UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2018

Commission
file number: 000-12536

China
Recycling Energy Corporation

(Exact
name of registrant as specified in its charter)

Nevada

(State
or other jurisdiction of incorporation or organization)

90-0093373

(I.R.S.
Employer Identification No.)

|4/F,
    Tower CRong Cheng Yun Gu BuildingKeji 3rd Road, Yanta District |  |           
|----------------------------------------------------------------------- |  | ----------
|Xi An City, Shaan
    Xi Province                                       |  |           
|China                                                                   |  | 710075    
|(Address of principal
    executive offices)                            |  | (Zip Code)



Registrant’s
telephone number, including area code: (011) 86-29-8765-1098

Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class            |  | Name
    of each Exchange on which registered
|---------------------------------- |  | ---------------------------------------------
|Common Stock, $0.001
    par value |  | NASDAQ Capital Market                        



Securities
registered pursuant to Section 12(g) of the Act:

NONE

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   
No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒    No ☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|Large accelerated filer | ☐                       | Accelerated filer         | ☐
|----------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer   | ☐                       | Smaller reporting company | ☒
|                        | Emerging growth company | ☐                        



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

The
aggregate market value of the common stock issued and outstanding and held by non-affiliates of the registrant, based upon the
closing sales price for the common stock on the NASDAQ Capital Market on June 29, 2018, the last business day of the registrant’s
most recently completed second fiscal quarter, was $8,708,154, which is less than $250,000,000.

As
of April 24, 2019, the registrant had 16,106,498 shares of Common Stock outstanding.
















CHINA
RECYCLING ENERGY CORPORATION



FORM
10-K



TABLE
OF CONTENTS



|                 |                                                                                                | Page
|---------------- | ---------------------------------------------------------------------------------------------- | ----
|EXPLANATORY NOTE | ii                                                                                            
|                 |                                                                                                |     
|PART III         |                                                                                                | 1   
|                 |                                                                                                |     
|Item 10.         | Directors, Executive Officers and Corporate Governance                                         | 1   
|Item 11.         | Executive Compensation                                                                         | 5   
|Item 12.         | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 7   
|Item 13.         | Certain Relationships and Related Transactions, Director Independence                          | 8   
|Item 14.         | Principal Accountant Fees and Services                                                         | 8   
|                 |                                                                                                |     
|PART IV          |                                                                                                | 10  
|                 |                                                                                                |     
|Item 15.         | Exhibits, Financial Statement Schedules                                                        | 10  



i







EXPLANATORY
NOTE



This
Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December
31, 2018, originally filed on April 16, 2019 (the “Original Filing”), by China Recycling Energy Corporation, a Nevada
corporation (the “Company”, “we” or “us”). We are filing this Amendment to present the information
required by Part III of the Original Filing as we will not file our definitive proxy statement within 120 days of the end of our
fiscal year ended December 31, 2018.



Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date
of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date
subsequent to the filing of the Original Filing K other than as expressly indicated in this Amendment.



Unless
the context otherwise requires, when we use the terms “we,” “us,” “our” and “the Company,”
we mean China Recycling Energy Corporation, a Nevada corporation, and its wholly-owned subsidiaries, Shanghai Yinghua Financial
Leasing Co., Ltd. (“Yinghua”) and Sifang Holdings Co., Ltd. (“Sifang”), and Sifang’s wholly-owned
subsidiaries, Huahong New Energy Technology Co., Ltd. (“Huahong”) and Shanghai TCH, Shanghai TCH’s wholly-owned
subsidiaries, Xi’an TCH Energy Technology Company, Ltd. (“Xi’an TCH”), Xi’an TCH’s wholly-owned
subsidiary Erdos TCH Energy Saving Development Co., Ltd. (“Erdos TCH”) and Zhongxun Energy Investment (Beijing) Co.,
Ltd (“Zhongxun”) and Xi’an TCH’s 90% and Shanghai TCH’s 10% owned subsidiary Xi’an Zhonghong
New Energy Technology Co., Ltd.



ii







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Executive
Officers and Directors



The
following table sets forth certain information regarding our executive officers and director nominees as of April 24, 2019:



|Name                     |  | Age |  | Position                                                       
|------------------------ |  | --- |  | ---------------------------------------------------------------
|Guohua Ku                |  | 57  |  | Chief Executive
    Officer, Director and Chairman of the Board
|Binfeng (Adeline)
    Gu |  | 41  |  | Chief Financial
    Officer and Secretary                      
|Xiaoping Guo(1)          |  | 66  |  | Director (Independent)                                         
|Geyun Wang               |  | 50  |  | Director, Vice President                                       
|Xiaogang Zhu(1)(2)       |  | 64  |  | Director (Independent)                                         
|LuLu Sun(1)              |  | 40  |  | Director (Independent)                                         



| | (1) | Member
or nominee, as applicable, of Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
| | --- | -------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr.
Xiaogang Zhu is a former employee of the Company. Our Board has determined that, as of the date of the 2019 Annual Meeting, Mr.
Zhu will be “independent” under the independence requirements of Rule 10A-3 promulgated under the Securities Exchange
Act of 1934 and as defined by NASDAQ Rule 5605(a)(2).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mr.
Guohua Kuwas appointed as a director and our Chief Executive Officer as of December 10, 2008. He was elected Chairman
of the Board as of April 1, 2009. Prior to joining the Company, Mr. Ku served as a Senior Engineer for Yingfeng Technology
from 2003 to 2007. From 1979 to 2003, Mr. Ku served in multiple capacities for Shaanxi Blast Air Blower (Group) Co., Ltd.,
with his last position serving as a Senior Engineer. Mr. Ku’s experience as our Chief Executive Officer, as well as
Chairman of the Board, and extensive scientific and operational knowledge and expertise qualifies him to serve as Chairman of
the Board and led the Board to conclude that he should be nominated to serve another term as a director.



Ms.
Adeline Gu was appointed as the Company’s Chief Financial Officer and Secretary on September 28, 2016. Ms. Gu has
been serving as the director of the office of Board of Directors of the Company from August, 2012 to September 27, 2016. She was
the Investor Relations Director from December 2007 to August 13, 2012 and Investor Relations Director Assistant from March 2006
to December 2007 of China Natural Gas, Inc. From October 2005 to March 2006, Ms. Gu was the Interpreter of Xi’an Equity
Exchange & Shaanxi Watson Biology Gene Technology Co., Ltd. Ms. Gu studied at Northwest University of China from September,
1995 to June, 1999 and received her bachelor degree, majoring in English. Ms. Gu has held a Chinese Accounting Certificate since
2000.



Mr.
Xiaoping Guo was first appointed as a director on June 1, 2017 by the board to fill a pending vacancy. Mr. Guo has
served as the assistant to the president of Datang New Energy Co., Ltd., since 2010. Mr. Guo received his bachelor degree from
the Xi’an Jiaotong University in 1977, and his master’s degree in systems engineering from the same school in 2000.
Mr. Guo’s extensive project engineering and development experience, as well as his management experience, qualifies
him to serve on our Board and led the Board to conclude that he should be nominated as a director.



Mr.
Geyun Wangwas initially elected as a director at the 2014 Annual Meeting, and he also serves as a Vice President
of the Company. Mr. Wang is responsible for the procurement of engineering equipment and tendering for project construction,
as well as supervision of installation and commissioning for EPC projects. Mr. Wang was the Deputy General Manager of our
subsidiary Xi'an TCH Energy Technology Co., Ltd. between 2007 and 2015 and he was appointed as a Vice President of the Company
in 2015. Prior to this position, from 2001 to 2007, Mr. Wang served as the Vice President of Sales of Shaanxi Baoji Hongguang
Iron & Steel Co., Ltd., where he was responsible for sales of steel products. Mr. Wang received his bachelor degree from
Northwestern Polytechnical University in 1988. Mr. Wang’s extensive project construction and management experience, as
well as his extensive industry and market expertise, qualifies him to serve on our Board and led the Board to conclude that
he should be nominated as a director.



