Smart Powerr Corp. (NASDAQ:CREG)

XI'AN, China, Dec. 19, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation (Nasdaq: CREG) ("CREG" or "the Company"), an industrial waste-to-energy solution provider in China, today announced that Mr. Jackie Shi has been appointed to the position of Chief Financial Officer.

“We are delighted to have Jackie rejoin the CREG executive team,” said Mr. Guohua Ku, CEO and Chairman of the Board of CREG. “Jackie brings financial, strategic, management and executive leadership skills that will be a tremendous asset to CREG as we drive our next phase of growth and profitability.  At this time, we would also like to thank Adeline Gu for her tenacious efforts to CREG in its finance operations and look forward to her contributions as Secretary to the Board of Directors and Assistant to the CFO. ”
               
Mr. Shi has nearly 18 years of executive finance experience at leading energy and technology companies. He recently served as advisor to the Board of Directors of the Company since September 28, 2016 and served as the CFO of the CREG from May 16, 2015 to September 27, 2016.  Prior to this role, Mr. Shi had joined Xi’an TCH Energy Technology Company, Ltd., a wholly owned subsidiary of the Company in 2014 as a VP of Finance and he previously worked as the Director of Investor Relations for Xiaan Natural Gas Group from 2005 to 2014. He studied professional accounting at the University of New South Wales, Australia from 2001 to 2003, and was awarded his master’s degree of finance in 2003. He studied public administration in Northwest University of China from 1994 to 1998 and obtained his bachelor’s degree of law in 1998.

"I can’t imagine a more exciting time to be the CFO of CREG,” said Mr. Shi. “Smart power storage solutions are revolutionizing the global energy landscape.  With CREG’s recent strategic transition, the Company is well poised to lead this industry transformation in China and abroad.  I believe the potential for growth and value creation is tremendous, given the smart and passionate people that I have already known in the Company supported by a strong technology portfolio that when executed, will generate returns for our clients and shareholders.”

XI'AN, China, Dec. 17, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation (Nasdaq: CREG) ("CREG" or "the Company"), an industrial waste-to-energy solution provider in China, today provided an update on the Company’s potential acquisition of Xi’an Yineng Zhihui Technology Co., Ltd. ("YNZH"), a next generation energy storage solution provider in China.

The Company has formally completed its evaluation and due diligence on YNZH. The Company engaged Beijing Zhongqin Yongli Asset Evaluation Co., Ltd., an independent valuation advisor, to conduct the valuation appraisal of YNZH. Subsequently, the Company will negotiate a definitive purchase agreement (“Agreement”) for the acquisition.
           
Mr. Guohua Ku, Chairman and Chief Executive Officer of CREG, said, “Our acquisition plan for YNZH is proceeding as scheduled. With our extensive investment and operational experience in recycling power stations, we are delighted to, join forces with what we believe to be the next generation of advanced energy storage solutions provided by YNZH. With this collaboration, CREG will be poised to pursue new growth opportunities, and secure a leading position in the energy storage industry, which will eventually maximize shareholder value.”

XI'AN, China, Nov. 25, 2019 (GLOBE NEWSWIRE) --  China Recycling Energy Corporation (Nasdaq: CREG) ("CREG" or "the Company"), an industrial waste-to-energy solution provider in China, today announced that it had exchanged all remaining outstanding warrants that were issued to investors as part of two financings in 2018 and 2019 (the “2018 and 2019 Warrants”), respectively for shares of CREG’s common stock.

Mr. Guohua Ku, Chairman and Chief Executive Officer of CREG, said, “This exchange offer helped to eliminate all outstanding warrants issued to investors, thereby simplifying the Company’s capital structure for our shareholders and removing a significant stock overhang.  As a result, we believe investors are now better able to value the business as we focus on new strategic growth initiatives.” 

Pursuant to the agreements with the investors in connection with the two financings, the 2018 and 2019 Warrants were exercisable anytime until April and October 2024 respectively. This and other features had led to potential dilution to existing shareholders and had been considered a significant barrier for potential new investors.

The company negotiated exchange agreements with the holders of the 3,754,536 outstanding 2018 and 2019 Warrants, whereby all of such 2018 and 2019 Warrants were exchanged for 2,054,214 new shares of CREG’s common stock.

Third Quarter 2019 Financial Results

• Net sales were $nil as compared to $1.14 million for the same period of 2018. The Company’s recent sales were generated by Erdos TCH Energy Saving Development Co. (“Erdos TCH”) to Erdos Metallurgy Co. Ltd. (“Erdos”). As of May 2019, Erdos TCH ceased its operations due to renovations and furnace safety upgrades of Erdos, and the Company expects the resumption of operations in 2020. During this period, Erdos will compensate Erdos TCH approximately $145,460 per month until operations resume; the Company expects the resumption of operations of Erdos TCH in February 2020.
• Total operating income was $nil as compared to $1.65 million for the same period of 2018.
• Total operating expenses were $2.83 million, a decrease of 24.34% as compared to the $3.74 million for the same period of 2018. The decrease was mainly due to a decrease in operating expenses of $1.13 million attributable to Erdos TCH due to its ceasing of operations, which was partly offset by an increase in bad debt expense of $0.22 million.

“As of September 30, 2019, we maintained a strong cash and cash equivalent balance of $50.85 million, although this represents a slight decrease of $2.37 million compared to $53.22 million as of December 31, 2018,” stated Mr. Guohua Ku, Chairman and CEO of the Company. “At the current time, we have evaluated several exciting strategic opportunities for the use of our cash to reinvest in innovative growth initiatives that will reposition our energy sustainability business in direct relation to smart power integrated solutions. Our objective is to vastly improve climate change efficiency in China, which we believe will better serve our clients, employees and shareholders. We look forward to potentially unveiling a major strategic initiative in the near future.”    

XI'AN, China, April 17, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation (CREG) (“CREG” or “the Company”), a leading industrial waste-to-energy solution provider in China, today announced the closing of its previously announced registered direct offering of 2,359,272 shares of its common stock, at a purchase price of $0.80 per share, for gross proceeds of approximately $1.88 million. Additionally, CREG has issued to the investors unregistered warrants to purchase up to 1,769,454 shares of common stock. The warrants have an exercise price of $0.9365 per share, are exercisable commencing six months following the issuance date and will expire five and one-half years from the issuance date.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The net proceeds of the offering and the private placement are estimated to be approximately $1.67 million, after deducting placement agent fees and other estimated offering expenses. CREG intends to use the net proceeds for working capital and general corporation purposes.

XI'AN, China, April 15, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation. (Nasdaq: CREG) (“CREG” or “the Company”), a leading industrial waste-to-energy solution provider in China, today reported certain highlights of its audited operating results for the full year ended December 31, 2018.

Full Year 2018 Financial Highlights:

Cash and cash equivalent were $53.22 million at December 31, 2018, an increase of $3.39 million compared to $49.83 million cash and cash equivalents at December 31, 2017.
Net sales were $0.49 million, a decrease of 24.68% compared to the prior year.  
Interest income on sales-type leases was $3.31 million, a decrease of 49.89% compared to the prior year.
Total operating income was $8.20 million, a decrease of 37.40% compared to the prior year.
Total operating expenses were $66.19 million, an increase of 807.54% compared to the prior year.  The increase was mainly due to an increase in bad debt expense of $30.46 million, resulting from delaying the payment for Zhongtai System, Shenqiu Systems and Pucheng Systems; an increase in assets impairment loss on fixed assets and construction in progress of $28.43 million, resulting from the management’s conservative estimates about the systems’ fair value.
For the full year 2018, GAAP-Net loss attributable to the Company was $(66.00) million, or $(7.62) per fully diluted share, compared to a net loss of $(7.34) million or $(0.88) per diluted share in the prior year period.  The decrease in 2018 was mainly resulted from management’s conservative approach on bad debts allowance estimates and systems’ fair value estimates.
The Company’s Chairman & CEO, Mr. Guohua Ku, commented, “cash flow provided by operating activities was $2.17 million during the year ended December 31, 2018, compared to $0.29 million cash used in operating activities during the year ended December 31, 2017. Despite this improvement, we had increased net loss of $66.0 million for 2018, which included $32.21 million in non-cash charges of bad debt expense and $28.43 million in non-cash charges of assets impairment loss; while in 2017, we had net loss of $7.34 million, which included $1.74 million in bad debt expense and $0 in assets impairment loss. We also had an increase in net cash inflow of $3.39 million in 2018."

"As of December 31, 2018, we had cash and cash equivalents of $53.22 million, an increase of $3.39 million compared to $49.83 million cash and cash equivalents at December 31, 2017.  For the year ended December 31, 2018, we had a net increase in cash and cash equivalents of $3.39 million, compared to a net increase in cash and cash equivalents of $2.08 million for the year ended December 31, 2017.”

Mr. Ku continued “We believe that, for the full 2018 fiscal year, the Company had net income loss primarily due to management’s conservative estimates about our systems’ fair value as well as our conservative approach on bad debts allowance estimates and systems’ fair value estimates. We remain confident in our market positioning and new energy storage portfolio. We anticipate seeing progress from our efforts late in 2019 and further into the future, with new growth andanticipated launches of additional projects in our energy storage business, which we believe will increase value to our customers, shareholders and employees.”

XI'AN, China, April 15, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation. (Nasdaq: CREG) (“CREG” or “the Company”), a leading industrial waste-to-energy solution provider in China, is pleased to announce today that it has entered into definitive purchase agreements with certain institutional accredited investors to purchase in a registered direct offering 2,359,272 shares of its common stock, at a purchase price of $0.80 per share, for gross proceeds of approximately $1.88 million. Additionally, CREG has also agreed to issue to the investors unregistered warrants to purchase up to 1,769,454 shares of common stock. The offering is expected to close on or about April 16, 2019, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The warrants will have an exercise price of $0.9365 per share, will be exercisable commencing six months following the issuance date and will expire five and one-half years from the issuance date.

CREG intends to use the net proceeds from this offering for working capital and general corporate purposes.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by CREG pursuant to a “shelf” registration statement on Form S-3 that was filed and declared effective by the Securities and Exchange Commission (“SEC”) and the base prospectus contained therein (File No. 333-221868). The offering of the shares of common stock will be made only by means of a prospectus. A final prospectus supplement and accompanying base prospectus relating to the securities being offered will be filed with the SEC.   Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at placements@hcwco.com.

Xian, China, March 28, 2019 (GLOBE NEWSWIRE) -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that today, Shanghai TCH Energy Technology Co., Ltd. (“Shanghai TCH”), a wholly-owned subsidiary of the Company, entered into an Agreement of Intent with Qingzhou Taihuacheng Real Estate Development and Management Co., Ltd. (“Taihuacheng”) to build an energy storage power station with total capacity of 50 MWH.

According to the agreement of intent, we will build an energy storage power station for Taihuacheng to realize three functions of reliable electricity consumption, high quality electricity consumption and economical electricity consumption.Our energy storage power station uses the energy storage battery to charge power from the grid during peak-off hours and discharge to their electrical equipment during peak hours, so as to save the cost of electricity by taking advantage of the difference in electricity prices between the peak and peak-off hours. At the same time, ensure that the important load of Taihuacheng won’t power outages as well as guarantee high quality power supply for its equipped precision equipment.

Mr. Guohua Ku, Chairman and CEO of the Company, commented: “We are very pleased to announce the good news. This will be our first energy storage power station and represents a substantial step forward in our entry into the energy storage market.  By virtue of our market resources and advanced energy storage technology the company will be bound to quickly seize the frontier position of energy storage, promote new profit growth, and finally achieve both revenue and profit growth.”

XI'AN, China, Oct. 30, 2018 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation. (CREG) (“CREG” or “the Company”), a leading industrial waste-to-energy solution provider in China, is pleased to announce today that it has entered into definitive purchase agreements with certain institutional accredited investors to purchase in a registered direct offering 1,985,082 shares of its common stock, at a purchase price of $1.375 per share, for gross proceeds of approximately $2.75 million, in a registered direct offering priced at-the-market. Additionally, CREG has also agreed to issue to the investors unregistered warrants to purchase up to 1,985,082 shares of common stock, at a purchase price per warrant of $0.125, for gross proceeds of approximately $0.25 million. The offering is expected to close on or about October 31, 2018, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The warrants will have an exercise price of $1.3725 per share, will be exercisable immediately and will expire five and one-half years from the issuance date.

The gross proceeds of the offering are expected to be approximately $3 million. CREG intends to use the net proceeds from this offering for working capital and general corporate purposes.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by CREG pursuant to a “shelf” registration statement on Form S-3 that was filed and declared effective by the Securities and Exchange Commission (“SEC”) and the base prospectus contained therein (File No. 333-221868). The offering of the shares of common stock will be made only by means of a prospectus. A final prospectus supplement and accompanying base prospectus relating to the securities being offered will be filed with the SEC.   Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at placements@hcwco.com.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

Xi’an, China, Oct. 29, 2018 (GLOBE NEWSWIRE) -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that, Xi’an Zhonghong New Energy Technology Co., Ltd. (“Zhonghong”), a wholly-owned subsidiary of the Company, has formally passed final completion acceptance of construction of Shandong Boxing CDQ (Coke Dry Quenching) Waste Heat Power Generation Project (the “Boxing CDQ Project”) in Shandong Boxing Victory Technology Co., Ltd.

The Boxing CDQ Project has met conditions for production now. The total investment of this project is RMB 200 million, including a set of 150-ton/hour CDQ system and one 25-megawatt waste heat power station, with annual generation capacity of 186m KWH, energy saving of 57,000 tons of standard coal, recovery of 35,000 tons of coke powder, emission reduction of 170,000 tons of carbon dioxide, 1 thousand tons of sulfur dioxide and 6 thousand tons of dust.

This project changes the previous practice of cooling fresh coke by spraying water to cool it, adopts the new coke cooling process by using low-temperature inert gas as the circulating medium, absorbs 83% of the heat from the high temperature coke coming out of the coke oven, and then transfers it to the waste heat boiler and follow-up device to produce steam and electricity. In addition, the dry quenching process not only uses the waste heat of coke production efficiently, but also utilizes  harmful materials such as coke powder produced in the production process as sintering raw materials, effectively solving the problem of coke corrosion equipment and air pollution, realizing clean production and improving coke quality.  

The Chairman of China Recycling Energy commented: "We are very pleased to announce that the company has overcome many difficulties and adverse factors, all the system construction and debugging of the project have been completed finally. During the trial operation, the coke dry quenching rate and power generation capacity have met the design requirements. This project is a landmark project for our company to enter into the field of dry-quenching coal chemical engineering in the energy saving and environmental protection industry, which not only creates additional clean energy for our customer but also generate steady cash revenue streams for us in the future.”

Xian, China, Oct. 02, 2018 (GLOBE NEWSWIRE) -- Xian, China, October 2, 2018, China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that on September 30, 2018, Shanghai TCH Energy Technology Co., Ltd. (“Shanghai TCH”), a wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement (the “Agreement”) with Mr. Jihua Wang to acquire 20% of the equity interests of Xi’an Xinhuan Energy Co., Ltd. (“Xinhuan”).

Pursuant to the Agreement, Shanghai TCH is acquiring 20% of the equity interests of Xinhuan for an aggregate purchase price of RMB 320 million (approximately $46.72 million) ( the “Purchase Price”), which will be paid as follows: (i) in cash in the amount of RMB 60 million (approximately $8.76 million); (ii) in the form of 2.6 million shares of the Company’s common stock using a value of $1.90 per share; and (iii) in the form of 17,376,950 shares of the Company’s preferred stock using a value of $1.90 per share, which such class of stock has not yet been authorized or designated.  The preferred shares will have no voting rights but will have preferential dividend rights to participate in and receive a 15% premium on a per share basis for any dividends declared and paid by the Company on its common stock. The holder of the preferred shares (the “Holder”) has the right to convert the preferred shares into shares of the Company’s common stock on a 1:1 basis after the 6 month anniversary of the issuance of the preferred shares, but the Holder may only exercise the conversion rights to the extent that, after giving effect to the issuance of common stock after such conversion, the Holder would beneficially own less than 20% of the Company’s issued and outstanding common stock.

