Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
SCHEDULE
13D
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. _____)
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, Shan Xi Province
China
710068
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December
24, 2008
(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. 101400307 |
13D
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Page 2 of
5
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NAMES OF REPORTING PERSONS:
Guohua
Ku
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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PF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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People’s
Republic of China
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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18,706,943
shares of Common Stock
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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-- |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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18,706,943
shares of Common Stock
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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-- |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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18,706,943
shares of Common Stock
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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48.2%
of the outstanding Common Stock
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS): |
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IN |
Page 3 of
5
Item
1. Security and
Issuer
This
Statement on Schedule 13D (this "Statement") relates to common stock, $0.001 par
value per share (the "Common Stock"), of CHINA RECYCLING ENERGY CORPORATION, a
Nevada corporation ("Issuer"). The principal executive offices of the Issuer are
located at 12/F, Tower A of the Chang An International Building, No. 88 Nan
Guan Zheng Jie, Xi An City, Shan Xi Province, People’s Republic of China
710068.
Item
2. Identity and
Background
This
Statement is filed by Guohua Ku, a citizen of People’s Republic of China
("Reporting Person"). The business address of the Reporting Person is 12/F,
Tower A of the Chang An International Building, No. 88 Nan Guan Zheng Jie,
Xi An City, Shan Xi Province, People’s Republic of China 710068. The
Reporting Person is currently the Chief Executive Officer and Chairman of the
Board of the Issuer.
During
the past five years, the Reporting Person: (i) has not been convicted in a
criminal proceeding; and (ii) was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of
Funds or Other Consideration
The funds
were derived from the Reporting Person’s personal funds.
Item
4. Purpose of the
Transaction
Pursuant
to a Share Purchase Agreement, dated December 24, 2008 (the "Share Purchase
Agreement"), between the Reporting Person and Hanqaio Zheng (“Zheng”), the
Reporting Person acquired 18,706,943 shares of common stock of the Issuer, at
the price of $0.40 per share. A copy of the Share Purchase Agreement
is attached hereto as Exhibit 1 and incorporated herein by
reference. The purpose of the transaction was
investment.
The
Reporting Person may in the future determine to: (i) acquire additional
securities of the Issuer through open market purchases, private agreements or
otherwise, (ii) dispose of all or a portion of the securities of the Issuer
owned by it, or (iii) consider plans or proposals which would relate to or
result in: (a) the acquisition by any person of additional securities of the
Issuer; (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) the sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the board of directors or management of the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies of the board of directors of the
Issuer; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer’s business or
corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments;
(h) any other action whether or not similar to those enumerated above. The
Reporting Person reserves the right to take actions to influence the management
of the Issuer should it deem such actions appropriate.
Page 4 of
5
Item
5. Interest in
Securities of the Issuer
(a) and
(b) The aggregate number of shares beneficially owned by the Reporting Person
identified in this filing is 18,706,943 Shares or 48.2% of the Common Stock,
based on 38,778,035 shares outstanding of the Issuer's common stock as of
February 1, 2010. 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
Pursuant
to a Share Pledge Agreement, dated November 16, 2007, by and among Zheng,
Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P (the
“Share Pledge Agreement”), which agreement is attached hereto as Exhibit 2 and
incorporated herein by reference, as security for notes issued to Carlyle Asia
Growth Partners III, L.P. and CAGP III Co-Investment, L.P. (collectively,
the “Secured Parties”), Zheng, then President of the Issuer, pledged 9,653,471
shares of Common Stock of the Issuer held by him to the Secured
Parties.
In
connection with the transfer of all of the shares of Common Stock of the Issuer
held by Zheng to the Reporting Person, on December 24, 2008, the Share Pledge
Agreement was amended pursuant to a First Amendment to Share Pledge Agreement by
and among Zheng, the Reporting Person and the Secured Parties (the “Pledge
Amendment”) to substitute the Reporting Person for Zheng. The Pledge
Amendment is attached hereto as Exhibit 3 and incorporated herein by
reference. As a result, 9,653,471 shares of Common Stock of the
Issuer held by the Reporting Person are pledged to the Secured Parties in
connection with a $5,000,000 promissory note (the “Secured Note”) issued by the
Issuer to the Secured Parties, which note bears interest at 5% per annum
and will mature on April 29, 2011. Upon an event of default under the
Secured Note, the Reporting Person irrevocably appoints the Secured Parties as
its proxy to exercise all voting rights with respect to the pledged
shares.
Item
7. Material to be Filed
as Exhibits
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1.
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Share
Purchase Agreement, dated December 24, 2008, between Hanqaio Zheng
and Guohua Ku.
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2.
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Share
Pledge Agreement, dated November 16, 2007, by and among Hanqaio Zheng,
Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment,
L.P.
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3.
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First
Amendment to Share Pledge Agreement, dated December 24, 2008, by and among
Hanqaio Zheng and Guohua Ku, Carlyle Asia Growth Partners III, L.P. and
CAGP III Co-Investment, L.P.
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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.
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Date:
March 8, 2010
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/s/ Guohua
Ku
Reporting
Person
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