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): May 24, 2016

 

CHINA RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

 

Nevada   000-12536   90-0093373
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

12/F, Tower A

Chang An International Building

No. 88 Nan Guan Zheng Jie

Xi An City, Shaanxi 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 5.03 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.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibits
Number 		  Description
     
3.6   Certificate of Change

 

  2  
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  China Recycling Energy Corporation
   
Date: May 31, 2016

/s/ Jackie Shi

  Jackie Shi, Chief Financial Officer

 

 

3

 

Exhibit 3.6

 

BARBARA K. CEGAVSKE      
Secretary of State      
202 North Carson Street      
Carson City, Nevada 89701-4201   Filed in the office of Document Number
(775) 684-5708   /s/ Barbara K. Cegavske  20160232620-64
Website: www.nvsos.gov   Barbara K. Cegavske  Filing Date and Time
      Secretary of State 05/24/2016 8:00 AM
    State of Nevada Entity Number
Certificate of Change Pursuant     C24461-2001
to NRS 78.209      
       

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR  OFFICE USE ONLY

 

Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporation

 

1. Name of corporation:
CHINA RECYCLING ENERGY CORPORATION

 

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

 

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
200,000,000 shares of common stock, par value $0.001 per share

 

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
20,000,000 shares of common stock, par value $0.001 per share

  

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
approximately 8,308,654 with rounding-up fractional shares.

 

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
The company shall, in lieu of issuing any such fractional share, round it up to the nearest whole number of shares. The percentage of outstanding shares affected thereby will be less than 0.001%.

 

7. Effective date and time of filing: (optional)     Date: May 25, 2016   Time:  

(must not be later than 90 days after the certificate is filed)

 

 8. Signature: (required)      
     
  Chief Financial Officer
Signature of Officer   Title

  

IMPORTANT : Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Split
  Revised: 1-5-15