The payment of the Purchase Prices in the form of the 2.6 million shares of common stock and 17,376,950 shares of preferred shares of the Company (the “Share Payment”) is contingent on the Company receiving shareholder approval at a special shareholders meeting for the Share Payment under the Agreement, and to create the new class of preferred shares and increase the number of authorized shares of common stock.

Mr. Guohua Ku, Chairman and CEO of the Company, commented: “We are very pleased to announce the good news that the Company has officially signed the agreement to purchase a 20% interest in Xinhuan, which is a big step for our company to enter the energy storage market. China's energy storage industry has entered the fast track of development. With years of research and development and accumulation of energy storage technology, and active and innovative applications in the energy storage business, Xinhuan has emerged as a new star in the energy storage field with its leading energy storage system of MW-level "reserving - storing – supplying." With a front-end energy storage technology scheme of "distributed layout, modular design, unitized access and centralized regulation," Xinhuan has become a pioneer in the application of large-capacity battery energy storage systems in China. Several power storage stations have been built in Shandong and Shaanxi provinces in China.  Upon the completion of our acquisition of 20% equity interest in Xinhuan, we expect that Xinhuan could contribute about RMB 20 million as the investment income to the Company under equity method of accounting each year due to the Company’s 20% ownership and voting stock of Xinhuan. With the combination of our market resources and customer relationship advantages and the energy storage technology advantages of Xinhuan, we expect to quickly seize a leading position in the energy storage market in China, promote new profit growth, and finally achieve both revenue and profit growth.

Xian, China, Sept. 04, 2018 (GLOBE NEWSWIRE) -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announce that Shanghai TCH Energy Technology Co., Ltd. (“Shanghai TCH”), its wholly owned subsidiary, recently entered into a Letter of Intention (“LOI”) with a shareholder of Xi’an Xinhuan Energy Co., Ltd. (“Xinhuan”) to acquire 20% ownership of Xinhuan by issuing new shares of CREG. The Company and Xinhuan will make joint efforts to develop energy storage business in China.

In the context of the national efforts to promote the development of energy storage industry, the energy storage industry has ushered in a golden decade of development. The Chinese government encourages energy storage enterprises to become larger and stronger in order to compete internationally, and promotes the large-scale development of energy storage industry. The energy storage industry, firstly as the “first aid” to the grid at the critical moment  to provide backup power supply and reduce the risk of power outage; secondly as an “energy sponge” to store power during electricity peak-off hours and release during peak hours to fill the gap; thirdly as the 'flexible energy resource' of the power system to guarantee the stable operation of the power grid and provide a new green means to alleviate the problems between power supply and demand.

SHANGHAI, China, Dec. 19, 2017 (GLOBE NEWSWIRE) -- China Recycling Energy Corp. (CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its wholly owned subsidiary Shanghai TCH Energy Technology signed a Cooperation Contract (the “Contact”) for Energy Storage Power Station Development with Shanghai Electric Distributed Energy Sources Technology Co., LTD. (“Shanghai Electric”) and Fujian Tongyong Hengtai Electrical Equipment Co., Ltd. (“Fujian Tongyong”) to jointly promote the development of energy storage industry.  Based on the common understanding, the parties will use their respective advantages in investment, construction, operation, technology research and development of power station to promote and develop energy storage businesses, which shows the Company has formally started its business development in the energy storage industry.  

In accordance with the Contract, the three parties intend to develop industrial and commercial energy storage power stations with total capacity of 100 MWH in Fujian, Guangdong and Jiangsu provinces in 2018. Shanghai Electric will be responsible for providing the most advanced commercialized energy storage technologies and equipment supporting services. CREG will be responsible for overall investment, construction, operation and maintenance of storage stations with combination of its own power plant technologies and construction experience. Fujian Tongyong will use its advantages as a local electric company in Fujian province to actively develop energy storage projects.

Ms. Li Ouyang, the general manager of Shanghai Electric comments: "We are pleased to sign this cooperation agreement. With the guidance and support of national industrial policy, we will apply currently the most feasible technologies into the commercialization of energy storage projects and seize the good opportunity of energy storage industry development."

Mr. Ku, the Chairman of board of directors of CREG comments: "Relying on our wealthy experience in the investment and operation of traditional recycling energy industry and ability to introduce overseas investment and capitals to this industry, this is a win-win cooperation with Shanghai Electric and Fujian Tongyong to exert the respective resources and advantages of each party to accelerate the development of the commercial market of energy storage power station and jointly create energy storage industry ecosystems in China."   

Second Quarter 2016 Financial Results

• Interest income on sales-type leases decreased 40.28% to US$3.78 million from US$6.33 million for the second quarter of 2015.
• Basic and fully diluted earnings per share (EPS) was US$0.28, as compared with US$1.36 for the second quarter of 2015.

Mr. Guohua Ku, Chairman and CEO of CREG, commented, 'Net income for the quarter decreased 79.17% due to decreased sales of system as there is no completion of new project. Compared with last year, on an on-going basis, we employ our expertise to find more avenues to recycle energy and provide saving to new types of energy intensive industries. We are encouraged by the active market in China for our energy savings and emissions reducing products and services, and we continue to pursue new proposals and opportunities.'

Item 8.01. Other Events.

On June 14, 2016, China Recycling Energy Corporation (the "Company") received a written notification from the NASDAQ Stock Market Listing Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) and that the matter is now closed.

The closing bid price of the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days. Accordingly, the Company has regained compliance with the Minimum Bid Price Requirement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 24, 2016, China Recycling Energy Corporation (the "Company") filed a Certificate of Change with the Secretary of State of Nevada with an effective date of May 25, 2016 (the “Effective Date”), at which time a 1-for-10 reverse stock split of the Company’s authorized shares of Common Stock, par value $0.001 (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), shall be effected.

Pursuant to Section 78.207 of the Nevada Revised Statutes, and pursuant to the Articles of Incorporation of the Company, on May 13, 2016 by unanimous written consent, the Board of Directors of the Company authorized the Reverse Stock Split. Pursuant to Section 78.209 of the Nevada Revised Statutes, our Board of Directors may take action to effect the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. Nevada law does not require the Company to obtain any vote or consent of our shareholders to consummate the Reverse Stock Split.

The Reverse Stock Split became effective for trading purposes at the market opening on May 26, 2016, at which time the Company’s Common Stock began trading on the NASDAQ Capital Market on a split-adjusted basis under the symbol “CREG.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 168913200.

The Company has rounded up to the next full share of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split.

XI'AN, China, May 25, 2016 (GLOBE NEWSWIRE) -- China Recycling Energy Corporation. (CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its Board of Directors unanimously approved a reverse stock split of its common stock at a ratio of 1-for-10, with anticipated trading on the split adjusted basis on NASDAQ commencing at the open of the stock market on May 26, 2016.

The purpose of the reverse split is to raise the per share trading price of the Company's common stock to regain compliance with the minimum $1.00 continued listing requirement for the listing of its common stock on The NASDAQ Capital Market.  In order to maintain the Company's listing on NASDAQ, the Company's common stock must have a closing bid price of $1.00 or more for a minimum of 10 consecutive trading days by June 13, 2016.

As a result of the reverse stock split, the number of the Company's authorized shares of common stock will be decreased from 200,000,000 shares to 20,000,000 shares and its outstanding common stock will be decreased from approximately 83 million to 8.3 million shares. Upon the effective date of the reverse stock split, every ten (10) shares of the Company's common stock outstanding automatically combine into one (1) new share of common stock. The Company will round up to the next full share of the Company's shares of common stock any fractional shares that result from the reverse stock split and no fractional shares will be issued in connection with the reverse stock split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the reverse stock split.

There can be no assurance that following the reverse split, the Company's common stock will remain above the $1.00 per share minimum for the requisite period as of June 13, 2016 to regain listing compliance.

CHINA RECYCLING ENERGY CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 (UNAUDITED)

XI'AN, China, March 29, 2016 /PRNewswire/ -- China Recycling Energy Corp. (CREG) (" CREG " or " the Company "), a leading industrial waste-to-energy solution provider in China, today announced its financial results for the full year ended December 31, 2015.

Full Year 2015 Audited Financial Highlights

• Total sales increased 23.89% to US$24.36 million from US$19.66 million in 2014;
• Basic and fully diluted earnings per share (EPS) was US$0.22, as compared with US$0.28 in 2014.
  

Mr. Guohua Ku, Chairman and CEO of CREG commented, "In consideration of the downturn and decline of iron and steel enterprises in China in recent years as well as the restructure and change in ownership interest of certain clients, the company transferred Jitie Project, Datong Project and Zhongtai CDQ project in 2015. Taking into consideration the time value of money and the opportunity to deploy the cash to fund some of the numerous projects in our pipeline, we believe that the early termination fee more than compensates the Company for the loss of future income but further strengthens our financial position and will spur a new round of business development. We continue to invest in our R&D efforts to explore new solutions to be used in more energy intensive industries."

 Item 1.01 Entry into a Material Definitive Agreement.

On March 14, 2016, Xi’an TCH Energy Technology Co., Ltd. (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into a Xuzhou Zhongtai CDQ and Waste Heat Power Generation System Transfer Agreement (the “Transfer Agreement”) with Xuzhou Zhongtai Energy Technology Co., Ltd., a limited liability company incorporated in China (the “Zhongtai”), and Xi’an Huaxin New Energy Co., Ltd., a limited liability company incorporated in China (the “Contractor”). Xi’an TCH originally entered into a Coke Dry Quenching (“CDQ”) and Waste Heat Power Generation Energy Management Cooperative Agreement (the “Cooperative Agreement”) with Zhongtai on December 6, 2013 to design, build and maintain a 150 ton per hour CDQ system and a 25 MW CDQ waste heat power generation system and sell the power to Zhongtai and to build a furnace to generate steam from the waste heat of the smoke pipeline and sell the steam to Zhongtai (the “Project”), as disclosed in the Form 8-K filed on December 9, 2013.

The Transfer Agreement provides for the sale to Zhongtai of all the assets of the Project under construction from Xi’an TCH. Additionally, Xi’an TCH will transfer to Zhongtai the Engineering, Procurement and Construction (“EPC”) Contract for the Project which Xi’an TCH had entered into with the Contractor in connection with the Project. As consideration for the transfer of the Project, Zhongtai shall pay to Xi’an TCH an aggregate purchase price of RMB 167,360,000 (approximately $25,747,692 and the “Transfer Price”), whereby (a) RMB 50,000,000 (approximately $7,692,308) of the Transfer Price shall be paid within 20 working days from the execution of the Transfer Agreement; (b) RMB 30,000,000 (approximately $4,615,385) of the Transfer Price shall be paid within 20 working days upon the completion of the construction of the Project but shall not be later than July 30, 2016; and (c) RMB 87,360,000 (approximately $13,440,000) of the Transfer Price shall be paid before July 30, 2017. The temporary ownership of the Project shall be transferred from Xi'an TCH to Zhongtai within 3 working days after the first payment of RMB 50,000,000 is made to Xi'an TCH and the full ownership of the Project shall be officially transferred to Zhongtai upon Zhongtai pays off the entire Transfer Price. The Cooperative Agreement will be terminated and Xi'an TCH shall not pursue any breach of contract liability against the Zhongtai under the Cooperative Agreement when Zhongtai pays off the entire Transfer Price according to the requirement of the Transfer Agreement. If the Transfer Price is not fully paid on time pursuant to the Transfer Agreement, the Transfer Agreement shall be terminated automatically and Xi'an TCH shall retain the ownership of the Project and both parties shall continue to perform their respective rights and obligations according to the Cooperative Agreement and assume the liabilities for breach of the Cooperative Agreement.

The description contained herein of the terms of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the Transfer Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously disclosed, on June 19, 2015, China Recycling Energy Corporation (the “Company”) was notified by The NASDAQ Stock Market (the “NASDAQ”) that the Company was not in compliance with the $1.00 minimum closing bid price requirement under the NASDAQ Listing Rules (the “Minimum Closing Bid Price”) and the Company was afforded 180 calendar days, or until December 16, 2015, to regain compliance with the requirement of Minimum Closing Bid Price. The Company has not regained compliance with the minimum $1.00 bid price per share by December 16, 2015. On December 7, 2015, the Company transferred the listing of its securities from The NASDAQ Global Market to The Nasdaq Capital Market (the "Capital Market"). On December 17, 2015, the Company received a letter from the NASDAQ indicating that NASDAQ determined that the Company is eligible for an additional 180 calendar day period, or until June 13, 2016 (the “Second Compliance Period”), to regain compliance. The NASDAQ’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company's written notice to NASDAQ of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

If at any time during the Second Compliance Period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance, unless staff of NASDAQ, in its discretion, requires the Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business days. If the Company cannot demonstrate compliance by June 13, 2016, the Company’s common stock will be delisted. At that time, the Company may appeal NASDAQ’s determination to a Hearings Panel.

The Company intends to monitor the closing bid price for its common stock between now and June 13, 2016 and will consider the option of reverse stock split if its common stock does not trade at a level that is likely to regain compliance.

Item 1.01 Entry into a Material Definitive Agreement.

On November 16, 2015, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into a Transfer Agreement of CDQ & Waste Heat Power Generation Project (the “Transfer Agreement”) with Tangshan Rongfeng Iron & Steel Co., Ltd., a limited liability company incorporated in China (the “Buyer”), and Xi’an Huaxin New Energy Co., Ltd., a limited liability company incorporated in China (the “Contractor”). Xi’an TCH originally entered into a Coke Dry Quenching (“CDQ”) Power Generation Energy Management Cooperative Agreement (the “Cooperative Agreement”) with the Buyer on December 12, 2013 to design, build and maintain CDQ waste heat power generation system and sell the power to the Buyer, as disclosed in the Form 8-K filed on December 17, 2013.

The Transfer Agreement provides for the sale to the Buyer of the CDQ Waste Heat Power Generation Project (the "Project") from Xi’an TCH. Additionally, Xi’an TCH will transfer to the Buyer the Engineering, Procurement and Construction (“EPC”) Contract for the CDQ Waste Heat Power Generation Project which Xi’an TCH had entered into with the Contractor in connection with the Project. As consideration for the transfer of the Project, the Buyer will pay to Xi’an TCH an aggregate purchase price of RMB 165,200, 000 (approximately $25,934,066 and the “Transfer Price”), whereby (a) RMB 65,200,000 will be paid by the Buyer to Xi’an TCH within 20 business days after the Transfer Agreement is signed, (b) RMB 50,000,000 will be paid by the Buyer to Xi’an TCH within 20 business days after the Project is completed, but no later than March 31, 2016 and (c) RMB 50,000,000 will be paid by the Buyer to Xi’an TCH no later than September 30, 2016. Mr. Cheng Li, the largest shareholder of the Buyer, will personally guarantee the payments. The ownership of the Project will conditionally be possessed by the Buyer within 3 business days following the initial payment of RMB 65,200,000 by the Buyer to Xi’an TCH and the full ownership of the Project will be officially transferred to the Buyer after it completes the entire payment pursuant to the Transfer Agreement. The Cooperative Agreement will be terminated when the Buyer has paid all amounts payable to Xi’an TCH pursuant to the Transfer Agreement and Xi'an TCH shall not pursue any breach of contract liability against the Buyer under the Cooperative Agreement if the Buyer pays in full the Transfer Price on time. If the Transfer Price is not fully paid on time pursuant to the Transfer Agreement, the Transfer Agreement shall be terminated automatically and Xi'an TCH shall retain the ownership of the Project and both parties shall continue to perform their respective rights and obligations according to Cooperative Agreement and assume the liabilities for breach of the Cooperative Agreement.