Mr.
Xiaogang Zhu was first appointed as a director on June 1, 2017 by the board to fill a pending vacancy. Mr. Zhu has served
as a financial consultant to Shaanxi Coal Chemical Engineering New Energy Co., Ltd., since May 2014. From December 2007 until
May 10, 2014, Mr. Zhu served as the Company’s accounting manager and vice president of accounting. Prior to that, Mr. Zhu
was the Chief Financial Officer of China Natural Gas, Inc., from 2005 to 2007, and as the vice president of Xi’an Dapeng
Biological Technology Co., Ltd. from 2000 to 2005. Mr. Zhu received his bachelor degree in accounting from Shaanxi University
of Finance and Economics in 1992. Mr. Zhu’s significant financial expertise qualifies him to serve on our Board and led
the Board to conclude that he should be nominated as a director.



Ms.
LuLu Sunwas first appointed as a director on August 5, 2015 by the board to fill a pending vacancy. Ms. Sun
serves as Marketing Director for Net Engine Power Tech. Ltd. Co. in China from June 2013 to present and she was the New Media
Business Development Director for Rayli Magazine in China from June 2009 to May 2013. From July 2002 to May 2009, Ms. Sun
was the Business Development Project Manager for Sina Mobile in China. Ms. Sun's extensive experience in marketing and business
development in China qualifies her to serve on our Board and led the Board to conclude that she should be nominated as a director.



1







CORPORATE
GOVERNANCE



Leadership
Structure and Role in Risk Oversight



The
Company’s current board leadership structure separates the board chair and principal executive officer roles into two positions.
Mr. Ku has served as both Chairman of the Board and CEO of the Company since April 1, 2009. Our Board continues to believe
there are important advantages to Mr. Ku serving in both roles at this time. Mr. Ku is the director most familiar with
our business and industry and is best situated to propose Board agendas and lead Board discussions on important matters. Mr. Ku
provides a strong link between management and the Board, which promotes clear communication and enhances strategic planning and
implementation of corporate strategies. Another advantage is the clarity of leadership provided by one person representing us
to employees, stockholders and other stakeholders. The Board has not named a lead independent director.



Our
Board is responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day
risk management processes. In the Board’s opinion, this division of responsibilities is the most effective approach for
addressing the risks facing the Company. The Board receives periodic reports from management regarding the most significant risks
facing the Company. In addition, the Audit Committee assists the Board in its oversight of our risk assessment and risk management
policies. Our Audit Committee is empowered to appoint and oversee our independent registered public accounting firm, monitor the
integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our
independent auditors, management, our internal auditing department and our Board.



Diversity



The
Board does not have a formal policy with respect to Board nominee diversity. In recommending proposed nominees to the full Board,
the Corporate Governance and Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent
and experience to achieve our business objectives in the current environment. In particular, the Corporate Governance and Nominating
Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity
of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics
pursued by us.



Director
Independence



Xiaoping
Guo, LuLu Sun and Xiaogang Zhu are our only non-employee directors, and our Board has determined that each of them is independent
pursuant to the listing rules of NASDAQ. All of the members of each of the Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee are independent as defined in NASDAQ Rule 5605(a)(2). As required under applicable NASDAQ
listing standards, in the 2017 fiscal year, our independent directors met twice in regularly scheduled executive sessions
at which only our independent directors were present.



Mr.
Xiaogang Zhu, a nominee for director, is a former employee of the Company. Our Board has determined that, as of the date of the
2019 Annual Meeting, Mr. Zhu will be “independent” under the independence requirements of Rule 10A-3 promulgated under
the Securities Exchange Act of 1934 and as defined by NASDAQ Rule 5605(a)(2).



