATE OF NAME CHANGE: 20040810 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER ACQUISITIONS INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BREWING CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ku Guohua CENTRAL INDEX KEY: 0001387920 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: SHAANXI BLOWER GROUP, DAI WANG BAN STREET 2: LINTONG DISTRICT CITY: XI'AN, SHAANXI PROVINCE STATE: F4 ZIP: 710600 SC 13D/A 1 v415735_sc13da.htm SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

 

SCHEDULE 13D/A

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §  240.13Dd-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

 

(Amendment No. 1)

 

China Recycling Energy Corporation
(Name of Issuer)

 

Common Stock, $0.001 Par Value
(Title of Class of Securities)

 

168913101
(CUSIP Number)

 

Guohua Ku
China Recycling Energy Corporation
12/F, Tower A

Chang An International Building

No. 88 Nan Guan Zheng Jie

Xi An City, Shaan Xi Province

China 710068
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 

August 27, 2014
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box. ¨

 

(Continued on following pages)

(Page 1 of 5)

 

 
 

 

CUSIP NO.  168913101 13D Page 2 of 5

 

1. NAME OF REPORTING PERSONS
Guohua Ku
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) ¨

3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  o
6. CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China

  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER
31,879,074 shares of Common Stock
8. SHARED VOTING POWER
————
9. SOLE DISPOSITIVE POWER
31,879,074 shares of Common Stock
10. SHARED DISPOSITIVE POWER
————

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,879,074 shares of Common Stock
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                   o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.37% of the outstanding Common Stock
14. TYPE OF REPORTING PERSON
IN

 

 
 

 

CUSIP NO. 168913101 13D/A Page 3 of 5

 

Explanatory Note:

 

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on March 8, 2010 (the "Statement"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Statement is amended and supplemented by inserting the following information:

 

Since the filing of the Statement, the Reporting Person has acquired an additional 50,000 shares of common stock in the open market for the purpose of investment.

 

Pursuant to a Share Purchase Agreement, dated August 27, 2014 (the "Share Purchase Agreement") between the Reporting Person and the Issuer, the Reporting Person acquired 13,829,074 shares of common stock of the Issuer at the price of $1.37 per share. The Share Purchase Agreement was filed with SEC as exhibit 10.1 of the Form 8-K on August 27, 2014 and is incorporated herein by reference. The purpose of the transaction was investment.

 

On May 4, 2015, the Reporting Person gifted 706,943 shares of common stock of the Issuer to certain employees of the Issuer.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Statement is amended and restated in its entirety by inserting the following information:

 

(a) and (b) The aggregate number of shares beneficially owned by the Reporting Person identified in this filing is 31,879,074 Shares or 38.37% of the common stock, based on 83,084,035 shares outstanding of the Issuer's common stock as of July 13, 2015. The Reporting Person has sole voting and dispositive power over the subject securities.

 

(c) The Reporting Person has not effected any transactions regarding the Common Stock of the Issuer over the preceding sixty (60) days.

 

(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares owned by the Reporting Person.

 

(e) Not applicable.

 

Item 6. Contract, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Statement is amended and supplemented by inserting the following information:

 

In August 2010, the Reporting Person and Secured Parties entered into the Second Amendment to Share Pledge Agreement (the "Second Amendment"), which is attached hereto as Exhibit 1 and incorporated herein by reference. Pursuant to the Second Amendment, Parties agreed that the number of pledged shares was reduced to 4,716,574 common shares from 9,653,471 common shares.

 

On July 12, 2011, the Reporting Person and Secured Parties entered into the Third Amendment to Share Pledge Agreement (the "Third Amendment"), which is attached hereto as Exhibit 2 and incorporated herein by reference. Pursuant to the Third Amendment, Parties agreed that the number of pledged shares was reduced from 4,716,574 common shares to 0 common shares with the release of all pledged shares, and Parties further agreed to terminate the Share Pledge Agreement (as amended) on the date of the Third Amendment.