Third Quarter 2015 Financial Results:

• Total revenues, including sales of systems, contingent rental income and interest income on sales-type leases, decreased 29.32% to US$5.17 million from US$7.31 million for the third quarter of 2014.
• Basic and fully diluted earnings per share (EPS) was US$0.04, compared with US$0.07 in the third quarter of 2014.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We do not have project completion during the third quarter hence zero systems sales for the quarter. While we saw a decline in our financial results for this quarter, it should be noted that historically we have experienced non-linear revenue flows on a quarterly basis due to the nature of our business model, and this is not indicative of the long-term growth potential of the company over time. In the thirteenth five-year plan of China, a couple of strategies were determined, which will have good impact on recycling energy projects. During the thirteenth five-year plan, the overall investment in environment protection industry will be about RMB 17 trillion. Furthermore, in the Sino US joint statement on climate change published during President of PRC visits to the US in September, the Chinese government has specified one goal planning to launch the carbon emission trading system in 2017. We will take this great opportunity to develop more new projects and recycling solutions to meet future market demand and bring in more shareholder value."

Second Quarter 2015 Financial Results

• Sales of systems increased 29.2% to US$24.47 million from US$18.95 million for the second quarter of 2014.

• Basic and fully diluted earnings per share (EPS) was US$0.14, compared with US$0.11 in the second quarter of 2014.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are pleased with our strong performance this past quarter that produced a substantial increase in our profitability. As industrial consolidation continues in China, we experienced the early terminations of two projects during the second quarter, including one newly completed Waste Gas Power Generation ("WGPG") system for Datong Tianjian. By the end of the quarter, we finished the construction of a Coke Dry Quenching ("CDQ") system for Boxing County Chengli Gas Supply Co. , Ltd. This new system is currently being tested, and we expect full completion in coming months. The cash we received from the early terminations will help us fund new projects, develop new energy recycling solutions, and explore new operating and revenue models to meet market demand and maximize shareholder value."

XI'AN, China, June 24, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that Xi'an TCH Energy Technology Co., Ltd.("Xi'an TCH"), its wholly owned subsidiary, recently entered into a Repurchase Agreement for the Waste Heat Power Generation ("WHPG") Project ("Repurchase Agreement") with Sinosteel Group Jilin Ferroalloys Co., Ltd. ("Jitie"). Under the Repurchase Agreement, Jitie will repurchase the WHPG Project from Xi'an TCH at a total price of approximately US$14.7 million (RMB90.0 million).

The Company completed the WHPG Project in December 2013,and started to lease it to Jitie in January 2014 for a period of 24 years. The Company initially invested about US$10.1 million (RMB61.7 million) in the WHPG Project and received net monthly minimum rental fees from Jitie of about US$0.3 million (RMB1.7 million), for a total of about US$4.8 million (RMB29.5 million) as of June 18, 2015.

In December 2014, Sinosteel Group, Jitie's controlling shareholder entered into an equity transfer agreement with Liaoning ZhongZe Group for the transfer of ownership of Jitie, pursuant to which Liaoning Zhongze Group became the controlling shareholder of Jitie. Due to the change in its strategic plan and business restructuring, Jitie notified Xi'an TCH that it requested the repurchase of the WHPG Project. After negotiations, the Company agreed to an early transfer of the WHPG Project for a price of about US$14.7 million (RMB90.0 million).

Mr. Guohua Ku, Chairman and CEO of CREG commented, "Due to the industrial consolidations in China over the past years, we experienced early termination of several lease contracts in recent months, among which Jitie is the latest one. We believe that the early termination fee more than compensates the Company for the loss of future income and we will deploy the cash from the early transfer to fund new projects already under contract. In the meantime, we will keep monitoring industry trends and make sure we are well prepared to respond to the changing dynamics of the industries we serve. In addition to developing new energy recycling solutions, we are also exploring new operating and revenue models that we believe will benefit both our clients and the Company going forward. We expect to complete one new system by the end of the second quarter."

XI'AN, China, June 23, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that it received notice from Nasdaq's Listing Qualifications Department indicating that the closing bid price of the Company's common stock was below the minimum requirement of US$1.00 per share for 30 consecutive business days and the Company was therefore not in compliance with NASDAQ listing rule 5450(a)(1).

Pursuant to listing rule 5810(c)(3)(A), the Company has 180 calendar days, or until December 16, 2015, to regain compliance with the minimum bid price rule. If, at any time during the 180-day period the closing bid price per share of the Company's common stock is US$1.00 or above for a minimum of ten consecutive business days, the Nasdaq staff will provide written confirmation of compliance and this matter will be closed.

The Company is currently looking into various options available with respect to regaining such compliance. The notification letter has no effect at this time on the listing of the Company's common stock on The NASDAQ Global Market. CREG's common stock will continue to trade on The NASDAQ Global Market under the symbol "CREG".

XI'AN, China, June 4, 2015 /PRNewswire/ -- China Recycling Energy Corp. (CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that Xi'an TCH Energy Technology Co., Ltd.("Xi'an TCH"), its wholly owned subsidiary, recently entered into a Recycling Economy System Repurchase Agreement ("Repurchase Agreement") with Datong Coal Tianjian Iron & Steel Co., Ltd. ("Datong Tianjian"). Under the repurchase agreement, Datong Tianjian will repurchase the two Blast Furnace Power Recovery Turbine ("BPRT") systems and one newly completed Waste Gas Power Generation ("WGPG") system from Xi'an TCH at a total repurchase price of approximately US$40.3 million (RMB250.0 million)

The two BPRT systems were completed in June 2013, which have been leased to Shanxi Datong Coal Group Steel Co., Ltd. ("Datong") that was renamed as Datong Coal Tianjian Iron & Steel Co., Ltd. after it was restructured, and the WGPG system was completed in May 2015. Due to the change of its strategic plan and business restructuring, Datong recently notified Xi'an TCH that it requested the repurchase of the BPRT and WGPG systems (the "Systems") from Xi'an TCH. After negotiations, the Company agreed to an early transfer of the systems for a price of about US$40.3 million, including about US$16.1 million (RMB100.0 million) for the two BPRT systems and about US$24.2 million (RMB150.0 million) for the WGPG system.  

Mr. Guohua Ku, Chairman and CEO of CREG commented, "The WGPG system is one of two projects we said would be completed in the second quarter of 2015 and we are pleased to have completed it as scheduled. The second project remains on track for completion before June 30. Taking into consideration the time value of money and the opportunity to deploy the cash to fund some of the numerous projects in our pipeline, we believe that the early termination fee more than compensates the Company for the loss of future income. The market demand for energy recycling remains strong in China given highly supportive government policies. We continue to invest in our R&D efforts to explore new solutions to be used in more energy intensive industries. The additional cash from the early transfer will further strengthen our financial position and spur a new round of business development."

First Quarter 2015 Financial Results

• Interest income on sales-type leases increased 3.0% to US$6.49 million from US$6.31 million for the first quarter of 2014.
• Basic and fully diluted earnings per share (EPS) was US$0.05, in line with the first quarter of 2014.

Mr. Guohua Ku, Chairman and CEO of CREG, commented, "We are pleased to report a 32% increase in net income for the quarter thanks to our efforts to reduce expenses selectively. We are making good progress with the development of new projects and expect to complete two of them in the second quarter. Our R&D efforts continue to look for new methods to recycle energy and provide energy while diversifying into new types of energy intensive industries."

For more information regarding China Recycling Energy Corp.'s financial performance during the quarter ended March 31, 2015, please refer to the Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on May 14, 2015.

XI'AN, China, May 11, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that Mr. David Chong has resigned as the Company's Chief Financial Officer ("CFO") and Secretary, effective May 16, 2015.

The Company's Board of Directors (the "Board") has appointed Mr. Jackie Shi, the Company's Vice President in charge of finance, as the new CFO and Secretary, effective May 16, 2015. Mr. Chong's resignation does not result from any disagreement with the Company on any matter regarding its operation, policies or practices. Mr. Chong will continue to advise the Company as a consultant for Investor Relations, Public Relations and Overseas Fund Raising.

Mr. Shi has been serving as the Assistant CFO & Vice President in charge of finance for the Company since January 2015. Before that, he worked as the Director of Investor Relations for Xilan Natural Gas Group from 2005 to 2014. He worked as Deputy Financial Manager for a four-star hotel in Sydney, Australia from 2003 to 2004, and as an assistant to the CEO of Shaanxi Qinjing Industrial and Commercial Company from 1998 to 2000. Mr. Shi holds a master degree in finance from the University of New South Wales, Australia and a bachelor degree of law from Northwest University of China.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "I would like to sincerely thank Mr. Chong on behalf of the Board and management for his contribution to the Company during the past four years. We wish him the very best in his future endeavors. We are pleased to welcome Mr. Shi as our new CFO. We believe his experience in finance and accounting will greatly contribute to our future development. We remain confident in the prospect of China's energy recycling market and committed to increase long-term value for our shareholders."

Fourth Quarter 2014 Financial Results

• Interest income on sales-type leases increased 24.9% to US$6.98 million from US$5.59 million for the fourth quarter of 2013.
• Basic and fully diluted earnings per share (EPS) was US$0.06, as compared with US$0.07 for the fourth quarter of 2013.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very happy to report solid growth in our interest income on sales-type leases and net income for the fourth quarter of 2014. On a yearly basis, interest income on sales-type leases, the major and consistent regular revenue for the Company, increased 36.8% while net income increased 26.8%. With six projects under construction for a total capacity of 135MW, we look confidently to our future. We expect that a WGPG system to Shanxi Datong Coal Group and a CDQ system to Shandong Boxing will be completed in the second quarter of 2015. These two systems have a total capacity of 40MW. Given continued favorable government policies, more stringent environmental protection requirements from the government and rising awareness for energy recovery in energy-intensive industries, we continue to see strong market demand for our waste energy recycling systems."

XI'AN, China, March 17, 2015 /PRNewswire/ -- China Recycling Energy Corp. (CREG) ("CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that on March 16, 2015, it received a letter from NASDAQ notifying the Company that it has regained compliance with the US$1.00 per share minimum closing bid price requirement for continued listing on the NASDAQ Global Market, pursuant to the NASDAQ marketplace rules.

On January 28, 2015, NASDAQ notified the Company that its common stock failed to maintain a minimum bid price of US$1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, NASDAQ has determined that for the last 10 consecutive business days, from March 2 to March 13, 2015, the closing bid price of the Company's common stock has been at US$1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5450(a)(1) and this matter is now closed.

Item 4.01  Changes in Registrant's Certifying Accountant.

 
(a) Dismissal of Independent Registered Public Accounting Firm

On February 16, 2015, China Recycling Energy Corporation (the “Company”) notified Goldman Kurland Mohidin, LLP (“GKM”), the independent registered public accounting firm of the Company, that the Audit Committee of the Board of Directors of the Company has decided to dismiss it as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2014, effectively immediately.

GKM's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2013, and December 31, 2012, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2013, and December 31, 2012, respectively, and in the subsequent interim period through February 15, 2015, there were (i) no disagreements between the Company and GKM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GKM, would have caused GKM to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided GKM with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that GKM furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of GKM’s letter dated February 17, 2015, is attached as Exhibit 16.1 hereto.
 

(b) Engagement of New Independent Registered Public Accounting Firm

On February 15, 2015, the Audit Committee of Board of Directors of the Company (the "Audit Committee") approved the engagement of MJF and Associates, APC. (“MJF”) as the Company's independent registered public accounting firm, effectively immediately. The Audit Committee also approved MJF to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

XI'AN, China, Feb. 6, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its Waste Heat Power Generation System ("WHPG System") originally leased to Zhong Gang Group Bin Hai Industry Co., Ltd. ("Zhong Gang") was transferred to Zhong Gang for a price of about US$9.8 million (RMB60.0 million) recently.

Under the original lease contract, CREG was leasing the WHPG System to Zhong Gang for 9 years from the day the system became operational in October 2010 until September 2019. However, Zhong Gang Group, a large Chinese steel company that is the controlling shareholder of Zhong Gang, is undertaking a restructuring of its businesses that involves the discontinuation of many system outsourcing arrangements, including the WHPG System, to operate and manage those systems in-house going forward.

After negotiations with Zhong Gang, the Company has agreed to an early transfer of the WHPG System for an early termination fee of approximately US$9.8 million. According to Company's estimates, this amount is fairly close to the discounted cash flow value of the total principal repayment and interest income on sales-type leases of US$11.3 million (RMB69.3million) receivable by the Company during the period from January 1, 2015 to September 30, 2019. 

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We believe that the early termination fee is fair, taking into account the time value of money, and the opportunity to deploy the cash to more profitable projects in the near future. We welcome this additional boost to our cash flow at a time when we need to fund new projects already under contract. We know there is substantial demand for our systems going forward and we remain fully confident in our ability to increase long-term value for our shareholders."

Item 1.01 Entry into a Material Definitive Agreement.

 
Repayment Agreement with Cinda Financial Leasing Co., Ltd.

On December 22, 2014, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into an Early Repayment Agreement (the “Repayment Agreement”) with Cinda Financial Leasing Co., Ltd. (“Cinda Financial”) for early payment of the leasing fees (principal and interest) and early termination of the Financial Leasing Agreement that was entered by the parties on June 28, 2011, as disclosed in the Form 8-K filed on July 11, 2011.

Under the Repayment Agreement, Xi’an TCH and Cinda Financial agree: (i) Xi’an TCH shall pay the principal and interest in the amount of RMB 2,561,067.22 (approximately $416,434) for the 4th quarter of 2014 before December 28, 2014; and Xi’an TCH shall pay the principal and interest in the amount of RMB 2,554,927.98 (approximately $415,435) for the 1st quarter of 2015 as well as the remaining principal at amount of RMB 12,139,270.74 (approximately $1,973,865) before March 28, 2015 (the "Total Repayment Price"); (ii) Cinda Financial shall return the deposit of RMB 2,125,000 (approximately $345,529) to Xi’an TCH within three days after Xi’an TCH pays off the Total Repayment Price; (iii) upon the effective date of the Repayment Agreement, the Financial Leasing Agreement shall be terminated and the ownership of a set of 7MW Waste Heat Power Generation ("WHPG") System shall be transferred to Xi’an TCH; (iv) if Xi’an TCH does not make timely payment pursuant to the Repayment Agreement, the Repayment Agreement shall be terminated and Cinda Financial shall retain the ownership of the WHPG System, and (v) the Repurchase Agreement shall take effect upon its execution by the parties.

As the date of this Form 8-K, Xi'an TCH has paid the principal and interest for the 4th quarter of 2014 to Cinda Financial.

Repurchase Agreement with Zhonggang Binhai Enterprise Ltd.

On December 22, 2014, Xi’an TCH also entered into a WHPG System Repurchase Agreement (the “Repurchase Agreement”) with Zhonggang Binhai Enterprise Ltd. (“Zhonggang”). Xi'an TCH first entered into the Waste Heat Recycling and Power Generation Cooperative Agreement (the "Cooperative Agreement") with Zhonggang in September, 2008, which was subsequently transferred by Zhonggang to its subsidiary Zhongbao Binhai Nickel Co., Ltd. (“Zhongbao”) in July, 2009. The term of the Cooperative Agreement was for 9 years starting from the operation of the WHPG System in October 2010. Due to the changes in the iron and steel market in China, Zhonggang, currently a 100% owner of Zhongbao is making strategic adjustments to its subsidiaries, which results in a restructure of Zhongbao and causes it to be unable to fulfil its obligations under the Zhonggang Agreement. Zhonggang and Zhongbao requested to purchase the 7MW WHPG System from Xi’an TCH and terminate the Cooperative Agreement.

