Attached files
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| EX-99.1 - CHINA RECYCLING ENERGY CORP | v172140_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
January 25,
2010
CHINA
RECYCLING ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-12536
|
90-0093373
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
Suite
909, Tower B
Chang An
International Building
No. 88
Nan Guan Zheng Jie
Xi An
City, Shan Xi Province
China
710068
(Address
of principal executive offices, including zip code)
(86-29)
8769-1097
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 Instruction A.2. below):
£
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))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
January 25, 2010, China Recycling Energy Corporation (the “Company”) issued a
press release, attached hereto as Exhibit 99.1, announcing the Board of
Directors (the “Board”) of the Company approved the increase in the size of the
Board from six members to seven members on January 20, 2010. At the same time,
the Board appointed Mr. Robert Chanson as the new member of the Board to fill
the vacancy on the Board until his successor has been duly elected and
qualified.
Mr.
Chanson was also appointed by the Board as a member of its Compensation
Committee and Corporate Governance and Nominating Committee. In
connection with the appointment of Mr. Chanson to the Compensation Committee,
Mr. Timothy Driscoll resigned his position as a member of the Compensation
Committee and was appointed as a member of the Audit Committee.
Mr. Chanson has served as the Chairman
of Calventis SA, Switzerland since 2009 and the Chairman of Samba Minerals Ltd,
Australia since 2008. Mr. Chanson previously served as the Chairman
and chief executive officer of AmbioCare Holding from 2001 to 2007, a director
of Plant Health Care plc in the U.K. from 2004 through 2008, a director of Plant
Health Care, Inc. in the U.S. from 1995 through 2004, and a director of EHC
Viridian Ltd. in the U.K. from 1999 to 2001. Mr. Chanson received
both his Doctorate and Master in Law degrees from the University of Zurich and
his Bachelor Degree in Natural Sciences (Physics & Chemistry) with Latin
from Kantons- schule Zurich' in Zurich, Switzerland.
Based on
its investigation, the Board determined that Mr. Chanson is “independent” under
the independence requirements of The NASDAQ Stock Market LLC and Rule 10A-3
under the Securities Exchange Act of 1934, and he does not have a relationship
that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director.
Based on
its review, the Board also determined that Mr. Robert Chanson qualifies as a
“Non-Employee Director” as defined by Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and an “outside director” under Section 162(m) of the
Internal Revenue Code and related regulations.
In
connection with the appointment, the Company entered into a director agreement
with Mr. Chanson. In the agreement, Mr. Chanson will receive
compensation in the amount of $2,000 per month and an option to purchase 40,000
shares of the Company’s Common Stock, par value $0.001, at an exercise price
equal to the closing price per share of the Company's Common Stock on January
20, 2010.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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The
following exhibit is filed with this
report.
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Exhibit
Number
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Description
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99.1
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Press
Release dated January 25,
2010.
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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
Recycling Energy Corporation
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Date:
January 25, 2010
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/s/ Xinyu Peng
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Xinyu
Peng, Chief Financial Officer
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