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
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
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.
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. Mr. Ku has acknowledged that the Shares to be issued have not been
registered under the Act.
Item 8.01 Other Events
On August 27, 2014
, the Company issued a press release announcing the share
purchase, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Title or Description
10.1 Share Purchase Agreement
99.1 Press Release