Under the Repurchase Agreement, Xi’an TCH and Zhonggang agree: (i) Zhonggang purchases the WHPG System from Xi’an TCH and terminates the Cooperative Agreement; (ii) Zhonggang shall pay outstanding energy saving service fees of RMB 1.5 million (approximately $243,902) to Xi’an TCH within 3 working days from the execution of the Repurchase Agreement; (iii) the WHPG System shall be transferred to Zhonggang for a price of RMB 60 million (approximately $9,756,098, the “Repurchase Price”) and Zhonggang shall pay all of the Repurchase Price within 10 working days from the execution of the Repurchase Agreement; (iv) the ownership of the WHPG System shall be transferred to Zhonggang when it timely pays off the entire Repurchase Price according to the Repurchase Agreement and Xi'an TCH shall not pursue any breach of contract liability under Cooperative Agreement; (v) the Zhonggang Agreement will be terminated when Zhonggang pays off the entire Repurchase Price according to the requirement of the Repurchase Agreement; and (vi) if the Repurchase Price is not paid on time pursuant to the Repurchase Agreement, the Repurchase Agreement shall be terminated and Xi'an TCH shall retain the ownership of the WHPG System.

As the date of this Form 8-K, Xi'an TCH has received the outstanding energy saving service fees and Repurchase Price from Zhonggang.

The description contained herein of the terms of the Repayment Agreement and Repurchase Agreement (the "Agreements") do not purport to be complete, and the Agreements will be filed as exhibits to the Company’s annual Report on Form 10-K for the year-ended December 31, 2014.

XI'AN, China, Feb. 2, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that it received notice from Nasdaq's Listing Qualifications Department indicating that the closing bid price of the Company's common stock was below the minimum requirement of US$1.00 per share for 30 consecutive business days and the Company was therefore not in compliance with NASDAQ listing rule 5450(a)(1).

Pursuant to listing rule 5810(c)(3)(A), the Company has 180 calendar days, or until July 27, 2015, to regain compliance with the minimum bid price rule. If, at any time during the 180-day period the closing bid price per share of the Company's common stock is US$1.00 or above for a minimum of ten consecutive business days, the Nasdaq staff will provide written confirmation of compliance and this matter will be closed.

The Company is currently looking into various options available with respect to regaining such compliance. The notification letter has no effect at this time on the listing of the Company's common stock on The NASDAQ Global Market. CREG's common stock will continue to trade on The NASDAQ Global Market under the symbol "CREG".

XI'AN, China, Jan. 27, 2015 /PRNewswire/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that members of its senior management team, including its Chairman and CEO Mr. Guohua Ku and other senior management members, intend to use their personal funds to purchase shares of the Company up to an aggregate of US$3 million in the open market within 12 months from January 27, 2015, pursuant and subject to the restrictions of, and consistent with, applicable laws and regulations as well as the Company's insider trading policy.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "This share purchase plan demonstrates our management team's strong confidence in the long-term prospects of the Company and reflects our commitment to continue to execute our proven strategy and deliver long-term shareholder value. Interest income on sales-type leases, the sustainable recurring revenue stream for the Company, maintained its solid growth momentum in the past quarter and we expect to build on this in 2015 and beyond."

XI'AN, China, Jan. 22, 2015 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today issued preliminary financial highlights for the fourth quarter and full year 2014 ended December 31, 2014.

Interest income on sales-type leases, the major and consistent regular revenue for the Company, is anticipated to be US$6.9 million for the fourth quarter of 2014, an increase of 23.3% from US$5.6 million for the same period of 2013. For the full year of 2014, interest income on sales-type leases is anticipated to be US$26.4 million, an increase of 36.3% from US$19.3 million in 2013.

Sales of systems are anticipated to be US$0 for the fourth quarter of 2014, compared with US$12.9 million in the same period of 2013, as the Company did not recognize any system sales revenues since no projects were completed in the fourth quarter of 2014. The Shandong Boxing project, which was expected to be completed in the fourth quarter of 2014, was delayed because suppliers could not deliver some equipment in a timely manner. The Company now expects that the Shandong Boxing project will be completed in the second quarter of 2015. For the full year of 2014, sales of systems are anticipated to be US$18.9 million, as compared to US$62.0 million in 2013.

Net income for the fourth quarter of 2014 is anticipated to be US$3.6 million, a decrease of 14.3% as compared with US$4.2 million for the same period of 2013. For the full year of 2014, net income is anticipated to be US$18.0 million, an increase of 15.2% as compared with US$15.6 million in 2013.

• Total sales were US$0.24 million, compared with US$21.74 million for the third quarter of 2013.
• Basic and fully diluted earnings per share (EPS) was US$0.07, as compared with US$0.08 for the third quarter of 2013.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased to report a 36% year-over-year growth in interest income on sale-type leases which constitute the major and consistent revenue stream for the Company. While we experienced the early termination of a lease contract for a TRT system to Zhangzhi, which happened under very unique circumstances, we believe this is an isolated case. From a revenue standpoint going forward, the lease contract signed with Yida at the end of the second quarter more than offsets the annual loss from the early termination and we expect to soon add to revenue with the completion of one project by the end of this fourth quarter. Another four more projects are expected to be completed in 2015 and one in the first half of 2016. Once completed, these six projects will bring our total capacity to 267 MW, approximately double our current level."

Item 1.02 Termination of a Material Definitive Agreement.

On July 8, 2014, China Recycling Energy Corporation (the “Company”) entered into a Standby Equity Distribution Agreement (the “Equity Distribution Agreement”) with YA Global Master SPV Ltd., a Cayman Islands exempt limited partnership (the “Investor”), pursuant to which the Investor committed to purchase, subject to certain restrictions and conditions, up to $50,000,000 of the Company’s common stock, and the Equity Distribution Agreement will become effective on the date on which the Securities and Exchange Commission (the “SEC”) declares effective a registration statement registering the resale of the shares to be sold pursuant to the Equity Distribution Agreement by the Company to the Investor.

On October 1, 2014, the Company provided a written notice to the Investor of the termination of the Equity Distribution Agreement pursuant to Section 11.02 (b) of the Equity Distribution Agreement. The Company has decided to terminate the Equity Distribution Agreement because it does not intend to utilize the Equity Distribution Agreement to raise capital at current stock price levels and no registration statement under the Equity Distribution Agreement has been filed with SEC as of the date of the termination notice. The termination of the Equity Distribution Agreement will be effective fifteen trading days after the written notice to the Investor.

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2014, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into an Assets Repurchase Agreement for the Furnace Top Gas Recovery Turbine (“TRT”) Waste Pressure for Power Generation Project (the “Repurchase Agreement”) with Capital Steel Group Zhangzhi Iron & Steel Co., Ltd. (“Zhangzhi”). Shanghai TCH Energy Technology Co., Ltd. (“Shanghai TCH”), a wholly owned subsidiary of the Company and the parent company of Xi’an TCH first entered into the TRT Project Cooperative Agreement (the "Cooperative Agreement") in February 2007 in connection with the design, construction, installation and operation of the TRT Waste Pressure Power Generation System (the "TRT System") for Zhangzhi. The term of the Cooperative Agreement was for 13 years starting from the production date of the TRT System. Due to the acquisition of Zhangzhi Iron & Steel Co., Ltd. by Capital Steel Group and recent consolidation of the waste energy power generation systems in the group for centralized operation and management, Zhangzhi requested to purchase the TRT System from Xi’an TCH.

Under the Repurchase Agreement, Zhangzhi will purchase the TRT System from Xi’an TCH and will also repay the outstanding energy saving service fees owed to Xi'an TCH. The purchase price for the TRT System is RMB 35 million (approximately $5,691,057) (the “Repurchase Price”). Zhangzhi will pay the first 30% (RMB 10,500,000, approximately $1,707,317) of the Repurchase Price within 5 working days from the execution of the Repurchase Agreement, the second 30% (RMB 10,500,000, approximately $1,707,317) of the Repurchase Price within 15 working days from the execution of Repurchase Agreement and the remaining 40% (RMB 14,000,000, approximately $2,276,423) of the Repurchase Price within 30 working days from the execution of Repurchase Agreement. Zhangzhi will also repay the outstanding energy saving service fees of RMB 1.1 million (approximately $178,862) to Xi’an TCH within 3 working days from the execution of the Repurchase Agreement. Xi’an TCH will stop the payment of site lease fee to Zhangzhi for the TRT System upon the execution of the Repurchase Agreement. The ownership of the TRT System will be transferred to Zhangzhi when it pays off the entire Repurchase Price. Xi'an TCH agrees not to pursue any breach of contract liability of Zhangzhi if the Repurchase Price is paid on time pursuant to the Repurchase Agreement and the Cooperative Agreement will be terminated upon Zhangzhi’s payment of the entire Repurchase Price.

The description contained herein of the terms of the Repurchase Agreement does not purport to be complete and Repurchase Agreements will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2014.

XI'AN, China, Aug. 27, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its Chairman and CEO, Mr. Guohua Ku, has entered into a Share Purchase Agreement ("SPA") with the Company on August 27, 2014 to purchase 13,829,074 shares of common stock of the Company (the "Shares") at the market price. The SPA was unanimously approved by the Company's Board of Directors on August 25, 2014, and became effective upon the execution by the parties, today. 

Under the SPA, the Company shall issue and sell the Shares to Mr. Ku at US$1.37 per share, the average closing price quoted on the NASDAQ Global Market for the common stock of the Company for the 15 trading days prior to the effective date of the SPA. The total purchase price for the Shares shall be paid by Mr. Ku within 20 days of the effective date of the SPA.

Mr. Ku stated, "I have full confidence in the future of the Company and I am pleased to be able to further my contribution to its ability to grow and capitalize on the huge market potential in this new energy industry. I believe that, with the solid execution track record of the Company, CREG is well positioned to capture the significant growth opportunities in the energy saving and recycling market in China and deliver long-term shareholder value."

Item 1.01 Entry into a Material Definitive Agreement.

On August 27, 2014, China Recycling Energy Corporation (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Mr. Guohua Ku (“Mr. Ku”), a Chinese citizen, major shareholder, Chairman and Chief Executive Officer of this Company.

Pursuant to the Agreement, the Company shall issue and sell to Mr. Ku, and Mr. Ku shall purchase from the Company 13,829,074 shares of common stock of the Company (the "Shares"). The purchase price per share for the Shares shall be the average closing price quoted on the NASDAQ Global Market for the common stock of the Company for 15 trading days prior to the effective date of the Agreement.

The total purchase price of the Shares shall be paid in two installments: 1) $12,000,000 or its equivalent Chinese RMB shall be paid by Mr. Ku within ten days of the effective date of the Agreement; and 2) the remaining purchase price shall be paid by Mr. Ku within 20 days of the effective date of the Agreement. The exchange rate between US Dollar and Chinese RMB in the Agreement shall be the rate equal to the middle rate published by the People’s Bank of China on the effective date of the Agreement. The Shares shall be issued and delivered upon the receipt of the final payment by the Company.
 
The Company shall file a registration statement for the registration of the Shares for their resale by Mr. Ku within 180 days from the effective date of this Agreement.

The description contained herein of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Second Quarter 2014 Financial Results:

• Total sales increased by 37.7% to US$19.2 million from US$13.9 million for the second quarter of 2013.
• Basic and fully diluted earnings per share (EPS) was US$0.11, as compared with US$0.07 for the first quarter of 2013.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very happy to report strong growth in our top and bottom lines for the second quarter of 2014. We are particularly pleased with the substantial growth in net income and our progress in systems sales. During the quarter, we sold a 15 MW coke oven gas power generation station through a sales-type lease to Qitaihe City Boli Yida Coal Selection Co., Ltd. ("Qitaihe Yida"), which has been converted from a 15 MW coal gangue power generation station. It has brought us a one-time sales of systems revenue of about US$19 million and will generate recurring interest income on sales-type lease during the leasing period of 15 years. It's important to note that system sales revenue on the project is recognized at the point of system delivery and monthly lease payments, based on our off-take agreements with the customer, beginning immediately thereafter."

"While we see substantial opportunities ahead of us, the extent to which we grow our business, especially energy saving and recycling projects, depends on our ability to raise capital on economically attractive terms. We have recently entered into a Standby Equity Distribution Agreement with YA Global Master SPV Ltd. ("YA Global"). Under the terms of the agreement, YA Global is committed to purchase up to US$50 million of our common stock over a period of 2 years. This should help us expand our business more rapidly. However, we have absolute discretion to determine the timing of the capital raise at the right price."

"Looking ahead, we expect that our interest income on sales-type leases will remain strong through the rest of 2014. In addition, we currently have six projects under construction and we expect two projects to be completed in 2014 and three projects to be completed in 2015. In addition, we have two contracts for CDQ waste heat power generation systems and several framework agreements for CDQ waste heat power generation systems signed recently. With such a strong backlog, we believe we are well positioned to capitalize on the increasing demand in China's energy saving and recycling markets as long as we can continue to obtain appropriate funding."

XI'AN, China, July 11, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that it has entered into a Standby Equity Distribution Agreement ("SEDA") with YA Global Master SPV Ltd. ("YA Global"), aCayman Islands exempt limited partnership on July 8, 2014.

Under the terms of the agreement, YA Global is committed to purchase up to US$50 million of the Company's common stock over a period of 2 years following the effectiveness of the registration statement registering the resale of shares purchased by YA Global. The Company may in its discretion draw on the facility from time to time by delivering an advance notice to YA Global. The purchase price shall be set at 99% of the lowest daily volume weighted average price of the Company's common stock during the five consecutive trading days immediately following the delivery of the advance notice.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased that YA Global has agreed to partner with us to provide additional equity funding to allow us to expand our business more rapidly. We have a strong backlog of projects that we are confident we can successfully execute as long as we can obtain adequate funding. This will allow us to expand our top and bottom lines and further increase shareholder value. A Standby Equity Distribution Agreement is an effective corporate financing instrument providing a flexible, relatively low-cost source of capital, and limiting dilution to some extent but compensated by increased project earnings for our current shareholders as well."

"This vote of confidence from YA Global comes on the back of new sales-type lease agreement we signed at the end of the 2014 second quarter with Qitaihe City Boli Yida Coal Selection Co., Ltd. This 15-year deal contributed sales of systems revenues of about US$24.3 million to our second quarter. We expect to receive about US$5.9 million of annual recurring cash flow receipts for 15 years."

"Currently our 15 projects under sales-type lease agreement and our 6 projects under construction are running smoothly. With such a strong pipeline and support from the financial community, we believe we are well positioned to grow our business as the Chinese government continues to focus on reducing wasted energy and curbing pollution," concluded Chairman Ku.

Mr. Matthew Beckman, Managing Partner of YA Global, added, "CREG is committed to providing comprehensive energy efficiency solutions to address continuously increasing market demands in various energy intensive industries in China. We're excited to be investing in CREG and working with their highly experienced management team." 

Item 1.01 Entry into a Material Definitive Agreement.

 
On June 28, 2014, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into an Asset Transfer Agreement (the “Transfer Agreement”) with Qitaihe City Boli Yida Coal Selection Co., Ltd. (the “Seller”), a limited liability company incorporated in China.

The Transfer Agreement provides for the sale to Xi’an TCH of a 15 MW coke oven gas power generation station which has been converted from a 15 MW coal gangue power generation station (the "Transfer Asset") from the Seller. As consideration for the Transfer Asset, Xi’an TCH will pay to the Seller RMB 115,000, 000 (approximately $18,690,677) in the form of the common stock shares of the Company at the average closing price per share of the Stock for the 10 trading days prior to the closing date of the transaction (the "Shares"). The exchange rate between U.S. Dollar and Chinese RMB in connection with the stock issuance is the rate equal to the middle rate published by the People’s Bank of China on the closing date of the assets transfer. The Company will file a Form S-3 Registration Statement to register the resale of the Shares for the Seller.