Board
Meetings and Committee Meeting; Annual Meeting Attendance



During
the year ended December 31, 2018, the Board held 2 meetings and acted through unanimous consent on 8 different occasions. In addition,
the Audit Committee held 4 meetings; the Corporate Governance and Nominating Committee held 1 meeting; and the Compensation Committee
held 1 meeting. During the year ended December 31, 2018, each of the directors attended, in person or by telephone, more than
75% of the meetings of the Board and the committees on which he or she served. We encourage our Board members to attend our Annual
Meetings, but we do not have a formal policy requiring attendance. Some of our then-sitting Board members attended the 2018 Annual
Meeting.



2







Corporate
Governance and Nominating Committee



The
Corporate Governance and Nominating Committee currently consists of Xiaoping Guo, Xiaogang Zhu and LuLu Sun. Ms. LuLu Sun
is the chairman of our Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee oversees
all aspects of the Company’s corporate governance functions on behalf of the Board, including identifying individuals qualified
to become directors, recommending to the Board the selection of director nominees for each meeting of the stockholders at which
directors are elected and overseeing the monitoring and evaluation of the Company’s corporate governance practices. The
Corporate Governance and Nominating Committee reviewed the performance of all of the current members of the Board and determined
and recommended to the Board that all of the current directors should be nominated for re-election. No other candidates were recommended
or evaluated. The Corporate Governance and Nominating Committee operates under a written charter, which is available on our website
at www.creg-cn.com under the links “Investor Relations – Corporate Governance.”



Selection
of Board Nominees



Our
Corporate Governance and Nominating Committee is responsible for identifying, selecting and evaluating Board candidates. From
a general perspective, candidates are reviewed in the context of the existing Board members, our operating requirements and the
long-term interests of our stockholders. In selecting candidates for appointment or re-election to the Board, the Corporate Governance
and Nominating Committee of the Board considers the following criteria: (i) personal and professional ethics and integrity,
including a reputation for integrity and honesty in the business community; (ii) experience as an executive officer of companies
or as a senior leader of complex organizations, including scientific, government, financial or technological organizations; (iii) financial
knowledge, including an understanding of finance, accounting, the financial reporting process, and company measures for operating
and strategic performance; (iv) ability to critically and independently evaluate business issues, contributing diverse perspectives
or viewpoints, and making practical and mature judgments; (v) a genuine interest in the Company, and the ability to spend
the time required to make substantial contributions as a director; and (vi) no conflict of interest or legal impediment that
would interfere with the duty of loyalty to the Company and its stockholders. In addition, the Corporate Governance and Nominating
Committee reviews the qualifications of the directors to be appointed to serve as members of the Audit Committee to ensure that
they meet the financial literacy and sophistication requirements under the NASDAQ rules and that at least one of them qualifies
as an “audit committee financial expert” under the rules of the SEC.



Audit
Committee



The
Audit Committee currently consists of Xiaoping Guo, Xiaogang Zhu and LuLu Sun, each of whom is independent under NASDAQ listing
standards. Xiaogang Zhu serves as chairman of our Audit Committee.



The
Board determined that Mr. Zhu qualifies as an “audit committee financial expert,” as defined by NASDAQ Rule 5605(a)(2)
and Item 407 of Regulation S-K. In reaching this determination, the Board made a qualitative assessment of Mr. Zhu’s
level of knowledge and experience based on a number of objective and subjective factors, including formal education, financial
and accounting acumen, and business experience. The Audit Committee is responsible for assisting the Board in fulfilling its oversight
responsibilities with respect to: (i) the financial reports and other financial information provided by us to the public
or any governmental body; (ii) our compliance with legal and regulatory requirements; (iii) our systems of internal
controls regarding finance, accounting and legal compliance that have been established by management and the Board; (iv) the
qualifications and independence of our independent registered public accounting firm; (v) the performance of our internal
audit function and the independent registered public accounting firm; and (vi) our auditing, accounting and financial reporting
processes generally. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.
In connection with its responsibilities, the Board has delegated to the Audit Committee the authority to select and hire our independent
registered public accounting firm and determine their fees and retention terms. The Audit Committee’s policy is to pre-approve
all audit and non-audit services by category, including audit-related services, tax services, and other permitted non-audit services.
In accordance with the policy, the Audit Committee regularly reviews and receives updates on specific services provided by our
independent registered public accounting firm. All services rendered by MJF and Associates, APC to the Company are permissible
under applicable laws and regulations. During fiscal year 2018, all services requiring pre-approval and performed by the
Company's accounting firm, MJF and Associates, APC, were approved in advance by the Audit Committee in accordance with the pre-approval
policy. The Audit Committee operates under a written charter, which is available on our website at www.creg-cn.com under the links
“Investor Relations – Corporate Governance.”



