Unassociated Document
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 29, 2010
CHINA RECYCLING ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-12536
|
90-0093373
|
|
|
|
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
12/F,
Tower A
Chang An
International Building
No. 88
Nan Guan Zheng Jie
Xi An
City, Shan Xi Province
China
710068
(Address
of principal executive offices, including zip code)
(86-29)
8769-1097
(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 June
29, 2010, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a
wholly owned subsidiary of China Recycling Energy Corporation (the “Company”)
entered into a Biomass Power Generation Asset Transfer Agreement (the “Transfer
Agreement”) with Xueyi Dong (the “Seller”), a natural person with Chinese
citizenship.
The
Transfer Agreement provides for the sale to Xi’an TCH of a set of 12,000 KW
biomass power generation systems from the Seller. As consideration
for the biomass power generation system, Xi’an TCH will pay to the Seller RMB
100,000, 000 (approximately $14,705,882), among which RMB 20,000,000 in cash and
RMB 80,000,000 with equivalent shares of the Company’s common stock. The stock
price will be the same price as the Company’s public offering price in the first
public offering which occurs in 2010 or 2011 but in no circumstance less than $4
per share. The exchange rate between U.S. Dollar and Chinese RMB in
connection with the stock issuance is 1:6.8. These shares have
piggy back registration rights and are subject to a one year lock-up
period.
The
Seller and Xi’an TCH have made customary representations, warranties and
covenants in the Transfer Agreement. The description contained herein of the
terms of the Transfer Agreement do not purport to be complete and are qualified
in their entirety by reference to the Transfer Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
On June
29, 2010, Xi’an TCH also entered into a Biomass Power Generation
Project Lease Agreement (the “Lease Agreement”) with PuCheng XinHengYuan Biomass
Power Generation Co., Ltd., (“XHY”) a limited liability company in Pucheng,
China. Under the Lease Agreement, Xi’an TCH will lease a set of
12,000 KW biomass power generation systems to XHY at minimum RMB 1,900,000 per
month (approximately $279,412) for a term of 15 years. The leasing
fee will increase proportionately with the biomass generated electricity fee in
China during the term of the Lease Agreement. XHY will provide one
month leasing fee as security deposit to Xi’an TCH as well as personal
guarantees from one of its shareholders.
The
description contained herein of the terms of the Lease Agreement do not purport
to be complete and are qualified in their entirety by reference to the Lease
Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated
by reference herein.
|
Item 9.01
|
Financial Statements and
Exhibits
|
(d) The
following exhibit is filed with this report.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Biomass
Power Generation Asset Transfer Agreement
|
|
10.2
|
|
Biomass
Power Generation Project Lease
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:
July 6, 2010
|
|
|
|
Xinyu
Peng, Chief Financial
Officer
|