Unassociated Document
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 7, 2010
CHINA RECYCLING ENERGY
CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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000-12536
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90-0093373
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12/F,
Tower A
Chang An
International Building
No. 88
Nan Guan Zheng Jie
Xi An
City, Shan Xi Province
China
710068
(Address
of principal executive offices, including zip code)
(86-29)
8769-1097
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
October 7, 2010, the Board of Directors of the China Recycling Energy
Corporation (the “Company”) approved the increase in the size of the Board of
Directors (the “Board”) from seven members to nine members. At the same time,
the Board of Directors appointed Mr. Yilin Ma and Mr. Chungui Shi as new members
of the Board to fill the vacancies on the Board until their successors have been
duly elected and qualified. Mr. Shi is also appointed as a member of the
Compensation Committee of the Board.
Each of
Mr. Ma and Mr. Shi was nominated and elected as a director in accordance with
the terms of an Amended and Restated Shareholders Agreement among the Company,
Carlyle Asia Growth Partners III, L.P, CAGP III Co-Investment, L.P
(“Carlyle”), China Cinda (HK) Asset Management Co., Ltd. (“Cinda”) and Mr.
Guohua Ku, on August 18, 2010 (the “Shareholders Agreement”) in connection with
a sale and purchase of up to two (2) convertible notes under a Notes Purchase
Agreement entered into by the Company and Cinda on the same day. Each
such convertible note will be issued for a principal amount equal to the US
Dollar equivalent of RMB 50 million (the “Notes”). In connection with
the Notes Purchase Agreement, affiliates of the Company and Cinda, entered into
a Capital Trust Loan Agreement, in which affiliates of Cinda will raise 100
million RMB and lend such amount to the Company’s subsidiary, Xi’an TCH Energy
Technology Co., Ltd. (the “Loans”). If the Loans do not occur, then
the principal amount of the Notes to be issued to Cinda will be increased to the
US dollar equivalent of RMB 100 million each. The largest potential
aggregate amount of principal outstanding would be the US dollar equivalent of
RMB 200 million. The description of the transactions with Cinda and
its affiliates is qualified by the Company’s disclosures contained in its
Current Report on Form 8-K filed on August 20, 2010, which is incorporated
herein by reference.
Since
October 2008, Mr. Ma has served, and continues to serve, as an executive
director of China Cinda (HK) Asset Management Co., Ltd. and since December 2007,
Mr. Ma has served, and continues to serve as a non-executive director of Jiangsu
Lianyungang Port, Co., Ltd., a China based port company listed on Shanghai Stock
Exchange under stock code 601008.
Mr. Ma
previously served as Chief Investment Officer of Well Kent International Holding
(“Well Kent”) from October 2006 to October 2008, General Manager of Zhejiang
Province Construction and Real Property Development Company from January 2005 to
October 2006, and manager of general administration office of Well Kent from
January 2001 to January 2005. Mr. Ma received his bachelor in
engineering from College of International Politics in 1988 in China and his
mater in law degree from China University of Political Science and Law in
1995.
Since May
2007, Mr. Shi has served, and continues to serve, as a non-executive director of
Aluminum Corporation of China Limited (“Chalco”), a China based aluminum
exploitation, development, production, processing, sale, research and
development company traded on NYSE under trading symbol of ACH, Hong Kong Stock
Exchanges under stock code of 2600 and Shanghai Stock Exchange under stock code
of 601600. Since April 2008, Mr. Shi has served, and continues to
serve, as an independent director of Intime Department Store (Group) Company
Ltd., a Hong Kong based company in department store business listed on Hong Kong
Stock Exchange under stock code of 1833. Mr. Shi serves, and has
since December 2009, as an independent director of China National Materials
Company Ltd. (“Sinoma”), a China based company mainly in cement equipment and
engineering services, glass fiber, cement and high-tech materials business
listed on Hong Kong Stock Exchanges under stock code of
1893. Additionally, Mr. Shi serves as an independent director of
Xi’an City Commercial Bank, a commercial bank in Xi’an city, China, and has
served as such since August 2010.
Mr. Shi
previously served as Vice Chairman of the Board of Directors, Tianjin Steel Pipe
(Group) Corporation from June 2001 to September 2003, Vice President, China
Cinda Asset Management Co. Ltd from April 1999 to June 2001, Vice President of
the Investment Association of China from September 1995 to September 2000, and
Deputy Governor of China Construction Bank from December 1993 to April
1999. Mr. Shi received his Bachelor in Finance degree from Dongbei
University of Finance and Economics in 1964 and is a senior economist in
China.
Based on
its investigation, the Board determined that Mr. Shi is “independent” under the
independence requirements of The NASDAQ Stock Market LLC and Rule 10A-3 under
the Securities Exchange Act of 1934, and he does not have any relationship that
would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.
Based on
its review, the Board also determined that Mr. Ma and Mr. Shi each qualifies as
“Non-Employee Directors” as defined by Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and “outside directors” under Section 162(m) of the
Internal Revenue Code and related regulations.
In
connection with the appointment, the Board of Directors of the Company has
authorized the Company to provide Mr. Shi with (i) compensation in the amount of
$2,000 per month and (ii) the grant of an option to purchase 40,000 shares of
the Company’s Common Stock, par value $0.001, at an exercise price equal to the
closing price per share of the Company's Common Stock on October 7,
2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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China
Recycling Energy Corporation
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Date:
October 14, 2010
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Xinyu
Peng, Chief Financial Officer
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