SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAGP GENERAL PARTNER, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHINA RECYCLING ENERGY CORP [ CREG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 04/29/2008 C(1) 7,785,415 A $1.23 7,785,415 I Held by Limited Partnership(1)
Common Stock, par value $0.001 per share 04/29/2008 C(1) 346,331 A $1.23 346,331 I Held by Limited Parnership(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5% Secured Convertible Promissory Note $1.23 04/29/2008 C(1) $5,000,000 11/16/2007 11/16/2009 Common Stock par value $0.001 per share 4,065,040(1) $0 0 I Held by Limited Partnership(1)
5% Secured Convertible Promissory Note (1) 04/29/2008 P(1) $5,000,000 03/30/2010(1) 04/29/2011(1) Common Stock par value $0.001 per share (1) $5,000,000 $5,000,000 I Held by Limited Partnership(1)
Option to Purchase 5% Secured Convertible Promissory Note (1) 04/29/2008 J(1) 0 (1) (1) Common Stock par value $0.001 per share (1) $0(1) 0(1) I Held by Limited Partnership(1)
1. Name and Address of Reporting Person*
CAGP GENERAL PARTNER, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CARLYLE ASIA GROWTH PARTNERS III, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAGP III CO-INVESTMENT, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CARLYLE OFFSHORE PARTNERS II LTD

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE. 220

(Street)
WASHINGOTON DC

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TCG HOLDINGS CAYMAN, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TC GROUP CAYMAN, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CAGP, LTD.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. See Exhibit 99.1.
Remarks:
This Statement on Form 4 is filed jointly by Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., CAGP General Partner, L.P., CAGP Ltd., TC Group Cayman, L.P., TCG Holdings Cayman, L.P., and Carlyle Offshore Partners II, Ltd (collectively, the "Reporting Persons"). The principal business address of each of the Reporting Persons is c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W., Ste. 220 S, Washington D.C. 20004-2505. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein.
/s/Daniel A. D'Aniello (Carlyle Offshore Partners II, Ltd.) 04/29/2008
/s/ Daniel A. D'Aniello (TCG Holdings Cayman, L.P.) 04/29/2008
/s/ Daniel A. D'Aniello (TC Group Cayman, L.P.) 04/29/2008
/s/ Daniel A. D'Aniello (CAGP, Ltd.) 04/29/2008
/s/ Daniel A. D'Aniello (CAGP General Partner, L.P.) 04/29/2008
/s/ Daniel A. D'Aniello (Carlyle Asia Growth Partners III, L.P.) 04/29/2008
/s/ Daniel A. D'Aniello (CAGP III Co-Investment, L.P.) 04/29/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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