3







Compensation
Committee



The
Compensation Committee currently consists of Xiaoping Guo, Xiaogang Zhu and LuLu Sun. Mr. Guo is the chairman of our Compensation
Committee. The Compensation Committee’s purpose is (i) to oversee the Company’s efforts to attract, retain and
motivate members of the Company’s senior management team, (ii) to carry out the Board’s overall responsibility
relating to the determination of compensation for all executive officers, (iii) to oversee all other aspects of the Company’s
compensation policies, and (iv) to oversee the Company’s management resources, succession planning and management development
activities. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its duties.
During fiscal year 2018, the Compensation Committee did not engage the services of any independent advisors, experts or other
third parties. We believe that the functioning of our Compensation Committee complies with any applicable requirements of NASDAQ
and SEC rules and regulations. The Compensation Committee operates under a written charter, which is available on our website
at www.creg-cn.com under the links “Investor Relations – Corporate Governance.”



Compensation
Committee Interlocks and Insider Participation in Compensation Decisions



All
members of the Compensation Committee are independent directors. With the exception of Mr. Xiaogang Zhu, no current member of
our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries, and no director
or executive officer of the Company is a director or executive officer of any other corporation that has a director or executive
officer who is also a director of the Company.



Stockholder
Communication with the Board of Directors



Stockholders
may communicate with the Board by writing to the attention of Ms. Adeline Gu, our Chief Financial Officer, at 4/F, Tower C, Rong
Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China.



Code
of Ethics



We
have adopted a “code of ethics” as defined by regulations promulgated under the Securities Act of 1933, as amended,
and the Exchange Act that applies to all of our directors and employees worldwide, including our principal executive officer,
principal financial officer and principal accounting officer. A current copy of our Code of Business Conduct and Ethics is available
on our website at www.creg-cn.com under the links “Investor Relations – Corporate Governance.” We intend to
disclose any amendments to the Code of Business Conduct and Ethics, as well as any waivers for executive officers or directors,
on our website.



SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a)
of the Exchange Act requires our executive officers, directors and holders of more than 10% of our common stock to file with the
SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely
on our review of the copies of these reports and on information provided by the reporting persons, we believe that all filing
requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended December 31, 2018, except
for the following: Mr. Bohan Zhang did not file a Form 4 reporting the sale of 2,900 shares on August 20, 2018, and Mr. Genyun
Wang did not file a Form 4 reporting the sale of 30,000 shares in August, 2018.



4







ITEM
11. EXECUTIVE COMPENSATION.



EXECUTIVE
COMPENSATION



Summary
Compensation Table



The
following table summarizes the compensation earned during the years ended December 31, 2018 and 2017, by those individuals who
served as our Chief Executive Officer, or Chief Financial Officer during any part of fiscal year 2018 and our other most
highly compensated executive officer. The individuals listed in the table below are referred to as the “named executive
officers.”