 

 
 

 

CUSIP NO. 168913101 13D/A Page 4 of 5

 

On August 27, 2014, Reporting Person and the Issuer entered into a Share Purchase Agreement, pursuant to which the Reporting Person acquired 13,829,074 shares of common stock of the Issuer at the price of $1.37 per share. The Share Purchase Agreement was filed with SEC as exhibit 10.1 of the Form 8-K on August 27, 2014 and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

1. Second Amendment to Share Pledge Agreement, dated August, 2010, by and among Guohua Ku, Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P.
   
2. Third Amendment to Share Pledge Agreement, dated July 12, 2011, by and among Guohua Ku, Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P
   
3. Share Purchase Agreement, dated August 27, 2014, between the Issuer and Guohua Ku  (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer with the SEC on August 27, 2014).

 

 
 

 

CUSIP NO. 168913101 13D/A Page 5 of 5

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

 

  Date: July 17, 2015
   
  /s/  Guohua Ku
  Reporting Person

 

 

EX-1 2 v415735_ex1.htm EXHIBIT 1

 

Exhibit 1

 

Second AMENDMENT TO Pledge Agreement and Partial release

 

This Second Amendment to Pledge Agreement is entered into this ____ day of August, 2010. Reference is made to that certain Share Pledge Agreement (the “Pledge Agreement”) dated November 6, 2007, between Hanqiao Zheng as Pledgor and Carlyle Asia Growth Partners III, L.P., a limited partnership (“CAGP”) and CAGP III Co-Investment, L.P. (“CAGP Co”) both of whom are limited partnerships organized under the laws of the Caymen Islands and known under the Pledge Agreement as the “Secured Party” and in this agreement as the Secured Parties and to that certain First Amendment to Pledge Agreement made in December 2008 (the “First Amendment”) among Zheng, the Secured Party and Guohua Ku (“Ku”).

 

WHEREAS, the Collateral which is the subject of the Pledge Agreement and known as the “Pledged Shares” under that agreement has at all times since the First Amendment been in the possession of Ku and together with the certificates therefore is presently in the possession of Ku, and

 

WHEREAS, the parties to this Second Amendment to Pledge Agreement (this “Agreement”) have agreed that the pledge of certain of the Pledged Shares under the Pledge Agreement and the security interests in such shares provided thereunder are no longer necessary, and

 

WHEREAS, the parties further have agreed that it is in the best interest of all parties to this Agreement, that the Pledge Agreement and the First Amendment be further amended and certain of the Pledged Shares be released .

 

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.          The Pledged Shares in the Pledge Agreement and the First Amendment shall as of the date of this Agreement be reduced from 50% to 25% of the Common Shares held by the Pledgor. Parties agree that the number of Pledged Shares is hereby reduced to 4,716,574 Common Shares from 9,653,471 Common Shares, which is 25% of the Common Shares currently held by the Pledgor. Except as expressly set forth herein, all terms of the Pledge Agreement remain in full force and effect, and constitute the legal, valid, binding and enforceable obligations of the parties thereto.

 

2.          Each of Ku on one hand and each of CAGP and CAGP Co., as a Secured Party, on the other acknowledges to the other that it has no claims with respect to the collateral or otherwise arising under the Pledge Agreement or the First Amendment and each hereby releases the other from all possible claims which might arise in the future with respect to those agreements in connection with the released shares in this Agreement.

 

3.          Ku acknowledges that he has possession of the Pledged Shares and all certificates reflecting the Pledged Shares.

 

4.          The parties acknowledge that there was and is no Additional Collateral as that term is defined in the Pledge Agreement.

 

1
 

 

5.          Each Secured Party hereby acknowledges the partial release of the security and the amendment of the Agreement and the First Amendment and any and all rights, including any security interest, that such Secured Party may have therein and thereunder.

 

6.          This Agreement may be executed in any number of counterparts each of which shall constitute an original but all of which when taken together shall constitute but one contract.

 

7.          This amendment shall be governed by and construed in accordance with the laws of the State of New York without respect to any principles of conflict of law.

 

8.          The parties agree to execute any other documents necessary to carry out the purposes of this Agreement.

 

IN WITNESS WHEREOF, the Parties have caused this Second Amendment Agreement to be executed as of the date first above written.