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 does not purport to be complete and the Transfer Agreements will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2014.

On June 28, 2014, Xi’an TCH also entered into a Coal Oven Gas Power Generation Project Lease Agreement (the “Lease Agreement”) with the Seller. Under the Lease Agreement, Xi'an TCH will lease the Transfer Asset to the Seller for RMB 3,000,000 (approximately $487,583) per month, and the term of the lease is from June 28, 2014 to June 27, 2029. The Seller will also provide a RBM 3,000,000 security deposit (without interest) for the lease . Xi’an TCH will transfer the Transfer Asset back to the Seller at no cost at the end of the term of the lease.

The description contained herein of the terms of the Lease Agreement does not purport to be complete and Lease Agreements will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2014.

New Report available on CREG

Between August 2 and August 23, 2013, we performed preliminary due diligence on China Recycling Energy (CREG). We believe the summary of recent developments surrounding the intent of  large shareholders of CREG to liquidate their entire  positions indirectly support our preliminary negative due diligence findings that one of CREG’s projects  was not generating revenue and that its equipment was  idled during our  observation  period . (Basically, where there is smoke, there is fire).

Please see our entire report here.

XI'AN, China, June 25, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that it is not aware of any material corporate developments beyond its most recently issued news releases and filings with the SEC that could account for the recent unusual trading activity in its shares.

The Company's projects currently under construction are progressing well and are on schedule. Additionally, the Company's financial position and operations are fundamentally sound, and it remains well positioned to benefit from the rising energy demand and the Chinese government's continuous efforts to reduce pollution and emissions.

The Company continues to be in full compliance with NASDAQ's listing standards and disclosure rules and is fully committed to transparency and full and fair disclosure as dictated by US laws and regulations.

China Recycling Energy Corporation

CALCULATION OF REGISTRATION FEE

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2013, 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 Pucheng Xin Heng Yuan Biomass Power Generation Corporation (the “Seller”), a limited liability company incorporated in China.

The Transfer Agreement provides for the sale to Xi’an TCH of a set of 12,000 KW biomass power generation systems (the "Transfer Assets") from the Seller. As consideration for the biomass power generation system, Xi’an TCH will pay to the Seller RMB 100,000, 000 (approximately $16,393,443) in the form of the common stock shares of the Company at the price of $1.87 per share with a total of 8,766,547 shares (the "Shares"). The exchange rate between U.S. Dollar and Chinese RMB in connection with the stock issuance is 1:6.1. The Company will file a Form S-3 Registration Statement to register the resale of the Shares for the Seller.

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 does not purport to be complete and is qualified in its entirety by reference to the Transfer Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

On September 11, 2013, Xi’an TCH also entered into a Biomass Power Generation Project Lease Agreement (the “Lease Agreement”) with the Seller. Under the Lease Agreement, Xi'an TCH will combine the lease for the Transfer Assets with the lease for the 12,000 KW biomass power generation station of Pucheng Phase I project disclosed in the Form 8-K filed with SEC on July 6, 2010, under a single lease to the Seller for RMB 3,800,000 million (approximately $622,951) per month, and the term for the combined lease is from September 2013 to June 2025 and the lease agreement for the 12,000 KW station from Pucheng Phase I project ended with the execution of the Lease Agreement starting from September 1st, 2013.

The description contained herein of the terms of the Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the Lease Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
 

Item 3.02 Unregistered Sales of Equity Securities
 

See Item 1.01 above.

The Shares issuable in connection with the transaction described at Item 1.01 of this report on Form 8-K will be issued by the Company in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of our securities pursuant to Regulation S of the Act. The Shares will be issued to non-U.S. persons (as such term is defined in Regulation S) in an offshore transaction relying on Regulation S. The Seller has acknowledged that the Shares to be issued have not been registered under the Act.

First Quarter 2014 Financial Results

• Interest income on sales-type leases increased by 64.9% to US$6.31 million from US$3.82 million for the first quarter of 2013.
• Basic and fully diluted earnings per share (EPS) was US$0.05, as compared with US$0.07 for the first quarter of 2013.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased with the strong growth in the interest income on sales-type leases which now forms an important source of revenue and contributes to the long-term sustainable growth of our business by generating stable and recurring monthly lease payments over the course of the lease term. At US$6.3 million, we have reached a record high that will continue for the rest of this year. While we recognized very little sales this quarter as no project under construction was completed, these projects are progressing well and on schedule. Adding to our current backlog of future revenues, we signed a contract with Tangshan Baoliyuan Coking and entered into a framework agreement with Hebei Xuyang Coking."

"In February, Xi'an TCH entered into two trust loan agreements with Zhongrong International Trust Co., Ltd for an aggregate amount of US$46.6 million to support our CDQ projects. This demonstrates the continued confidence of the financial community in our business prospects on the back of a clear and strong commitment from the Chinese government to continue to address environmental challenges in order to improve the daily life of its citizens."

"With a strong pipeline and support from the financial community, we believe we are well positioned to capture the rising demand for energy savings and reducing pollution and emissions. We are confident in our ability to continue to grow our business and increase shareholder value."

BALTIMORE, April 7, 2014 /PRNewswire/ --

Goldman Small Cap Research, a stock market research firm focused on the small cap and micro cap sectors, announced today that it has issued a research update on China Recycling Energy Corporation (NASDAQ: CREG), a leading provider of environmentally friendly waste-to-energy technologies to recycle industrial byproducts for steel mills, cement factories and coke plants in China. 

With an early-mover advantage and around 15 completed projects worth hundreds of millions of dollars, CREG is poised to dominate the renewable energy industry in China. The Chinese government has adopted policies to encourage the use of recycling technologies to and renewable energy resources are is viewed as critical growth market due to intensified environmental concerns and rising energy costs. The Company's systems recover energy in the form of pressure, heat and gas and convert it into electricity. CREG's power systems recover previously wasted, cost free byproducts such as heat, pressure, steam, and other residuals generated during industrial production processes.

In the Goldman Opportunity Research update on the Company, analyst Rob Goldman outlines his investment thesis.

"As exemplified by the strong 2013 financials which saw a huge increase in total sales and a big jump in EPS from $0.07 to $0.29, the CREG business model has no competition and is a win-win for its customers. Moreover, with 2 new major, profitable contract wins in the past 2 weeks totaling $112M, 2014 should result in another banner year for the Company. We maintain that CREG is the best pure play renewable energy stock focused on the China market and is trading at a low valuation relative to a big increase in future earnings."

This press release contains excerpts of our most recently published research report on China Recycling Energy Corporation. Goldman Small Cap Research was not compensated for the publication and dissemination of this update. In 2013, Goldman Small Cap Research was compensated $5000 by a third party for an initiation of coverage report. To view the sponsored research report, disclosures and disclaimers, or to download the report in its entirety, please visit http://www.goldmanresearch.com.

XI'AN, China, April 2, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announces that it has received the patent certificate after the State Intellectual Property Office approved its application for the patent of "A Bifurcated Chute Insulation Structure," and the patent number is ZL201320462397.7.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "Our application for the patent certificate is approved, it represents the acknowledgment of our technology development. With our technology and experience in industrial waste-to-energy, we can further expand our market share and enhance our competitive strength, and eventually lead to profitable results and overall improvement of our capability. We will continue to develop technologies and make greater contributions in the future."

Item 1.01 Entry into a Material Definitive Agreement.

On March 26, 2014, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into a Coke Dry Quenching (“CDQ”) Waste Heat Recycling Project Energy Management Cooperative Agreement (the “Agreement”) with Tangshan Baoliyuan Coking Co., Ltd. ( “Baoliyuan”), a limited liability company incorporated in Hebei Province, China.

Pursuant to the Agreement, Xi’an TCH will design, build and maintain a CDQ system and a CDQ waste heat power generation system and sell the power to Baoliyuan (the “CDQ Project”) and Xi’an TCH will also build a high scale waste water treatment system for Baoliyuan and charge monthly payment for two years (the “ Waste Water Treatment Project”) .

The construction period of the CDQ Project is expected to be 15 months from the effective date of the Agreement. Baoliyuan will start to pay an energy saving fee from the date when the waste heat power generation station passes the required 72 hour test run. The term of payment is for 20 years and Baoliyuan shall pay an energy saving fee at RMB 0.7 (approximately $0.114) per kilowatt hour (including tax) for the power generated from the system, from which Xi’an TCH shall take 92.86% and Baoliyuan shall take 7.14% as parties to share the energy saving benefits. During the term of the contract the energy saving fee shall be adjusted at the same percentage as the change of local grid electricity price. Baoliyuan shall provide guarantees to ensure it will fulfill its obligations under the Agreement. Upon the completion of the term, Xi’an TCH will transfer the systems to Baoliyuan at RMB 1.

Baoliyuan shall provide waste heat to the systems for no less than 8,000 hours per year and coking production shall reach 80% of its capacity. If these requirements are not met, the energy saving fee will be calculated according to such hours and capacity .

If Baoliyuan wants to terminate the Agreement early, it shall provide Xi’an TCH a 60 day notice and pay the termination fee and compensation for the damages to Xi’an TCH according to the following formula: 1) if it is less than 5 years (including 5 years) into the term when Baoliyuan requests termination, Baoliyuan shall pay: Xi’an TCH’s total investment amount plus Xi’an TCH’s average annual investment return times (5 years minus the years of which the system has already operated); 2) if it is more than 5 years into the term when Baoliyuan requests the termination, Baoliyuan shall pay: Xi’an TCH’s total investment amount minus total amortization cost (the amortization period is 20 year).

From the first month of the completion of Waste Water Treatment Project, Baoliyuan shall pay a fixed monthly fee for the waste water treatment system at RMB 1.05 million per month (approximately $171,010) for the first 12 months and RMB 940,000 per month (approximately $153,094) for the next 12 months.

XI'AN, China, March 28, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its wholly owned subsidiary Xi'an TCH Energy Technology Ltd Company was awarded Shaanxi Government Special Financial Award.  According to "Notification of special development funds plan for small and medium enterprises" issued by SME Promotion Bureau of Shaanxi Province, Xi'an TCH Energy Technology's application of "cement production line pure low temperature waste heat power generation" was granted the award by government fund. This cement heat power generation technology can greatly reduce the emission of carbon dioxide and improve the efficiency of energy utilization so as to positively reduce air pollution and improve haze phenomenon. The amount of fund will be announced in few days' time.  The fund is mainly used for the industrial implementation of cement production line pure low temperature waste heat power generation with a period of two years.

"We are very glad to be awarded with another prize from the government, which indicates the government's acknowledgement of our energy saving and environmental protection technology, and their attention and great support to the development of energy saving technology," said Mr. Ku, Chairman and Chief Executive Officer of China Recycling Energy. "While developing new projects, we will focus on the renovation and improvement of energy saving technology, and apply the technology to ongoing projects with the purpose of developing more projects, which in turn becomes a beneficial cycle for us and customers. We intend to lead the development of energy saving technology, bring more social and economic benefits to our customers, provide better results to stockholders, and make greater contributions to the environmental protection of the country."

XI'AN, China, March 26, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its subsidiary Xi'an TCH Energy Technology Co., Ltd ("Xi'an TCH" or "the Company") has signed an EMC Contract with Tangshan Baoliyuan Coking Co., Ltd. ("Baoliyuan"), to invest a Coke Dry Quenching (CDQ) waste heat power generation project using BOT method.

Baoliyuan is a steel company which mainly engages in coking and rolled steel with an annual production capacity of 1.1 million ton. Xi'an TCH will construct a coke dry quenching (CDQ) system and a 25MW waste heat power generation plant based on Baoliyuan's existing industrial flow. The company will recycle the waste heat during manufacturing process to generate electricity while reducing emissions. The generated electricity will be purchased by Baoliyuan and Xi'an TCH will charge an energy saving service fee based on generated electricity.

The purpose of this contract is to invest USD 32.6 million to build an ancillary CDQ facility and waste heat power plant. Xi'an TCH will provide funds, construction, equipment procurement, operation and management for the power generation project. The operation term is 20 years. Baoliyuan shall pay energy an saving service fee at $0.114 per kilowatt hour for the power generated from the system during the operation term. The estimated annual net income will be USD 7.63 million and the payback period is 4 years.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased with the signing of this contract. Coke Dry Quenching waste heat power generation is a revolutionary technology in the coke industry. It can reuse the waste heat while reducing emissions at the same time. The Chinese government gives strong support to environmentally-friendly technology. It is the future trend that Coke Dry Quenching will substitute the wet quenching technique. This project can expand our project portfolio, bring more profit and make a greater contribute to our environment."

Fourth Quarter 2013 Financial Results

• Total sales in the fourth quarter of 2013 increased by $12.98 million from 0.22 million to 13.20 million as compared to the fourth quarter of 2012.
• Fully diluted earnings per share ("EPS") of $0.07 increased by $0.04 as compared to $0.03 of fourth quearter of 2012.

Mr. Guohua Ku, Chairman and CEO of CREG, commented, "Our full year 2013 financial results showed a large increase in net income; we have five new systems completed this year. All our projects operated well and generated constant cash flow. During this year we further strengthened our operations and increased operational efficiencies, while maintaining our fiscal discipline and cost controls. Currently, we have fifteen operating systems and a series of potential projects which will bring our company great growth in the future."

"During the year, we made great effort in positioning the Company for growth," said Mr. Ku. "Most notably, we expanded our waste-to-energy project portfolio with the acquaition of Pucheng phase II, a biomass power generation system. Xi'an TCH, our wholly owned subsidiary, entered into a Letter of Intent for Technical Transformation with Pucheng for technical transformation to enlarge the capacity of the Pucheng Project Phase I, which will expand our existing 12 MW system to 24 MW. We completed our Shenqiu phase II biomass power generation project. In June 2013, we had the two 3MW BPRT power generation systems of Datong project completed. We also had the Jilin project completed at the end of 2013, which was to build furnace gas waste heat power generation systems for electricity generation from recycled heat and steam from groups of ferroalloy furnaces and electric furnaces.

"We currently have 15 waste-to-energy systems in operation and 4 projects under construction," Mr. Ku added, "As more projects are completed, the trend of increasing interest income from sales type leases will continue to grow."

CALCULATION OF REGISTRATION FEE

Item 1.01. Entry into a Material Definitive Agreement

On February 17, 2014, Xi’an TCH Energy Technology Co., Ltd (“Xi’an TCH”), a wholly owned subsidiary of China Recycling Energy Corporation, a Nevada corporation (the “Company”) entered into two Trust Loan Agreements with Zhongrong International Trust Co., Ltd. (the "ZRIT"), a trust company incorporated in Helongjiang Province, China.

The first Trust Loan Agreement (the "Zhongtai Loan Agreement") is for Xi'an TCH to borrow RMB 150 million (approximately $24.5 million) for the Coke Dry Quenching (“CDQ”) system and the CDQ Waste Heat Power Generation Project with Xuzhou Zhongtai Energy Technology Co., Ltd. (the “Zhongtai Project”), which was disclosed in the Form 8-K filed on December 9, 2013. ZRIT will set up a Zhongrong-Green Recycling Energy Collective Capital Trust Plan No. 1 (the "Trust Plan No. 1") to raise money and loan the proceeds to Xi'an TCH for the Zhongtai Project. (the “Zhongtai Loan”)

The Zhongtai Loan has a term for 48 months and bears an annual interest rate of 12% for the first 24 months. ZRIT has the right to adjust the interest rate according to the market conditions after 24 months and Xi'an TCH has the right to prepay the Zhongtai Loan before maturity if Xi’an TCH does not agree to such adjustment of interest rate. ZRIT has the right to request repayment of all principal and interest of the Zhongtai Loan on the 24 month anniversary date of the establishment of Trust Plan No. 1.