|Name and Principal Position |  | Year |  | Salary ($) |        |  | Bonus ($) |  |    | Stock Awards ($) |  |  | Option Awards ($)(4) |  |  | Non-Equity Incentive Plan Compensation ($) |       |  | Nonqualified Deferred Compensation Earnings ($) |  |    | All Other Compensation ($) |  |  | Total ($) | 
|--------------------------- |  | ---- |  | ---------- | ------ |  | --------- |  | -- | ---------------- |  |  | -------------------- |  |  | ------------------------------------------ | ----- |  | ----------------------------------------------- |  | -- | -------------------------- |  |  | --------- | 
|Guohua Ku (1)               |  | 2018 |  |            | 33,078 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | --    |  |                                                 |  | -- |                            |  |  | --        | 
|Chief Executive Officer and |  | 2017 |  |            | 33,078 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | Nil   |  |                                                 |  | -- |                            |  |  | --        | 
|Chairman of the Board       |  |      |  |            |        |  |           |  |    |                  |  |  |                      |  |  |                                            |       |  |                                                 |  |    |                            |  |  |           | 
|                            |  |      |  |            |        |  |           |  |    |                  |  |  |                      |  |  |                                            |       |  |                                                 |  |    |                            |  |  |           | 
|Adeline Gu (2)              |  | 2018 |  |            | 22,052 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | --    |  |                                                 |  | -- |                            |  |  | --        | 
|Chief Financial             |  | 2017 |  |            | 18,376 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | 7,647 |  |                                                 |  | -- |                            |  |  | --        | 
|Officer and Secretary       |  |      |  |            |        |  |           |  |    |                  |  |  |                      |  |  |                                            |       |  |                                                 |  |    |                            |  |  |           | 
|                            |  |      |  |            |        |  |           |  |    |                  |  |  |                      |  |  |                                            |       |  |                                                 |  |    |                            |  |  |           | 
|Geyun Wang (3)              |  | 2018 |  |            | 27,565 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | --    |  |                                                 |  | -- |                            |  |  | --        | 
|Vice President              |  | 2017 |  |            | 27,565 |  |           |  | -- |                  |  |  | --                   |  |  |                                            | Nil   |  |                                                 |  | -- |                            |  |  | --        | 



| | (1) | Guohua
Ku was appointed as Chief Executive Officer of the Company on December 10, 2008.
| | --- | ---------------------------------------------------------------------------------------



| | (2) | Adeline
Gu was appointed as Chief Financial Officer and Secretary of the Company on September 28, 2016.
| | --- | -------------------------------------------------------------------------------------------------------



| | (3) | Geyun
Wang was appointed as Vice President of the Company on April 10, 2014.
| | --- | ----------------------------------------------------------------------------



| | (4) | Reflects
the aggregate grant date fair value of the applicable stock option, calculated in accordance with Accounting Standards Codification
Topic 718.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------



Narrative
to Summary Compensation Table



In
fiscal year 2018, the primary components of our executive compensation programs were base salary and equity compensation. We use
base salary to fairly and competitively compensate our executives, including the named executive officers, for the jobs we ask
them to perform. We view base salary as the most stable component of our executive compensation program, as this amount is not
at risk. We believe that the base salaries of our executives should be targeted at or above the median of base salaries for executives
in similar positions with similar responsibilities at comparable companies, consistent with our compensation philosophy. Because
of our emphasis on performance-based compensation for executives, base salary adjustments are generally made only when we believe
there is a significant deviation from the market or an increase in responsibility. Our Compensation Committee reviews the base
salary levels of our executives each year to determine whether an adjustment is warranted or necessary.



Employment
Contracts



Mr. Guohua
Ku entered into an employment agreement with the Company to serve as its CEO on December 10, 2008. The agreement had a two-year
term, starting December 10, 2008, that included a one-month probationary period. In accordance with the terms and conditions
of Mr. Ku’s employment agreement, on December 10, 2010, 2014, December 10, 2016, and, more recently, on December 10,
2018, the Company and Mr. Ku agreed to renew Mr. Ku’s employment agreement for an additional two-year term. Mr. Ku
receives a salary of RMB 216,000 ($33,078) annually for his service as CEO. The Company may terminate the employment agreement
at any time without any prior notice to the employee if Mr. Ku engages in certain conduct, including, but not limited to
(i) the violation of the rules and procedures of the Company or breaches the terms of the employment agreement; (ii) neglecting
his duties or engages in malpractice for personal gain that damages the Company; (iii) entering into an employment relationship
with any other employer during his employment with the Company; or (iv) the commission of a crime. The Company also may terminate
the employment agreement upon 30 days written notice to Mr. Ku under certain other conditions, including but not limited
to (i) inability to continue position due to non-work-related sickness or injury; (ii) incompetence; and (iii) the
need for mass layoffs or other restructuring. Mr. Ku has the right to resign at any time upon a 30 day written notice to
the Company.