 

By:  
  Guohua Ku

 

CARLYLE ASIA GROWTH PARTNERS III, L.P.
   
By:  
   
Name:  
   
Title:  

 

CAGP III Co-Investment, L.P.
   
By:  
   
Name:  
   
Title:  

 

2

EX-2 3 v415735_ex2.htm EXHIBIT 2

 

Exhibit 2

 

Third AMENDMENT, Release and Termination of Pledge Agreement

 

This Third Amendment to Pledge Agreement is entered into this 12th day of July, 2011. Reference is made to that certain Share Pledge Agreement (the “Pledge Agreement”) dated November 6, 2007, between Hanqiao Zheng as Pledgor and Carlyle Asia Growth Partners III, L.P., a limited partnership (“CAGP”) and CAGP III Co-Investment, L.P. (“CAGP Co”) both of whom are limited partnerships organized under the laws of the Caymen Islands and known under the Pledge Agreement as the “Secured Party” and in this agreement as the Secured Parties and to that certain First Amendment to Pledge Agreement made in December 2008 (the “First Amendment”) among Zheng, the Secured Party and Guohua Ku (“Ku”) and to that certain Second Amendment to Pledge Agreement and Partial Release made in August 2010 between the Secured Party and Ku (the “Second Amendment”). (each a "Party" and collectively the "Parties")

 

WHEREAS, in the Second Amendment, the Parties have agreed to a partial release of the Pledged Shares and reduced the number of Pledged Shares from 9,653,471 Common Shares to 4,716,574 Common Shares, which is 25% of the Common Shares then held by the Pledgor, and

 

WHEREAS, the “Pledged Shares” under that agreement have at all times since the Second Amendment been in the possession of Ku and together with the certificates therefore are presently in the possession of Ku, and

 

WHEREAS, the Parties have agreed the pledge of certain of the Pledged Shares under the Pledge Agreement and the security interests in such shares provided thereunder are no longer necessary, and

 

WHEREAS, the Parties further have agreed that it is in the best interest of all parties to this Agreement, that the Pledge Agreement is to be further amended, all the Pledged Shares are to be released and the Pledged Agreement (as amended) is to be terminated.

 

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

 

1.          The Pledged Shares in the Pledge Agreement and its First and Second Amendments shall as of the date of this Agreement be reduced from 25% to 0% of the Common Shares held by the Pledgor. Parties agree that the number of Pledged Shares is hereby reduced from 4,716,574 Common Shares to 0 Common Shares. In consideration of all the Pledged Shares having been released, the Parties agree that the Pledge Agreement (as amended) is hereby terminated as of the date of this Agreement.

 

2.          Each of Ku on one hand and each of CAGP and CAGP Co., as a Secured Party, on the other acknowledges to the other that it has no claims with respect to the collateral or otherwise arising under the Pledge Agreement or the First and Second Amendments and each hereby releases the other from all possible claims which might arise in the future with respect to those agreements in connection with the released shares in this Agreement.

 

3.          Ku acknowledges that he has possession of the Pledged Shares and all certificates reflecting the Pledged Shares.

  

1
 

 

4.          The Parties acknowledge that there was and is no Additional Collateral as that term is defined in the Pledge Agreement.

 

5.          This Agreement may be executed in any number of counterparts each of which shall constitute an original but all of which when taken together shall constitute but one contract.

 

6.          This amendment and termination shall be governed by and construed in accordance with the laws of the State of New York without respect to any principles of conflict of law.

 

7.          The Parties agree to execute any other documents necessary to carry out the purposes of this Agreement.

 

IN WITNESS WHEREOF, the Parties have caused this Third Amendment and Termination Agreement to be executed as of the date first above written.

 

By:  
  Guohua Ku
   

 

CARLYLE ASIA GROWTH PARTNERS III, L.P.
   
By:  
   
Name:  
   
Title:  

 

CAGP III Co-Investment, L.P.
   
By:  
   
Name:  
   
Title:  

 

2