The Zhongtai Loan is secured by the pledge of CDQ equipment and power generation system of Zhongtai Project, by personal guarantee of Mr. Ku Guohua, the Chairman and CEO of the Company, and by corporate guarantee of Xuzhou Zhongtai Energy Technology Co., Ltd. and its affiliated companies.

The description contained herein of the terms of the Zhongtai Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Zhongtai Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The second Trust Loan Agreement (the "Rongfeng Loan Agreement") is for Xi'an TCH to borrow RMB 135 million (approximately $22.1 million) for the CDQ system and the CDQ Waste Heat Power Generation Project with Tangshan Rongfeng Iron & Steel Co., Ltd. ( the “Rongfeng Project”), which was disclosed in the Form 8-K filed on December17, 2013. ZRIT will set up a Zhongrong-Green Recycling Energy Collective Capital Trust Plan No. 2 (the "Trust Plan No. 2") to raise money and loan the proceeds to Xi'an TCH for the Rongfeng Project.

The Rongfeng Loan has a term for 48 months and bears an annual interest rate of 12% for the first 24 months. ZRIT has the right to adjust the interest rate according to the market conditions after 24 months and Xi'an TCH has the right to prepay the Rongfeng Loan if Xi’an TCH does not agree to such adjustment of the interest rate. ZRIT has the right to request repayment of all principal and interest of the Rongfeng Loan on the 24 month anniversary date of the establishment of Trust Plan No. 2.

The Rongfeng Loan is secured by the pledge of CDQ equipment and power generation system of the Rongfeng Project, by personal guarantee of Mr. Ku Guohua, the Chairman and CEO of the Company, and by corporate guarantee of Tangshan Rongfeng Iron & Steel Co., Ltd. and its parent company.

XI'AN, China, Feb. 26, 2014 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG), a leading developer of waste energy recycling projects for power generation in China, today announced its wholly owned subsidiary Xi'an TCH Energy Technology Co., Ltd. has entered into two trust loan agreements with an aggregate amount of US$46.6 million (RMB 285,000,000)from Zhongrong International Trust Co., Ltd. (the "ZRIT") to support the Company's coke dry quenching waste heat power generation projects ("CDQ project").

ZRIT will set up No. 1 and No. 2 of Zhongrong-Green Recycling Energy Collective Capital Trust Plan (the "Trust Plans") to raise funds for two recycling energy projects. Plan No.1 is US$ 24.5 million (RMB 150,000,000) and its proceeds will be loaned to Xi'an TCH for its Zhongtai CDQ Project as announced in the press release issued by CREG on Dec 9, 2013; Plan No. 2 is US$ 22.1 million (RMB 135,000,000) and its proceeds will be loaned to Xi'an TCH for its Rongfeng CDQ Project as announced in the press release issued by CREG on Dec 17, 2013.

Mr. Guohua Ku, the Chairman and CEO of CREG, commented that, "We are very pleased to build this relationship with Zhongrong International Trust Co., Ltd., a well known financial institution with substantial investment experience in recycling energy. This trust loan will provide financial support for our projects in Xuzhou and Tangshan, which are expected to bring increased revenues for the company and maximize our shareholders' value. We will continue to make contribution to the environment protection by conducting technical transformation with the purpose of more efficient energy saving and large carbon emission reduction."

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 19, 2013, China Recycling Energy Corporation (the “Company”) received written notice from the NASDAQ Stock Market (“NASDAQ”) stating that (i) the Company failed to comply with NASDAQ Listing Rule 5635(c) (the “Rule”), which generally requires shareholder approval of equity-based compensatory arrangements, and (ii) based on actions taken by the Company to remedy the violation, that, subject to satisfaction of applicable disclosure requirements that are satisfied by the filing of this Form 8-K, the Company has regained compliance with the Rule and the matter is now closed.

NASDAQ’s determination was based on the Company's grant of a stock option to purchase 40,000 shares of the Company’s common stock at an “at the market” price on January 31, 2011 to Mr. Chungui Shi (the “Stock Option”), an independent member of the Board of Directors of the Company. On November 11, 2013, the Company amended the Stock Option, such that the Stock Option may not be exercised without prior approval by the Company’s shareholders. Further, if the Company’s shareholders do not approve of the grant of the Stock Option, which the Company intends to seek at its 2014 Annual Meeting of Shareholders, the Stock Option will be immediately cancelled.

XI'AN, China, Dec. 17, 2013 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG), a leading developer of waste energy recycling projects for power generation in China, today announced its wholly-owned subsidiary Xi'an TCH Energy Technologies Co., Ltd. ("Xi'an TCH") entered into a contract with Hebei Tangshan Rongfeng Iron & Steel Co., Ltd. (Tangshan Rongfeng) to construct a coke gas (CDQ waste heat) power generation project in the mode of BOT (build-operate- transfer).

Tangshan Rongfeng is a coking and steel rolling integrated enterprise and can produce 1.4 million tons of coke each year.  Based on Rongfeng's existing production line, Xi'an TCH will construct CDQ (Coke Dry Quenching) facilities and 20MW power station to generate electricity by using waste heat from production process and reduce the emission of carbon dioxide at the same time. All electricity generated in this project will be purchased and used by Tangshan Rongfeng, Xi'an TCH is to collect energy-saving service fees according to the electricity generated.

In accordance with the contract, Xi'an TCH will invest USD 24.5 million (RMB 150 million) to construct CDQ facilities and waste heat power station. In addition to financial investment, Xi'an TCH will be responsible for construction, procurement, operation and management of power station. The operation period of this project will be 20 years during which Xi'an TCH will collect energy-saving service fees at RMB 0.582/kWh for the first ten years and RMB0.432/kWh for the second ten years; it is estimated that the annual net earnings will exceed USD 5.9 million (RMB 36 million) and total investment may be recovered within 5 years.

Mr. Ku Guohua, CREG's chairman and CEO commented, "We are excited to sign this large project after the Zhongtai waste heat power generation project we signed early this month. CDQ power generation is an innovative technology in coking industry to have waste heat reused to save energy and reduce air pollution. In recent years, the Chinese government has vigorously promoted new technology and energy-saving techniques. Coke dry quenching will replace coke wet quenching, which causes heavy pollution and is out of date. This project will expand our market share in CDQ power generation industry and increase our profit. At the same time, it will help reduce fog and haze and make more contributions to China's environmental protection."

XI'AN, China, Dec. 9, 2013  /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that its subsidiary Xi'an TCH Energy Technology Co., Ltd ("Xi'an TCH") has signed an EMC Contract with Xuzhou Zhongtai Energy Technology Co., Ltd. ("Zhongtai"), to develop a new Coke Dry Quenching (CDQ) waste heat power generation project.

The purpose of this contract is to invest RMB 210 million (USD 34.2 million) to build ancillary CDQ facility and a 25 MW waste heat power plant based on  Zhongtai's existing industrial processes. The estimated annual net income will be in excess of RMB 40 million (USD 6.6 million) and the payback period is 5 years. The operation period of this project is 20 years. Xi'an TCH will provide the funding, construction, equipment procurement, operation and management for the power generation project; and the Company will charge energy saving service fee based on generated electricity.

Xuzhou Zhongtai Energy Technology Co., Ltd. is a key member of Xuzhou Taifa Special Steel Technology Group Co., Ltd., one of top-ten large-scale enterprises for preferential development in Xuzhou.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased with the signing of this EMC contract with Zhongtai, which has abundant resources and will be an important partner for CREG in waste heat electricity generation in the future. It is expected to bring greater revenue growth and enhance the overall attractiveness of our company."

Third Quarter 2013 Financial Results

• Total sales was $21.74 million, an increase of 21.26 million as compared to $0.48 million for the third quarter of 2012.
• Fully diluted EPS of $0.08, increased 167% compared to $0.03 for the third quarter of 2012.

Mr. Guohua Ku, Chairman and Chief Executive Officer of China Recycling Energy, commented, "As we completed two 3 MW BPRT systems of Shanxi Datong project and the 12 MW BMPG system of Pucheng Phase II project, we now have 15 systems completed in total. With new completed projects, we are very delighted to see there is a large increase in the total sales and net income. At the meantime, the company is seeking cooperation with companies across China and developing economic financing methods. We will expand our recycling energy market and reward our shareholders with consistent and growing profits."

Mr. Ku continued to comment: "All our projects under construction are going on well and are expected to be delivered on time. While developing new projects, we also focus on the development and improvement of recycling energy technology, applying new technology to our existing projects and developing more projects, which in turn becomes a beneficial cycle for us and our customers. We intend to be the leader in the development of recycling energy technology, bringing more social and economic benefits to our customers, provide better results to our investors, and make greater contributions to the environmental protection of the country."

XI'AN, China, September 18, 2013 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that it has entered a strategic cooperation agreement (the "Cooperation Agreement") with China Guangdong Nuclear (CGN) Energy Service Co., Ltd. in recycling energy projects.

CGN Energy Service Co., Ltd. and the Company intend to invest in selected constructing projects and are willing to jointly develop more recycling energy projects. Both parties will have regular communication, share projects, and work on equity cooperation plans.

"We are happy to build up such a strategic partnership with CGN Energy Service Co., Ltd. We believe that such communication and cooperation will benefit us with more forward-looking vision and being more competitive in recycling energy markets," commented Mr. Guohua Ku, Chairman and CEO of CREG.

Second Quarter 2013 Financial Results

• Total sales was $13.91 million, an increase of 13.51 million as compared to $0.4 million;
• Income from operations was $7.5 million, increased 74.2% as compared to income from operations of $4.3 million;
• The net income increased 205% to $3.7 million from $1.2 million;
• Adjusted non-GAAP EPS of $0.09, as compared to $0.05 for the same quarter 2012;

Mr. Guohua Ku, Chairman and Chief Executive Officer of China Recycling Energy, discussed quarterly financial results, current projects and the company's growth potential, "The second quarter 2013 showed significant increase in system sales and income as compared to last year's second quarter. The increase in system sales was anticipated since we have Datong Phase I project � two 3 MW BPRT power generation system completed during the second quarter.

Mr. Ku continued, "In terms of projects under construction, currently we have two projects, Shanxi Datong Coal Group Power Generation Project and Jilin Ferroalloys Power Generation Project, with a total capacity of 33.5 megawatts. The company expects to complete the Shanxi Datong Phase II project by the end of 2013. As for Jilin Ferroalloys Project, it is scheduled to be completed by the end of third quarter of 2013."

"Recently we established an energy recycling fund to invest in coke dry quenching (CDQ) energy recovery and waste heat power generation projects with Hongyuan Huifu Venture Capital Co., Ltd. This fund can provide additional finance to our new projects and improve our competitiveness in energy recycling business." Mr. Ku continued, "Therefore, we are confident that CREG will gain a lead position in CDQ market in China and achieve great success in recycling energy industry."

XI'AN, China, July 18, 2013 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, wishes to make the following announcement with regard to the scope and impact of its recent restatement of its financial statements.

Restatement of certain liability to marked to market share price and its related restatement of income statements for fiscal quarters ended June 30, 2010 and 2011, September 30, 2010 and 2011, March 31, 2011 ; and fiscal year ended December 31, 2010 and  2011.

On June 29, 2010, our wholly owned subsidiary, Xi'an TCH entered into a Biomass Power Generation Asset Transfer Agreement (the "Transfer Agreement") with Xueyi Dong. Under the Transfer Agreement, Mr. Dong transferred ownership of the Biomass Systems to Xi'an TCH, and Xi'an TCH agreed to pay Mr. Dong $14,705,900 (RMB 100,000,000) for the systems, including RMB 20,000,000 in cash and RMB 80,000,000 in shares of our common stock.

As of September 30, 2011, the Company paid the cash portion in full to Mr. Dong and had shares to be issued of $11,780,471 in connection with this transaction. On November 22, 2011, our Board of Directors approved the issuance of 2,941,176 shares of the Company's common stock to Mr. Dong at $4 per share pursuant to the terms of the agreement. The Company recorded a gain on settlement of debt of $8,251,060 for the financial year ended December 31, 2011.

From June 29, 2010 until settlement of debt on November 22, 2011, we recorded the liability at $11,780,471 pursuant to the terms of the agreement, without marking to market the price of the shares to be issued to Mr. Dong. After review by the SEC, it was agreed that we should have marked to market the shares issued to Mr. Dong, and this is the reason we filed restatements of our Form 10-Qs and Form 10-K that were previously filed from June 2010 to December 2011.

First Quarter 2013 Results

• Total sales, including system sales and contingent rental income, for the three months ended March 31, 2013 was $14.34 million while the total sales for the comparable period of 2012 was $0.15 million, an increase of $14.19 million as a result of increases in system sales and in contingent rental income.
• For the first quarter of 2013, GAAP diluted EPS was $0.07 with approximately 50.22 million shares of common stock outstanding. This compares with GAAP diluted EPS of $0.04 in the first quarter of 2012 when the Company had 53.01 million shares of common stock outstanding.
• Non-GAAP EPS for the first quarter of 2013 were $0.08 vs $0.04 in the prior year.

Mr. Ku continued, "In terms of completed projects, we are excited to announce that we further enlarged our project portfolio with the completion of Shenqiu Project Phase II, a 12 MW biomass power generation project, by the end of the first quarter of 2013. Currently, the total generation capacity of Shenqiu power plant is increased to 24MW, and bringing our total operating capacity to 124 MW."

"As we complete existed projects, we are making great efforts to develop new projects and business model. Besides the methods we currently applied for waste power generation, we are focusing on developing coke dry quenching (CDQ) waste heat power generation. With large-scale application of coke ovens, CDQ is a trend in the future for the industry. By using CDQ technology, the energy could be used more efficiently and pollution will be greatly reduced. Therefore, CDQ waste power generation could reduce the costs for electricity for enterprises and also help them to reduce environmental pollution. By doing this, we could expand our market share and develop more projects. Additionally, we are continuously seeking more cost-effective financing options for our company and our customers in an effort to better grow our business. We intend to expand our waste-to-energy power generating capacity rapidly in order to meet the continuous demand growth for energy to gain market share. We look forward to announcing the completion of projects under development now and in the future and bringing more savings to our customers."

XI'AN, China, October 1, 2012 /PRNewswire-FirstCall/ -- China Recycling Energy Corp. (NASDAQ: CREG; "CREG" or "the Company"), a leading industrial waste-to-energy solution provider in China, today announced that the ongoing construction of its previously announced Shanxi Datong Coal Group Steel Ltd. Energy Recovery Project ("Shanxi Datong Project") is progressing according to schedule. The Company expects Shanxi Datong Project, which has 23MW of total power generation capacity, will be completed by end of 2012.

As previously announced, Xi'an TCH Energy Technology Company, a wholly owned subsidiary of China Recycling Energy Corp., signed a definite agreement with Shanxi Datong Coal Group Steel Ltd. to co-develop the Shanxi Datong Project which recycles gas and steam from groups of blast-furnaces and converter of Shanxi Datong's metal refining plants to generate power. According to the agreement, China Recycling Energy will install two 3MW Top Gas Recovery Turbine (TRT) unites, one 15MW Waste Gas Power Generation (WGPG) system and two 1MW steam power generation systems. The total investment for the project is estimated to be approximately $27.45 million (RMB 180 million), and it will generate up to 23MW of electricity annually. After all construction completed at the end of 2012, the facility will be leased back to Datong Coal Group Steel Ltd. for 30 years, and Datong will be responsible for operating the facility and pay service fee to CREG during the lease term. The service fee is based on an average of 8,000 electricity-generating hours per year and $0.05 (RMB 0.33) per kilowatt hour ("Kwh") for the first 5 years after the completion of each power generation station. For each of the leases, at the 6th year, 11th year and 21st year thereafter, the rate will be RMB 0.3 Kwh, 0.27 Kwh and 0.25 Kwh, respectively. This project is a Build and Operate (BO) project, the operation period is permanent.