5







In
connection with her appointment as Chief Financial Officer and Secretary, the Company entered into an employment agreement with
Ms. Gu on September 28, 2016. Pursuant to the terms of the employment agreement, Ms. Gu will receive compensation in the amount
of RMB 10,000 (approximately $1,538) per month plus stock options for no less than 5,000 shares of common stock of the
Company each year to be issued under the China Recycling Energy Corporation Omnibus Equity Plan (the “Plan”) with
the specific terms of the options to be determined by the Compensation Committee of the Board in the future. The term of the employment
agreement is for two years, starting on September 28, 2016. The Compensation Committee approved the grant of an option to Ms.
Gu to purchase 5,000 shares of the Company’s common stock on April 27, 2017. On September 28, 2018, the Company and Ms.
Gu agreed to renew Ms. Gu’s employment agreement for an additional two-year term. Ms. Gu receives a salary of RMB 144,000
($22,052) annually for her service as CFO.



In
June of 2015, the stockholders of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “2015
Equity Plan”) at its annual meeting. The total aggregate shares of common stock authorized for issuance during the term
of the 2015 Equity Plan is 1,246,261 shares, as adjusted following the Company’s 1-for-10 reverse stock split of the Company’s
authorized shares of Common Stock, effective in May 2016. The 2015 Equity Plan will terminate on the earliest to occur of (i)
the 10th anniversary of the Equity Plan's effective date, or (ii) the date on which all shares available for issuance under the
Equity Plan shall have been issued as fully-vested shares.



Potential
Payments Upon Termination or Change of Control



Employment
Agreements



Certain
of our executive officers, including our CEO, have an employment agreement with the Company. Under Chinese law, we may only terminate
employment agreements without cause and without penalty by providing notice of non-renewal one month prior to the date on which
the employment agreement is scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement
in the absence of cause, as defined in the agreement, then we are obligated to pay the employee one month’s salary for each
year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty pursuant to
the employment agreement.



2015
Plan



In
June of 2015, the stockholders of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “2015
Equity Plan”) at its annual meeting. The total aggregate shares of common stock authorized for issuance during the term
of the 2015 Equity Plan is 1,246,261 shares, as adjusted following the Company’s 1-for-10 reverse stock split of the Company’s
authorized shares of Common Stock, effective in May 2016. The 2015 Equity Plan will terminate on the earliest to occur of (i)
the 10th anniversary of the Equity Plan's effective date, or (ii) the date on which all shares available for issuance under the
Equity Plan shall have been issued as fully-vested shares. A total of 5,000 shares underlying options were granted to an executive
officer under the 2015 Equity Plan as of December 31, 2018.



NON-EMPLOYEE
DIRECTOR COMPENSATION



Non-Employee
Director Compensation



The
following table sets forth certain information regarding the compensation earned by or awarded during the 2018 fiscal year
to each of our non-executive directors:



|Name                 |  | Fees Earned or Paid in Cash ($)(1) |        |  | Stock Awards ($)(1) |  |  | Option Awards ($) (1) |  |  | Non-Equity Incentive Plan Compensation ($) |  |  | Nonqualified Deferred Compensation Earnings |  |  | All Other Compensation ($) |  |  | Total ($) | 
|-------------------- |  | ---------------------------------- | ------ |  | ------------------- |  |  | --------------------- |  |  | ------------------------------------------ |  |  | ------------------------------------------- |  |  | -------------------------- |  |  | --------- | 
|                     |  |                                    |        |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 
|LuLu
    Sun (2)     |  | $                                  | 12,000 |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 
|                     |  |                                    |        |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 
|Xiaoping
    Guo (3) |  | $                                  | 12,000 |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 
|                     |  |                                    |        |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 
|Xiaogang
    Zhu (3) |  | $                                  | 12,000 |  |                     |  |  |                       |  |  |                                            |  |  |                                             |  |  |                            |  |  |           | 



