- Current report filing (8-K)
March 23 2012 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 20, 2012
China Energy Recovery, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-53283
(Commission
File Number)
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33-0843696
(IRS Employer
Identification No.)
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Building#26, No. 1388 Zhangdong Road
Zhangjiang Hi-tech Park
Shanghai, China
(Address of principal executive offices)
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201203
(Zip Code)
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Registrant’s telephone number, including
area code
(86) 021 2028-1866
(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 Instructions
A.2. below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 – Entry into a Material Definitive Agreement
On March 20, 2012, CER Energy Recovery
(Yangzhou) Co., Ltd. (“CER Yangzhou”) entered into a guaranty contract with and Kailin Energy Zhenjiang, Ltd. (“Zhenjiang
Kailin”) and China Guangdong Nuclear Energy Service Co., Ltd (“CGN Energy”) for an 800 kt sulfuric acid waste
heat power generation project.
CER and Zhenjiang Kailin agreed to engage
CGN Energy to provide financing for a portion of the Zhenjiang Kailin project contract price. On March 20, 2012, CER Energy Recovery
Shanghai Co., Ltd. (“CER Shanghai”) signed a contract to sell certain equipment integral to the Zhenjiang Kailin sulfuric
acid waste heat power generation project to CGN Energy at a price of RMB30 million (approximately $4.8 million). As the financing
party, CGN Energy resold the equipment to Zhenjiang Kailin via a structured payment arrangement covering a 24 month period.
CER Yangzhou entered into a guaranty contract
with CGN Energy for the equipment sold, which provided CGN Energy with an unconditional and irrevocable guarantee with joint responsibility
to ensure that Zhenjiang Kailin will fulfill the duties and responsibilities to pay CGN Energy on time. If there is any default
by Zhenjiang Kailin, the first in guarantee order is Zhenjiang Kailin’s pledge for payment of its structured note with CGN
Energy. The second in guarantee order is Jiangsu SOPO (Group) Co., Ltd., a third party customer of CER and related party of Zhenjiang
Kailin. The last in guarantee order is CER Yangzhou.
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.
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China Energy Recovery, Inc.
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Date: March 23, 2012
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By:
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/s/ Qinghuan Wu
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Qinghuan Wu
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Chief Executive Officer
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China Energy Recovery (CE) (USOTC:CGYV)
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