Total payback period of the project is 5 years. The project is progressing smoothly at present, and it will complete by the end of 2012.

"We are very pleased that the construction of Datong project is progressing smoothly," said Mr. Ku Guohua, Chairman and Chief Executive Officer of China Recycling Energy, "It is expected to bring increased revenues and significantly enhance the overall attractiveness of our company. Datong has abundant resources and will be an important partner for CREG in waste heat electricity generation going forward."

Item 3.02 Unregistered Sales of Equity Securities.

On September 17, 2012, China Recycling Energy Corporation (the “Company”) issued 3,750,000 shares of Common Stock of the Company to Great Essential Investment, Ltd., a company registered in the Virgin Islands (“Great Essential”), upon receipt of Great Essential’s conversion notice of the Company’s 8% Secured Convertible Promissory Note dated April 29, 2009 in the principal amount of $3,000,000 at the stated conversion price per share of $0.8.

Second Quarter 2012 Financial Highlights

• Net sales increased 10.1% to $403k from $366k
• Income from operations was $4.3 million, as compared to income from operations of $4.1 million.
• The net income was $1.2 million, or $0.03 per share, as compared to net income of $3.7 million, or $0.07 per diluted share
• The cash and cash equivalents was $41.6 million as of June 30 2012, an increase of 300% comparing to $14.9 million as of December 31, 2011

Mr. Guohua Ku, Chairman and Chief Executive Officer of China Recycling Energy, discussed quarterly financial results, current projects and the company's' growth potential, "As expected, we do not have project completion during the second quarter hence zero systems sales for the quarter. Interest income from the sales-type leases is our other major revenue in addition to systems sales revenue. The interest income has declined marginally as we now have interest income from 11 systems compared to 12 systems in 2011. Our business model is such that we frequently experience non-linear revenue flows on a quarterly basis, which is not indicative of the long-term growth potential of the Company. We have a number of projects in the development phase - none of which are slated for completion until the end of calendar year 2012, and we have a solid pipeline of new projects backed by a strong balance sheet.

Mr. Ku continued, "In terms of projects under construction, currently we have two projects, Phase III of Erdos Power Generation Project and Shannxi Datong Coal Group Power Generation Project, under construction with a total capacity of 48 megawatts. The Company temporarily suspended construction of the Erdos Phase III due to the restructuring of products and industry by the customer. The Datong project was previously halted due to business reorganization of Shannxi Datong and a renegotiation of one of the power stations with Xi'an TCH to amend certain construction plans. The Company resumed the construction in April 2012 and we expect to complete this project by the end of 2012."

"We remain positive and optimistic on the future earnings potential for China Recycling Energy Corporation," concluded by Mr. Ku.

First Quarter 2012 Results

• Total sales for the 2012 first quarter, comprised of system sales and contingent rental income, was $0.15 million, as compared to $0.52 million reported in the fourth quarter of 2011 and $11.56 million for the first quarter of 2011.
• Net income for the 2012 first quarter was $2.02 million, as compared with $4.54 million for the 2011 fourth quarter and $4.56 million for the 2011 first quarter.
• For the first quarter of 2012, GAAP diluted EPS was $0.04 with approximately 53.01 million shares of common stock outstanding. This compares with GAAP diluted EPS for the 2011 fourth quarter of $0.06 with approximately 56.18 million shares of common stock outstanding, and $0.09 in the first quarter of 2011 when the Company had 55.13 million shares of common stock outstanding.

Mr. Guohua Ku, Chairman and Chief Executive Officer of China Recycling Energy, discussed quarterly financial results, current projects and the company's' growth potential. "We are encouraged by the pipeline of new business that we see in 2012 and well into the future. While we saw a decline in our financial results for the first quarter, it should be noted that historically CREG has experienced non-linear revenue flows on a quarterly basis due to the nature of the company's business model, and this is not indicative of the long-term growth potential of CREG over time. We have a number of projects in the development phase - none of which are slated for completion until the end of calendar year 2012. In addition, we have a solid pipeline of new projects backed by a strong balance sheet."

Mr. Ku noted, "By leveraging the very strong relationships we have with Chinese industrial giants, CREG is optimally positioned to capitalize on its growth opportunities. Our partnerships include Sino-Steel Group, Binhai Branch - China's largest nickel steel plant, Erdos Metallurgy Co. - the world's largest ferrosilicon alloy plant, and Shengwei Cement Group - a major Chinese cement producer. CREG currently has a total of eleven power plants in operation with a total capacity of 107 MW. In addition, we have two heat recovery/WGPG projects under construction, with a total capacity 48 MW, as well as memorandums of understanding (MOUs) for six other TRT, CHPG, and WGPG projects for a total capacity 279 MW."

Fourth Quarter 2011 Resutls

• Total sales for the three months ended December 31, 2011, comprised of system sales and contingent rental income, was $0.52 million, as compared to $18.84 million reported in the third quarter of 2011 and $31.82 million for the fourth quarter of 2010.
• For the fourth quarter of 2011, GAAP diluted EPS was $0.06 with approximately 56.18 million shares of common stock outstanding. This compares with GAAP diluted EPS for the 2011 third quarter of $0.16 with approximately 54.95 million shares of common stock outstanding, and $0.12 in the fourth quarter of 2010 when the Company had 50.18 million shares of common stock outstanding.
• Adjusted non-gaap EPS for the fourth quarter 2011 was $0.00 vs $0.24 in prior year

Mr. Guohua Ku, Chairman and CEO of CREG, commented, "Our full year 2011 net results showed significant growth in net income, interest income from the leasing of our systems and earnings for our shareholders, despite lower system sales revenues. During the year, we further strengthened our operations and increased operational efficiencies, while maintaining our fiscal discipline and cost controls; and in 2011 we delivered a very strong operating performance, culminating in our third consecutive year of profit growth, with net earnings of $21.5 million or $0.39 per diluted share."

The Company noted that while systems related revenue declined 59 percent as compared with 2010, it is important to note that the nature of CREG's business model routinely results in a non-linear systems revenue flow. Sales revenue from sales of completed power plants is not necessarily indicative of future revenue flows as the Company cannot complete new systems on a routine basis. The Company's main revenue is from interest income on sales-type leases, which has been growing steadily quarter by quarter.

We believe we have sufficient cash to continue our current business through 2012 due to stable recurring receipts from sales-type leases in place. As of September 30, 2011, we have two TRT systems, two CHPG systems, one WGPG system, five recycling waste heat power generating systems from the Erdos projects, two BMPG and one WHPG of Zhongbao, currently generating net cash inflow. In addition, we have access to bank loans in case of an immediate need for working capital. We believe we have sufficient cash resources to cover our anticipated capital expenditures in 2012.

same

Third Quarter 2011 Results

Rodman and Renshaw on CREG                        8/19/2011

CREG: 2Q11 Earnings Update

2Q11 Results: CREG reported revenue, Non-GAAP net income, and Non-GAAP diluted EPS of $0.37 MM, $2.23 MM, and $0.04, compared to our expectations of $0.29 MM, $3.28 MM, and $0.06, respectively. System sales revenue was negligible at $72.5K in 2Q10 with no systems installed during the quarter. Interest income on BOT projects increased 65.1% y-o-y to $5.49 MM from $3.32 MM in 2Q10 due to 5 new projects installed over the past twelve months. Operating income was $4.11 MM, versus $7.7 MM in 2Q10, due to a lower revenue base.

Recurring Interest Income Offset Shortfall in Sales: CREG had no system sales income during the quarter given that no project was completed or installed. However, that shortfall has been partially offset by 65.1% y-o-y increase in recurring interest income from a total of 12 currently installed systems with 121 MW of total capacity. Total interest income amounted to $5.78 MM, including $5.49 MM based on minimum payment agreement (as part of operating income) and $0.29 MM in contingent rental income (as part of top-line).

Carlyle Converted $5.0 MM to Common Shares: On July 25, the company announced Carlyle Asia Growth Partners has converted $5.0 MM worth of convertible notes into 4.3 MM shares of common stock at $1.154 per share.

Financing Remains Crucial to the Story: We were slightly disappointed that management again did not provide any meaningful color on potential contract wins and revenue visibility. We understand that it should be challenging for the company to execute on new projects without sufficient financing resources under acceptable terms. Management did disclose that CREG has signed a number of MOUs with many state-owned industrial users under China Cinda umbrella. However in order to turn MOUs to real contracts, CREG will have to demonstrate its ability to secure financing, and we believe the company is currently in the process of obtaining project funding, therefore any funding related announcement may be viewed as a catalyst for CREG stock.

Financial Estimates: We continue to expect at least the 25 MW Eardos IV project to be completed in 3Q11, and that should lead to the system sales of ~$27 MM and a total of installed capacity of 146 MW by the end of 3Q. Based on these assumptions, we are now expecting revenue, interest income on projects, Non-GAAP earnings to be $27.3 MM, $5.65 MM, $6.86, with EPS of $0.11. For full year FY11, we are projecting top-line of $81.6 MM, $22.6 MM in recurring interesting income, $24.1 MM in bottom-line, and $0.41 in diluted EPS.

Valuation: At current levels CREG is trading at P/E multiples of ~4.0x to our FY11 Non-GAAP earnings estimates. This is well below averages of ~30.0x for US domestic ESCOs, and ~22.0x for China/HK listed comparables.


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Second Quarter 2011 Results

Mr. Guohua Ku, Chairman and CEO of CREG commented, "As expected, the second quarter 2011 showed steady growth in net income, significant increase in interest income from the leasing of our systems and decreased revenue as compared to last year's second quarter. CREG booked net income growth of 16.6% and interest income growth on sales type leasing of 65.4% in the first six months of 2011 as compared to the corresponding period of 2010. The decrease in sales was anticipated since there were no system completions and revenue from system sales booked in the second quarter. Erdos Phase III, a 25 MW heat power generation system, is expected to be completed in the next several months, bringing our annual capacity to 146 MW, an increase of roughly 20% by year-end 2011."

On July 21, 2011, China Recycling Energy Corporation (the “Company”) issued 4,149,599 shares of Common Stock of the Company to Carlyle Asia Growth Partners III, L.P. and 184,593 shares of Common Stock to CAGP III Co-Investment, L.P. (together as the "Investors"), pursuant to the 5% Secured Convertible Promissory Note dated April 29, 2008, disclosed in the Form 8-K filed on April 30, 2008.

The Investors have converted the principal amount under the 5% Secured Convertible Promissory Note in the principal amount of $5,000,000 into total 4,334,192 shares of Common Stock of the Company at the conversion price per share of $1.154.

Rodman and Renshaw on CREG                      5/31/2011

CREG: Higher Power Price Should Be A Positive

China Raises Power Prices In 15 Provinces: China has raised prices for electricity used for industrial, commercial and agricultural purposes across the country's 15 provinces and municipalities by 16.7 yuan (about 2.57 U.S. dollars) per 1,000 kilowatt-hours (kwh), while electricity prices for residential use remained unchanged, according to the National Development and Reform Commission. The 15 provinces include Shanxi, Qinghai, Gansu, Jiangxi, Hainan, Shaanxi, Shandong, Hunan, Chongqing, Anhui, Henan, Hubei, Sichuan, Hebei and Guizhou.

Key Takeaways: On a macro level, we view this price hike as a positive for CREG’s business since its solutions are primarily considered as alternatives to traditional power generation model from coal-fired plants. The company’s main operating region, Shaanxi province is included on the list announced by NDRC, and we believe CREG may have an opportunity to renegotiate with its customers on the prices, benefit from higher margins in future contracts or benefit from potentially stronger demand from large industrial users seeking cheaper power solutions. The company’s strategic partner, China Cinda Asset Management, may also push its state-owned subsidiaries to adopt CREG’s energy recycling solutions to lower their operating costs.

Shelf Filing: CREG filed a $200 MM shelf offering last week that caused a pull back in the stock. We believe the filing is not effective yet. We would be surprised to see the company execute on the shelf at current stock levels given the negative dilutive implications for existing shareholders.

Valuation: At current levels CREG is trading at P/E multiples of ~4.4x to our FY11 Non-GAAP earnings estimates. These multiples are well below averages of 9x for small cap Chinese Cleantech companies listed in the US, 38x for US domestic ESCOs, and 22x for China/HK listed comparables. We believe CREG should be trading in line with the industry given the growth opportunity associated with it. We are comfortable maintaining a $6.00 price target on CREG, which translates into P/E multiples of 8.6x to our estimates for FY11. We believe these are reasonable multiples given that historically clean technology and environmental remediation companies have traded within a range of 8x to 25x on a P/E basis.

Risks

(1) Customer Concentration (2) Competitive Market (from other ESCOs and state-owned companies’ in-house build out) (3) Dilution Risks (4) Financial Leverage (5) Dependence On Supplier Relationships (6) Outsourcing Cost May Go Up

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

Some History: (Reveals that CREG was born from a previous failed RTO)

On June 23, 2004, we completed a stock exchange transaction with the stockholders of Sifang Holdings Co., Ltd. (“Sifang Holdings”). The exchange was consummated under Nevada and Cayman Islands law pursuant to the terms of a Securities Exchange Agreement, dated June 23, 2004 by and among Boulder Acquisitions, Sifang Holdings and the stockholders of Sifang Holdings. Pursuant to the Securities Exchange Agreement, we issued 13,782,636 shares of our common stock to the stockholders of Sifang Holdings, representing approximately 89.7% of our post-exchange issued and outstanding common stock, for 100% of the outstanding capital stock of Sifang Holdings.

Effective August 6, 2004, we changed our name from Boulder Acquisitions, Inc. to China Digital Wireless, Inc.  From August 2004 to December 2006, we primarily engaged in pager and mobile phone distribution and provided value added information services to the customers in the PRC.  We phased out and scaled down most of the business of mobile phone distribution and provision of pager and mobile phone value-added information services, and on May 10, 2007, the Company approved and announced that it ceased and discontinued these businesses.

In December 2006, we began to conduct business in the energy saving and recycling industry, including purchasing certain equipment, devices, hardware and software for the construction and installation of TRT systems and other renewable energy products. TRT is an electricity generating system that utilizes the exhaust pressure and heat produced in the blast furnace of steel mills to generate electricity. It has commercial value for the steel mills by using waste heat and steam to produce electricity for the operation of the mills

Rodman and Renshaw on CREG                       5/18/2011

CREG: 1Q11 Earnings Update

1Q11 Results: CREG reported revenue, Non-GAAP net income, and Non-GAAP diluted EPS of $11.6 MM, $5.3 MM, and $0.10, compared to our expectations of $7.6 MM, $10.2 MM, and $0.15, respectively. System sales revenue grew by 14.2% y-o-y from $10.1 MM in 1Q10 but down 84.7% sequentially from $31.8 MM in 4Q10. Interest income on BOT projects increased 62.9% y-o-y to $5.14 MM.

Erdos Phase II Drives Revenue: CREG recorded $11.56 MM in total revenues, including $11.27 MM in system sales revenue from the completion of the third 9 MW WHPG system for Erdos Phase II, and a $0.29 MM in contingent rental income from Tongchuan Shengwei project. Total top-line grew at a 14.2% pace y-o-y from a year ago.

Interest Income: During the quarter, the company reported $5.14 MM in interest income from sales type leases, which represents the minimum periodic revenue guaranteed by its customers. Interest income increased 66.3% y-o-y from $3.15 MM in 1Q10 and 9.2% sequentially from $4.71 MM in 4Q10. Total installed capacity at end of 1Q11 was 112 MW, and management expects the third 9 MW Erdos WHPG system to start running in 2Q11, to bring the total interest generating installed capacity to 121 MW in 2Q11.

