UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
China Recycling Energy Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
168913200
(CUSIP Number)
February 14, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13G | Page 2 of 7 |
EXPLANATORY NOTE
This Schedule 13G is being filed to disclose that the Reporting Persons identified hererin beneficially owned more than 5 percent of the Common Stock of the Issuer as of the date listed on the Cover Page. The Reporting Persons did not timely file a Schedule 13G to disclose such beneficial ownership, and have subsequently ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.
| SCHEDULE 13G | Page 3 of 7 |
CUSIP No. 168913309
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Guichang Tian | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BE EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
64,737 | |
| 6. |
SHARED VOTING POWER
-- | ||
| 7. |
SOLE DISPOSITIVE POWER
64,737 | ||
| 8. |
SHARED DISPOSITIVE POWER
-- | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
64,737 | ||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%(1) | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
| (1) The percentage is calculated based upon total outstanding shares of 2,182,642, as of April 13, 2020, as set forth in the Issuer’s Current Report on Form 8-K, filed on April 17, 2020. | |||
| SCHEDULE 13G | Page 4 of 7 |
CUSIP No. 168913309
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY:
Roundtree Lab LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨ | ||
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Wyoming | ||
NUMBER OF SHARES BENEFICIALLY OWNED BE EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
-- | |
| 6. |
SHARED VOTING POWER
-- | ||
| 7. |
SOLE DISPOSITIVE POWER
-- | ||
| 8. |
SHARED DISPOSITIVE POWER
-- | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
64,737 | ||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%(1) | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
| (1) The percentage is calculated based upon total outstanding shares of 2,182,642, as of April 13, 2020, as set forth in the Issuer’s Current Report on Form 8-K, filed on April 17, 2020. | |||
| SCHEDULE 13G | Page 5 of 7 |
| Item 1. (a) | Name of Issuer: |
China Recycling Energy Corporation
| Item 1. (b) | Address of Issuer's Principal Executive Offices: |
4/F, Tower C
Rong Cheng Yun Gu Building
Keji 3rd Road, Yanta District
Xi’an City, Shaanxi Province
China 710075
| Item 2. (a) | Name of Person Filing: |
Guichang Tian
Roundtree Lab LLC
| Item 2. (b) | Address of Principal Business Office or, if none, Residence: |
Guichang Tian
21098 White Fur Court
Cupertino, CA 96104
Roundtree Lab LLC
30 N Gould Street, Ste R
Sheridan, WY 82801
| Item 2. (c) | Citizenship: |
Guichang Tian
United States of America
Roundtree Lab LLC
Wyoming
| Item 2. (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share
| Item 2. (e) | CUSIP Number: |
168913309
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| SCHEDULE 13G | Page 6 of 7 |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reporting Person |
Amount Beneficially Owned |
Percent of Class* |
Sole Power to Vote or to Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole Power to Dispose or to Direct the Disposition of |
Shared Power to Dispose or to Direct the Disposition of | ||||||||||||||||||
| Guichang Tian | 64,737 | 3.0 | % | 64,737 | - | 64,737 | - | |||||||||||||||||
| Roundtree Lab LLC | - | 0.0 | % | - | - | - | - | |||||||||||||||||
| 64,737 | 3.0 | % | 64,737 | 64,737 | ||||||||||||||||||||
* The percentage is calculated based upon total outstanding shares of 2,182,642, as of April 13, 2020, as set forth in the Issuer’s Current Report on Form 8-K, filed on April 17, 2020.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
As disclosed in the Explanatory Note, Mr. Guichang Tian and Roundtree Lab LLC, collectively owned more than five percent of the Common Stock in the aggregate as of the date listed on the Cover Page of this Schedule 13G. Mr. Guichang Tian has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock represented by this Schedule 13G that may be deemed to be beneficially owned by Roundtree Lab LLC.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| SCHEDULE 13G | Page 7 of 7 |
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 8, 2020
| By: | /s/ Guichang Tian | ||
| Name: | Guichang Tian | ||
| ROUNDTREE LAB, LLC | |||
| By: | /s/ Guichang Tian | ||
| Name : | Guichang Tian, sole member | ||