SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2020
CHINA RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in charter)
(State or other jurisdiction
4/F, Tower C
Rong Cheng Yun Gu Building
Keji 3rd Road, Yanta District
Xi’an City, Shaanix Providence, China
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (86-29) 8765-1097
|(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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001 per share||CREG||Nasdaq Stock Market|
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. ☐
Section 5. Corporate Governance and Management
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
The Current Report on Form 8-K dated March 5, 2020 filed with the Securities and Exchange Commission on March 11, 2020 (the “Report”) described the appointment of Zhongli Liu to the Board of Directors of the Company. Included in the information provided was a description of Mr. Liu’s Director Agreement pursuant to which the Company will compensate Mr. Liu for his services. The Report erroneously described such compensation as 50,000 RMB per month quarter. Section 2.2 of the Director Agreement, which is attached to the Report as Exhibit 10.29, provides that Mr. Liu will be paid a fee of RMB 50,000 a year in cash for Director Services, service as Chairman of the Audit Committee and member of the Nominating and Corporate Governance Committee. The fee shall be payable to the Director at the end of each quarter in equal installments, commencing March 6, 2020.
On March 4, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934, the Securities and Exchange Commission issued Release No. 34-88318 (the “Order”) granting exemptions to registrants subject to the reporting requirements of the Exchange Act Section 13(a) or 15(d) due to circumstances related to the coronavirus disease 2019 (COVID-19).
The Company is furnishing this Current Report on Form 8-K to indicate its reliance on the Order in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Company’s headquarters and operations are located in the City of Xi’an, Shaan Xi Province, China. Due to the ongoing outbreak of the COVID-19, which was first reported in December 2019 in Wuhan, China, the Chinese government initiated travel restrictions and mandatory quarantines to control the spread of COVID-19 within China. These actions taken by the Chinese government have prevented the Company's accounting department from completing the financial data and related materials necessary for the 2019 audit to be completed in a timely manner. As a result, the Company will be unable to file the Form 10-K by March 30, 2020.
The Company expects to file its Annual Report on Form 10-K within 45 days after March 30, 2020.
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 thereunto duly authorized.
CHINA RECYCLING ENERGY CORPORATION
|Date: March 30, 2020||By:||/s/ Guohua Ku|
Chairman and Chief Executive Officer