Outlook: Management indicated that Erdos Phase III, a 25 MW WHPG system, should be finished during 3Q11, bringing the total installed capacity to 146 MW. Additionally during the earnings call management told analysts and investors to stay tuned for more updates on new project contract wins and potential M&A transactions. In our view, the nature of CREG’s business model requires material external financing to win large sized contracts, and potentially rising financing cost may hurt the company’s bottom-line. We believe the ability to secure strategic financing with lower interest should be critical to the company’s success.

2Q11 Estimates: For 2Q11, we are now projecting revenue, interest income, Non-GAAP earnings and EPS of $0.29 MM, $6.44 MM, $6.69 MM, and $0.06 per share. We assume no major system sales during 2Q and therefore the income stream will be primarily driven by interest income on installed systems with ~121 MW total capacity. We project $6.67 MM in operating income due to a higher installed capacity in 2Q and more running hours compared to 1Q holiday break. For the full year, we are now expecting $82.73 MM for top-line, $27.83 MM for interest income, $32.03 MM for Non-GAAP earnings, and $0.54 per diluted EPS.

Valuation: At current levels CREG is trading at P/E multiples of ~3.7x to our FY11 Non-GAAP earnings estimates. These multiples are well below averages of 4.4x for small cap Chinese Cleantech companies listed in the US, 29.2x for US domestic ESCOs, and 23.2x for China/HK listed comparables. We believe CREG should be trading in line with the industry given the growth opportunity associated with it. We are comfortable maintaining a $6.00 price target on CREG, which translates into P/E multiples of 8.6x to our estimates for FY11.


Notice Regarding Privacy and Confidentiality:


This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

Highlights:

• Systems sales and contingent revenue was $11.56 million, an increase of 14.2% as compared to $10.1 million for the first quarter 2010.
• Net income was $4.56 million, up 108.2% from $2.19 million for the first quarter of 2010.
• Total Operating Income grew by 52.1% to $8.25 million from $5.42 million in the previous year.
• Fully diluted EPS of $0.09, as compared to $0.05 for the first quarter of 2010.
• On adjusted Non-GAAP measures, as defined below, non-GAAP net income grew to $5.3 million, or non-GAAP fully diluted EPS of $0.10, as compared to $3.9 million, or fully diluted EPS of $0.08, for the same period of 2010.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased with our first quarter 2011 financial results. CREG booked revenue growth of 14.2% in the quarter as compared to the corresponding quarter 2010. An increase in sales and interest income led to the rise in our revenue and net income during this three month period."

Mr. Ku continued, "In terms of completing projects, we had a very productive quarter. We are excited to announce that we have completed and booked the sale of the third 9MW capacity power station as a part of Erdos Phase II project. We are now in the midst of constructing Erdos Phase III, a 25 MW waste heat power generation system, which we anticipate will be completed in the third quarter of 2011, bringing our total capacity close to 146 MW."

"On an on-going basis, CREG employs its expertise to find more avenues to recycle energy and provide saving to new types of energy intensive industries. We have a wealth of projects ahead of us, some that we will embark upon and even more that we will evaluate and select for our energy recovery services down the road. China Cinda, one of our strategic partners, has provided CREG referrals to many of their industrial clients and we expect to source clientele from those relationships in the future. Right now, we are evaluating additional strategic financing options for our projects, and anticipate reducing the interest cost in this area in the future. We look forward to updating the investment community as more large projects are formerly signed and financed," concluded Mr. Ku.

Rodman and Renshaw on CREG                              4/6/2011

China Recycling Energy

Amit Dayal - Senior Analyst (212-356-0535)
Chang Liu - Associate China Analyst (212-430-1733)


CREG: 4Q10 Earnings Update

4Q10 Results: CREG reported revenue, net income, and diluted EPS of $31.8 MM, $5.8 MM, and $0.12, compared to our expectations of $24.8 MM, $5.1 MM, and $0.10, respectively. On a Non-GAAP basis, excluding the non-cash charges, earnings and diluted EPS for the quarter were $9.3 MM and $0.19 per share. System sales revenue grew by 207.5% y-o-y from $10.35 MM in 4Q09 and 186.2% sequentially from $11.1 MM in 3Q10. Interest income on BOT projects increased 57.2% y-o-y to $4.7 MM.

Full Year Results: On a full year basis, the company generated revenue, earnings, and diluted EPS of $75.6 MM, $16.0 MM, and $0.33 per share. Excluding non-cash charges, full year Non-GAAP earnings and diluted EPS would be $25.9 MM and $0.52 respectively. Full year system sales grew by 70.9% from FY09, while interest income on BOT projects was up 112% y-o-y to $15.14 MM.

Expect Strong Project Pipeline in FY11: We expect the Cinda relationship should bring more large-sized industrial enterprises onto CREG’s customer list in 2011. During the earnings call, management indicated that Erdos phase 4 and phase 5 should come in place this year, and Erdos will continue to play a significant role driving FY11 top-line. Additionally management mentioned a pending project from a customer that is potentially larger than Erdos. If this is the case, we should see some upside in CREG’s top-line once the contract is awarded. However, we are not factoring in any revenue contribution in our revenue model from this project.

Revising Estimates: Currently we are expecting the company to generate 1Q11 revenue, Non-GAAP net income, and diluted EPS of $7.6 MM, $10.2 MM, and $0.15. We are projecting $7.6 MM in system sales and $9.5 MM in interest income on BOT projects. For the full year, our projections are now $44.9 MM in system sales, $44.2 MM in BOT project income, $36.5 MM in Non-GAAP earnings, and $0.70 in diluted EPS.

Valuation: At current levels CREG is trading at P/E multiples of ~3.7x to our FY11 Non-GAAP earnings estimates. These multiples are well below averages of 4.4x for small cap Chinese Cleantech companies listed in the US, 29.2x for US domestic ESCOs, and 23.2x for China/HK listed comparables. We believe CREG should be trading in line with the industry given the growth opportunity associated with it. We are comfortable maintaining a $6.00 price target on CREG, which translates into P/E multiples of 8.6x to our estimates for FY11. We believe these are reasonable multiples given that historically clean technology and environmental remediation companies have traded within a range of 8x to 25x on a P/E basis.

Risks: (1) Customer Concentration (2) Competitive Market (from other ESCOs and state-owned companies’ in-house build out) (3) Dilution Risks (4) Financial Leverage (5) Dependence On Supplier Relationships (6) Outsourcing Cost May Go Up

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

2010 Year End:

• Revenues were $75.61 million, an increase of 70.9% as compared to $44.23 million for full year 2009.
• Net income was $16.03 million, up 65.1% from $9.71 million for the full year 2009.
• Total Operating Income grew by 90.6% to $33.71 million from $17.69 million in the previous year.
• Fully diluted EPS of $0.33, as compared to $0.21 for full year 2009.
• On adjusted Non-GAAP measures, as defined below, non-GAAP net income grew to $25.88 million, or non-GAAP fully diluted EPS of $0.52, as compared to $13.59 million, or fully diluted EPS of $0.29, for the same period of 2009.　

GeoTeam Note: Fourth Quarter 2010 vs. 2011 EPS was $0.18 vs. $0.06.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "The Company has continued to perform well ahead of expectations, achieving record revenue for the year ended December 31, 2010 and exceeding our guided revenue range of $68 - 72 million. Our non-GAAP net income figures came in at $25.88 million, above our target expectation of $22 million. Overall, our BOT business model, growth strategy and key partnerships have made this year the most successful year yet and we anticipate seeing this trend continue as we embark on more projects in the waste-to-energy space."

XI'AN, China, Jan. 6, 2011 /PRNewswire-Asia-FirstCall/ -- China Recycling Energy Corp.  today announced that the company has appointed experienced industry veteran David Chong as its Chief Financial Officer and Secretary effective immediately. The company's previous CFO and Secretary, Tony Peng, resigned effective December 30, 2010.

Rodman & Renshaw on CREG                                   1/06/2011

CREG: New CFO Appointed 

The Appointment: CREG announced that it has appointed David Chong to replace Tony Peng as the company’s new Chief Financial Officer and Secretary, effective immediately. David Chong has over 20 years of experience in financial management, corporate governance, and capital market activities for mid/large sized companies. Chong has been hired as a consultant to CREG since June 2010 and has assisted the company on non-deal road shows and investor relations. Before joining CREG, Chong was the CFO for Guangdong Yan Zhi Hong Shoes Manufacturing Co., Ltd, a Chinese shoe manufacturer. Prior to that, he was a financial controller at Amtek Engineering (M1P-SES, Not Rated), a Singapore manufacturer of precision metal, plastic, and rubber components, where he ran the financial management for six plants in China. Chong will be based in Xi’an City, Shaanxi province.

Key Takeaways: We believe David Chong’s appointment should be a pre-cursor to a more proactive IR effort by CREG.

Valuation: At current levels CREG is trading at P/E multiples of ~6.4x and ~4.0x to our FY10 and FY11 earnings estimates. These multiples are well below averages of 8.6x and 6.4x for small cap Chinese Cleantech companies listed in the US, 39.7x and 22.8x for US domestic ESCOs, and 31.9x and 24.6x for China/HK listed comparables. We believe CREG should be trading in line with the industry given the growth opportunity associated with it. We are comfortable assigning CREG a $6.00 price target, which translates into P/E multiples of 12.9x and 8.2x to our estimates for FY10 and FY11. We believe these are reasonable multiples given that historically clean technology and environmental remediation companies have traded within a range of 8x to 25x on a P/E basis.


Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "We are very pleased with the Company's performance in the third quarter and remain highly confident that we will reach our stated financial goals for the year. Although the revenues posted were modest in comparison to our year ago quarter, we achieved solid income and continue to execute well on our BOT business model and growth strategy. In the quarter, we successfully completed and delivered to Zhongbao Binhai Nickel Co., a 7 MegaWatt ('MW') capacity Waste Heat Power Generation ('WHPG') system that has a term of nine years. We are now ardently focused on completing Phase II and III of the Erdos Power Generation Project in the final months of 2010 and preparing for a very busy, successful 2011 project year."

2010 Business Guidance

• reaffirms its guidance for revenue for 2010 in the range of $68 million -$72 million

• raises its guidance for net income, excluding non-cash charges, from previous $18 million - $20 million, to $22 million. The reason for raising the guidance for net income is due to the estimated increase of profit margin, as a result of contingent rental income that is earned from actual electricity charge in addition to minimum lease payments of some projects for the year.

For the quarter ended June 30, 2010:

• Revenues grew 102% to $22.54 million for the quarter ended June 30, 2010 from $11.14 million for the quarter ended June 30, 2009.
  
• Income from operations grew 140% to $9.06 million for the quarter ended June 30, 2010 from $3.83 million for the quarter ended June 30, 2009.
  
• Net income grew to $5.04 million for the quarter ended June 30, 2010 from $3.23 million for the quarter ended June 30, 2009.
  
• Fully diluted earning per share ("EPS") of $0.10 for the quarter ended June 30, 2010 compared to $0.07 for the quarter ended June 30, 2009.
  
• On an adjusted Non-GAAP basis, the Company reported Non-GAAP net income of $7.42 million, or non-GAAP fully diluted EPS of $0.15 for the quarter ended June 30, 2010, compared to $3.44 million, or fully diluted EPS of $0.08, for the same period in 2009.

Mr. Guohua Ku, Chairman and CEO of CREG commented, "Our Company continues to deliver superior financial and operating results on every level. I am very pleased to report tremendous growth on both our top and bottom line results. All of our projects are at or ahead of schedule, including Phase II and III of the Erdos Power Generation Project, which is expected to be completed in 2010."

Mr. Ku continued, "I am also pleased to announce that we expanded our energy recycling efforts to include Biomass Power Generation Systems (BPGS) which we recently acquired. Biomass is an important renewable energy resource and is one of the main strategic energy alternatives to conventional energy sources. It contains all the features of high power generation efficiency while protecting and improving the environment and benefiting from strong government incentive programs. To this extent, we successfully executed a new contract with Pucheng Biomass Power Generation Company. The agreement will allow us to have a minimum of $3.3 million per year in cash inflow for the next 15 years. BPGS will play an important role in our revenue growth going forward and expand our existing waste-to-energy business model to now include agriculture waste-to-energy."

Subsequent Event

On August 13, 2010, the Board of Directors authorized the grant of options for an aggregate of 2,200,000 shares of common stock to be issued to 36 employees, including options for 1,460,000 shares granted to Guohua Ku, the Company's Chairman of the Board and Chief Executive Officer, with an exercise price of the closing price on the date of grant.

2010 Business Guidance

The Company reaffirms its guidance that:

• Revenue for 2010 will be in the range of $68 million to $72 million.
  
• Net income, excluding non-cash charges, of $18 million to $20 million.

These targets are based on the Company's current views on operating and market conditions, which are subject to change. Non-GAAP EPS Figures exclude certain non-operating gains and losses as well as certain non-cash items. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information . For a more complete explanation of the company's definition of non-GAAP please refer to its financial press releases. The GeoTeam® non-GAAP figures may, from time to time, differ from company supplied figures. The GeoTeam® non-GAAP figures apply a 25% and 36% tax rate for Chinese and United States companies respectively.

On June 29, 2010, Xi’an TCH Energy Technology Co., Ltd, a wholly owned subsidiary of China Recycling Energy Corporation entered into a Biomass Power Generation Asset Transfer Agreement (the “Transfer Agreement”) with Xueyi Dong, 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.

On June 29, 2010,  Xi’an TCH also entered into a Biomass Power Generation Project Lease Agreement with PuCheng XinHengYuan Biomass Power Generation Co., Ltd., 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 Company expects revenues for 2010 to be in the range of $68 million to $72 million, with net income, excluding non-cash charges, $18 million to 20 million. These targets are based on the Company's current views on the operating and market conditions, which are subject to change.

The GeoTeam® is speculating that   is preparing for an uplisting due to the following commentary in its 2009 third quarter press release:

On November 6, 2009, the Company's Board approved an increase in the size of the Board of Directors from three members to six members and the appointment of Mr. Sean Shao, Mr. Julian Ha and Mr. Timothy Driscoll as new members of the Board. Mr. Shao is expected to chair the Audit Committee of the Board and serve on the Nominating Committee. Mr. Ha is expected to chair the Compensation Committee of the Board and serve on the Audit Committee of the Board. Mr. Driscoll is expected to chair the Nominating Committee of the Board and serve on the Compensation Committee of the Board.

'I am pleased with our continued profitability since the third quarter of last year and our steady revenue streams from operational rental business and interest income from sales-type leases,' Mr. Guohua Ku, Chairman and CEO of CREG, said. 'Our business model is working and our cash flow has continued to be positive since late last year. If the macro economic environment continues to improve and the Chinese government continues to induce more clean energy generation,

China Recycling Energy reaffirmed its positive previous financial guidance.

Source: See Release

Guidance Report: 

Mr. Ku said, 'Looking forward, we are encouraged that the Chinese government has earmarked $31 billion, or 5% of the country's $584-billion stimulus package, for the creation of a sustainable environment. We believe the bulk of the spending will be to reduce the pollution generated by heavy-industrial plants in Northern and Western China, stimulating the growth of the use of low-emission and energy-efficient power generators by our customers in the steel, cement and chemical sectors. Considering this robust market condition, we expect to complete at least 3 projects this year, including Shengwei's phase two which should be completed in the second quarter of 2009, with a projected product sales of approximately $8 million and additional interest income of approximately $1 million in 2009.' 

Full Year Fiscal 2009 Guidance Ending December

* EPS Figures exclude non-operating gains and losses. Non-GAAP information should not be viewed in isolation or as a substitute for reported, or GAAP information.For a more complete explanation of the company's definition of non-GAAP please refer to their fourth quarter financial press release.

** The company did not provide EPS guidance. The GeoTeam calculated an implied EPS using the company's year end outstanding shares of 59,861,719.

Source: PR Newswire (March 23, 2009)