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):
March 29, 2019
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.) |
4/F, Tower C
Rong Cheng Yun Gu Building
Keji 3 rd Road, Yanta District
Xi’an City, Shaanxi Province
China
710075
(Address of principal executive offices, including zip code)
(86-29)
8765-1097
(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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 29, 2019, Shanghai TCH Energy Technology Co., Ltd (“Shanghai TCH”), a wholly owned subsidiary of China Recycling Energy Corporation (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) of Equity Purchase Agreement and Supplementary Amendment Agreement with Mr. Jihua Wang. Shanghai TCH originally entered into an Equity Purchase Agreement dated on September 30, 2018 and Supplementary Amendment Agreement of Equity Purchase Agreement dated on November 21, 2018 with Mr. Wang (the “Original Agreements”) to purchase an 18% equity interest in Xi’an Xinhuan Energy Co., Ltd. from Mr. Wang, as disclosed in the Form 8-Ks filed on October 2, 2018 and November 26, 2018.
Pursuant to the Termination Agreement, the parties agree to cancel and terminate the Original Agreement upon the effective date of the Termination Agreement. Parties agree not to pursue any breach of contract liability against each other under Original Agreements.
The description contained herein of the terms of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
See Item 1.01 above, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
|
Exhibits Number |
Description | |
| 10.1 | Termination of Equity Purchase Agreement and Supplementary Amendment Agreement by and between Shanghai TCH and Mr. Jihua Wang, dated March 29, 2019 |
1
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: April 2, 2019 | /s/ Guohua Ku |
|
Guohua Ku,
Chairman & Chief Executive Officer |
2
Exhibit 10.1
Shanghai TCH Energy Technology Co., Ltd. and Mr. Jihua Wang
Termination of Equity Purchase Agreement and
Supplementary Amendment Agreement
Party A: Shanghai TCH Energy Technology Co., Ltd. (“Party A”)
Legal Representative: Geyun Wang
Address: No. 88 Century Avenue, Pudong New District, Shanghai
Party B: Jihua Wang
Address: Yanta District, Xi’an
This Termination Agreement is signed on March 29, 2019 in Xi’an by two parties above.
All terms in this termination agreement, unless otherwise specified, are defined in the same way as those in the Equity Purchase Agreement dated on September 30, 2018 and Supplementary Amendment Agreement of Equity Purchase Agreement dated on November 21, 2018 signed by the two parties. (hereinafter referred to as the “Original Equity Purchase Agreements”)
Whereas, Party A and Party B have not made any substantive progress in the implementation of the Original Equity Purchase Agreements since the signing of the Original Equity Purchase Agreements. In accordance with the actual situation and on the basis of equal consultation and mutual understanding, Party A and Party B have reached the following agreement:
1, Party A and Party B agree to terminate the Equity Purchase Agreement signed on December 30, 2018 and Supplementary Amendment Agreement of Equity Purchase Agreement signed on November 21, 2018 by the two parties. The Original Equity Purchase Agreements shall be terminated upon the execution of this termination agreement. From the date of termination of the Original Equity Purchase Agreements, the rights and obligations of Party A and Party B under the Original Equity Purchase Agreements shall be cancelled and terminated and shall not have any legal effect. Party A and Party B agree not to pursue any liability of the breach of the Original Equity Purchase Agreements by the other party in any form.
2, Party A and Party B agree to assume their own costs, expenditures and losses in any form during the negotiation, conclusion, execution and implementation of the Original Equity Purchase Agreements.
3, This termination agreement shall become effective after being signed and sealed by both parties. The applicable law and dispute resolution of this agreement shall be subject to Equity Purchase Agreement.
4, Any matter that is not covered herein shall be settled by both parties through negotiation.
5, This agreement is made in quadruplicate and each party holds two copies with same legal effect.
Party A: Shanghai TCH Energy Technology Co., Ltd.
Legal Representative/Authorized Representative:
Party B: Jihua Wang
Authorized Representative: