Securities Registration Statement (simplified Form) (s-3/a)
December 14 2016 - 6:08AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 14, 2016
Registration
No. 333-214834
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3/A
(Amendment
No. 1)
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China
Recycling Energy Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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|
90-0093373
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(State
or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification Number)
|
12/F,
Tower A
Chang
An International Building
No.
88 Nan Guan Zheng Jie
Xi’an
City, Shaanxi Province
China
710068
+
86-29-8769-1097
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Guohua
Ku, Chief Executive Officer
12/F,
Tower A
Chang
An International Building
No.
88 Nan Guan Zheng Jie
Xi
An City, Shaanxi Province
China
+
86-29-8769-1097
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Jeffrey
Li
Peter
B. Cancelmo
Chelsea
Anderson
Garvey
Schubert Barer
Flour
Mill Building
1000 Potomac Street NW, Suite 200
Washington, D.C. 20007-3501
(202)
965-7880
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large
accelerated filer ☐
|
Accelerated
filer ☐
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Non-accelerated
filer ☐
(Do
not check if a smaller reporting
company)
|
Smaller
reporting company ☒
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CALCULATION
OF REGISTRATION FEE
Title of Securities To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount Of
Registration Fee
(2)
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Common Stock, $0.001 par value per share
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2,286,981
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$
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1.68
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$
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3,842,128.08
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$
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445.30
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TOTAL
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2,286,981
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$
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1.68
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$
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3,842,128.08
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$
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445.30
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(3)
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(1)
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In
accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement also shall register and be deemed to cover any additional shares of Common Stock of the Registrant which may be
offered or become issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
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(2)
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Estimated
solely for the purpose of calculation of the registration fee pursuant to Rule 457(c) under the Securities Act based on a
per share price of $1.68, the average of the high and low reported sales prices of the Registrant's Common Stock on the NASDAQ
Capital Market on November 28, 2016.
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(3)
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Previously
paid.
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The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-3, initially filed on November 30, 2016 (the “Previous Registration
Statement”), is being filed solely to re-file Exhibit 5.1 to the Previous Registration Statement as set forth below in Item
16 of Part II. No changes have been made to Part I or Items 14, 15 or 17 of the Previous Registration Statement. Accordingly,
they have been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16.
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Exhibits
and Financial Schedule
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See
the Exhibit Index attached to this Registration Statement and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Xi’an China, on December 14, 2016.
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CHINA
RECYCLING ENERGY CORPORATION
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By:
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/s/
Guohua Ku
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Guohua
Ku
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Chairman
of the Board of Directors
and
Chief Executive Officer
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(Principal
Executive Officer)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Guohua Ku
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Chairman
of the Board of Directors
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Guohua
Ku
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and
Chief Executive Officer (Principal Executive Officer)
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December
14, 2016
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/s/
Binfeng (Adeline) Gu
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Chief
Financial Officer
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Binfeng
(Adeline) Gu
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(Principal
Financial Officer), Principal Accounting Officer and Secretary
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December
14, 2016
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*
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Director
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Yulong
Ding
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December
14, 2016
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*
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Director,
Vice President
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Geyun
Wang
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December
14, 2016
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*
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Director
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Cangsang
Huang
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December
14, 2016
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*
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Director
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LuLu
Sun
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December
14, 2016
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*By
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/s/
Binfeng (Adeline) Gu
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Binfeng (Adeline) Gu
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as attorney-in-fact
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EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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Articles
of Incorporation (filed as Exhibit 3.05 to the Company’s Form 10-KSB for the fiscal year ended December 31, 2001).
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3.2
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Fourth
Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 25, 2009).
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3.3
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Certificate
of Change (filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K dated May 31, 2016).
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4.1
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Common
Stock Specimen (filed as Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 dated November 12, 2004; 1934
Act File No. 333-120431).
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5.1
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Opinion
of Garvey Schubert Barer.**
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10.1
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Asset
Transfer Agreement, dated June 28, 2014, by and between Xi’an TCH Energy Technology Co., Ltd. and Qitaihe City Boli
Yida Coal Selection Co., Ltd. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 3, 2014.
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10.2
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Share
Purchase Agreement, dated August 27, 2014, by and between the Company and Mr. Guohua Ku (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed August 27, 2014).
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23.1
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Consent
of Independent Registered Public Accounting Firm (previously filed as Exhibit 23.1 to the Registration Statement on Form S-3,
filed November 30, 2016 (Registration No. 333-214834)).
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23.2
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Consent
of Garvey Schubert Barer (included in legal opinion filed as Exhibit 5.1).**
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24.1
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Powers
of Attorney (incorporated by reference to the Registration Statement on Form S-3 filed November 30, 2016 (Registration No.
333-214834)).
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**
Filed herewith
3
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