Item
1.
Security and Issuer
This
Statement on Schedule 13D (this "Statement") relates to common stock, $0.001
par
value per share (the "Common Stock"), of China Recycling Energy Corporation,
a
Nevada corporation ("Issuer"). The principal executive offices of the Issuer
are
located at 429 Guangdong Road, Shanghai 200001, People's Republic of
China.
The
aggregate
number of shares beneficially owned by the Reporting Person identified
in this
filing is 18,706,943 Shares or 51.4% of the common stock, based on 36,425,094
shares outstanding of the Issuer's common stock as of May 16, 2008. The
outstanding share information was provided by the Issuer.
Item
2.
Identity and Background
This
Statement is filed by Hanqiao Zheng, a citizen of People's Republic of
China
("Reporting Person"). The principal address of the Reporting Person is
No. 53,
Middle Suite, Donghao Village, Wenyi Road, Beilin District, Xi'an, Shaanxi
Province, Postal Code: 710600, People's Republic of China. Mr. Zheng is
the
President and Chairman of the Board of the Issuer.
During
the
past five years, the Reporting Person: (i) has not been convicted in a
criminal
proceeding; and (ii) was not a party to a civil proceeding of a judicial
or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or
state securities laws or finding any violation with respect to such
laws.
Item
3.
Source and Amount of Funds or Other Consideration
The
funds
were derived from the Reporting Person's personal funds.
Item
4.
Purpose of Transaction
On
November
14, 2007, the Issuer entered into an Assets Transfer and Share Issuance
Agreement ("Agreement A") with the Reporting Person, who is the President,
Chairman of the Board and a major shareholder of the Issuer, and Shanghai
TCH
Energy Technology Co. Ltd ("TCH"), the wholly owned subsidiary of the Issuer.
Under Agreement A, the Reporting Person assigned and transferred to the
Issuer
two TRT systems ("Invested Assets") owned by him as capital investment.
The
total value of the Invested Assets was $9,677,420. In exchange for the
Invested
Assets, the Reporting Person received 7,867,821 shares of common stock
of the
Issuer, at the price of $1.23 per share.
Also
on
November 14, 2007, the Issuer entered into a Share Purchase Agreement
("Agreement B") with the Reporting Person. Under Agreement B, the Reporting
Person made a cash investment of $4,032,258 to the Issuer and, in exchange
for
the cash investment, the Reporting Person received 3,278,259 shares of
common
stock of the Issuer, at the price of $1.23 per share.
As
the result
of Agreement A and Agreement B, the Reporting Person acquired in total
11,146,080 shares of common stock of the Issuer, at a price of $1.23 per
share.
The Issuer received a total investment of $13,709,678 in the form of two
TRT
systems and a cash investment from the Reporting Person. The purpose of
the
transactions under Agreement A and Agreement B was investment.
On
March 7,
2008, the Reporting Person transferred 600,000 shares of common stock of
the
Issuer, without consideration, as a gift.
The
Reporting
Person may in the future determine to: (i) acquire additional securities
of the
Issuer through open market purchases, private agreements or otherwise,
(ii)
dispose of all or a portion of the securities of the Issuer owned by it,
or
(iii) consider plans or proposals which would relate to or result in: (a)
the
acquisition by any person of additional securities of the Issuer; (b) an
extraordinary corporate transaction such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) the sale
or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the board of directors or management of
the
Issuer, including any plans or proposals to change the number or terms
of
directors or to fill any existing vacancies of the board of directors of
the
Issuer; (e) any material change in the present capitalization or dividend
policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, bylaws or instruments;
(h) any other action whether or not similar to those enumerated above.
The
Reporting Person reserves the right to take actions to influence the management
of the Issuer should it deem such actions appropriate.
Item
5.
Interest in Securities of the Issuer
The
Reporting
Person owns 18,706,943 shares of common stock of the Issuer representing
51.4%
of the outstanding common stock. The Reporting Person has sole voting and
dispositive power over the subject securities.
Item
6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item
7.
Material to Be Filed as Exhibits
None.
After
reasonable inquiry, and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
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Date:
June 23, 2008. |
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By: |
/s/ Hanqiao
Zheng |
Name
of
Reporting Person:
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Hanqiao
Zheng |
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