-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jgw78kH1SAPUSBCxCcov88gb2jjuZyEtIGJaTX0fkQRUdsu2B8ihiRDWkBAwUgR1 W4ChPJW7S+d3AoHpPtHrDA== 0001010549-07-000727.txt : 20070824 0001010549-07-000727.hdr.sgml : 20070824 20070824142949 ACCESSION NUMBER: 0001010549-07-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070823 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12536 FILM NUMBER: 071078047 BUSINESS ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 BUSINESS PHONE: 86-21 6336-8686 MAIL ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 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 8-K 1 creg8k082407.txt FORM 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [GRAPHIC OMITTED] FORM 8-K [GRAPHIC OMITTED] 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) [GRAPHIC OMITTED] 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.) [GRAPHIC OMITTED] 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 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 - ----------------- -------------------------------------------------------------- 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 ------------ Guohua Ku President and Chairman EXHIBIT INDEX Exhibit No. Description - ----------------- -------------------------------------------------------------- 10.1 Share Purchase Agreement 99.1 Letter of Resignation of Guohua Ku EX-10.1 2 creg8kex101082407.txt Form 8-K Exhibit 10.1 - -------------------------------------------------------------------------------- SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into this August 23, 2007, by and between Hanqiao Zheng ("Purchaser") and Guohua Ku ("Seller"). RECITALS: WHEREAS, the Seller is the owner of 8,160,863 shares (the "CREG Shares") of ownership interest of China Recycling Energy Corporation, a Nevada Corporation (the "CREG"); WHEREAS, the Purchaser is natural person and citizen of the People's Republic of China; WHEREAS, the Seller has determined that it is in his best interest to exchange, subject to the terms and conditions set forth herein, all of his CREG Shares with the Purchaser; and WHEREAS, the Purchaser has determined that it is in his best interests to purchase all the CREG shares owned by the Seller, AGREEMENT: NOW, THEREFORE, in consideration of the premises and the agreements set forth herein, the Seller and the Purchaser agree as follows: ARTICLE I SHARE EXCHANGE Section 1.01. The Share Purchase. Subject to the terms and conditions of this Agreement, the Seller agrees to assign, transfer and deliver to the Purchaser, at the Closing, all the CREG shares (8,160,863 Shares) owned by him. As exchange, Purchaser agrees to pay the Seller, at the Closing, 2,040,215 US Dollars in cash ( US $ 0.25 per share representing the fair market price of the CREG common stocks). Section 1.02. Execution and Closing. The Share Exchange shall take place at such other time and place as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place is designated as the "Closing"). The Seller shall deliver to the Purchaser either (i) a certificate or certificates representing the CREG Shares or (ii) instruments of assignment or transfer that shall, in the reasonable opinion of the Purchaser be necessary to transfer the CREG Shares to each of the Purchaser. The Purchaser shall also make the full payment of 2,040,215 US Dollars the Seller by either (i) bank wire transfer or (ii) check. The Agreement is not deemed executed and the Share Purchase is not deemed completed until the Purchaser receives the physical certificates representing the CREG Shares delivered by the Seller and the Seller receives the full payment made by the Purchaser. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser has all power and authority to execute, deliver and perform this Agreement. (b) This Agreement is the valid and binding obligation of each of the Purchaser, enforceable against each of the Purchaser in accordance with its terms. (c) The CREG Shares will be acquired for investment for the account of the Purchaser, and not as a nominee or agent, and not with a view to the distribution or public offering thereof. In connection therewith, the Purchaser confirms that he is neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S, nor located within the United States, and that the transaction will be between non-U.S. Persons, and take place outside of the United States. (d) The Purchaser has not been contacted concerning the acquired CREG Shares or the matters set forth in this Agreement by means of any advertisement or other general solicitation. (e) The Purchaser understands that (i) the acquired CREG Shares have not been registered under either the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state by reason of specific exemptions therefrom and that such securities may be resold in the United States without registration under the Securities Act only in certain limited circumstances. (f) The Purchaser has access to information relating to the CREG as the Purchaser deems necessary to make an informed investment decision in connection with the acquired CREG Shares, and except as provided in Section 2.02 below, the Seller is making no representations and warranties concerning the acquired CREG Shares or the business of the CREG. (g) Each of the Purchaser understands that Regulation S promulgated under the Securities Act, is available only for offers and sales of securities outside the United States, and will comply with Regulation S, specifically complying with the restrictions on re-sale of the securities of Rules 903 (a) and (b)(3) of Regulation S. (h) Legends. The Purchaser acknowledges that the CREG Shares he acquires will bear the following restrictive legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE SECURITIES, ACKNOWLEDGES THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL OR STATE LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES PURSUANT TO (I) RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS TO WHOM WRITTEN NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND ANY APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY TO THAT EFFECT. (i) The Purchaser acknowledges that he is aware of his respective obligations under the Securities Exchange Act of 1934 (the "1934 Act"), including, but not limited to those filing obligations that are triggered as a result of the consummation of the sale of the Sale Shares pursuant to Sections 13 and 16 of the 1934 Act, together with filings required to be made by the Company, under the control of the Purchaser, after the consummation of the sale of the Sale Shares. Section 2.02. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows: (a) The Seller has all power and authority to execute, deliver and perform this Agreement. (b) This Agreement is the valid and binding obligation of the Seller, enforceable against the Sellers in accordance with its terms. (c) The Seller is the record and beneficial owners of the CREG Shares acquired by Purchaser and the CREG Shares exchanged pursuant to this agreement have not been assigned, pledged, sold, transferred or otherwise conveyed. ARTICLE III MISCELLANEOUS Section 3.01. Governing Law; Successors and Assigns. This Agreement shall be governed and construed in accordance with the law of the State of Nevada and applicable federal law and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties Section 3.02. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any prior agreement or understanding between the Purchaser and the Seller with respect to the transfer of the Sale Shares between the Seller and the Purchaser. Section 3.03. Headings. The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. Section 3.04. Counterparts. This Agreement may be executed in any number of counterpart copies, all of which copies shall constitute one and the same instrument. Section 3.05. Independent Counsel. The Purchaser and the Seller each acknowledge that this Agreement has been prepared on behalf of the Seller by Bernard & Yam, LLP, counsel to the Seller and that Bernard & Yam, LLP is not representing, and is not acting on behalf of, the Purchaser in connection with this Agreement. The Purchaser have been provided with an opportunity to consult with their own counsel and their own business, securities and tax advisors with respect to this Agreement. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the parties hereto have signed this Share Purchase Agreement as of the date first above written. ------------------------------------------------------------------------ Signature Page for Seller SELLER By /s/Guohua Ku ------------ Guohua Ku -------------------------------------------------------------------------- Signature Page for Purchaser PURCHASER By /s/Hanqiao Zheng ---------------- Hanqiao Zheng EX-99.1 3 creg8kex991082407.txt Form 8-K Exhibit 99.1 - -------------------------------------------------------------------------------- August 23, 2007 Board of Directors China Recycling Energy Corporation 429 Guangdong Road Shanghai, China 200001 Dear Board of Directors of China Recycling Energy Corporation I hereby resign my position as the member of the Board of Directors of China Recycling Energy Corporation (the "Company") and the member of any committee thereof, effective August 23, 2007. I also resign my position as President, Chairman and the Chief Technology Officer of the Company at the same time. This resignation is not the result of any disagreement with the Company. I have no claim against the Company for fees or compensation relating to my services. I enjoyed my term serving the Board and the Company. I sincerely wish the Company continued success, and I want to thank you for all the support you have given me. Please feel free to contact me at any time if I can be of further assistance. Sincerely, Signature: /s/Guohua Ku ------------ Guohua Ku -----END PRIVACY-ENHANCED MESSAGE-----