| | (1) | In
setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to
the Company, as well as the skill level required to serve as a director and manage the affairs of the Company. Each non-employee
director receives a monthly Board fee of $1,000. Non–employee directors do not receive additional fees for attendance at
Board or Board committee meetings or for serving on Board Committees.  There were no stock option exercises by non-employee
directors in fiscal year 2018. There were no option awards outstanding as of December 31, 2018, for any of the non-employee
directors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Ms.
LuLun Sun was appointed to the Board on August 5, 2015.
| | --- | -----------------------------------------------------------



| | (3) | Messrs.
Guo and Zhu were appointed as directors effective June 1, 2017.
| | --- | -----------------------------------------------------------------------



6







ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.



SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table
sets forth certain information provided to us by each of the following as of April 24, 2019 (unless otherwise indicated) regarding
their beneficial ownership of our common stock:



| | ● | each person known by us to be the beneficial owner of more than 5% of our common stock;                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                      
| | ● | each of our directors and named executive officers;                                                                                                  
| |   |                                                                                                                                                      
| | ● | each of our officers and directors that served in such capacity during 2018, but no longer served in that capacity at the end of the fiscal year; and
| |   |                                                                                                                                                      
| | ● | all of our directors and executive officers as a group.                                                                                              



Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the securities.
Except as indicated by footnote, and subject to applicable community property laws, the persons and entities named in the table
below have sole voting and sole investment power with respect to the shares set forth opposite each person’s or entity’s
name. The address for each director and executive officer is 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road,
Yanta District, Xi’an City, Shaanxi Province, China 710075.



|                                                            |  | Common Stock       |          
|----------------------------------------------------------- |  | ------------------ | ---------
|                                                            |  | Beneficially Owned |          
|Beneficial Owner                                            |  | Number of Shares   |          
|Guohua Ku                                                   |  |                    | 2,644,764
|Great Essential Investment, Ltd. (2)                        |  |                    | 1,600,000
|Bohan Zhang                                                 |  |                    | 47,270   
|Adeline Gu                                                  |  |                    | 5,000    
|Geyun Wang                                                  |  |                    | --       
|Xiaoping Guo                                                |  |                    | --       
|Xiaogang Zhu                                                |  |                    | --       
|LuLu Sun                                                    |  |                    | --       
|All executive officers and directors as a group (7 persons) |  |                    | 2,692,034



| | * | Less than one percent (1%) of
outstanding shares.
| | - | -------------------------------------------------



| | (1) | Represents 5,000 shares of
common stock subject to currently exercisable stock options.
| | --- | ---------------------------------------------------------------------------------------



| | (2) | The address for Great Essential
Investment, Ltd. is Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------





7







EQUITY COMPENSATION PLAN INFORMATION



The table below sets
forth information with respect to shares of our common stock that may be issued under the 2015 Plan, as of December 31, 2018:



|Plan Category                                              |  | Number of securities to be issued upon exercise of outstanding options |       |  | Weighted-average exercise price of outstanding options |   |    | Number of securities remaining available for future issuance under equity compensation plans | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------- | ----- |  | ------------------------------------------------------ | - | -- | -------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders     |  |                                                                        | 9,000 |  |                                                        | $ | -- |                                                                                              | 
|Equity compensation plans not approved by security holders |  |                                                                        | --    |  |                                                        |   | -- |                                                                                              | 
|Total                                                      |  |                                                                        | 9,000 |  |                                                        | $ | -- |                                                                                              | 



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.



The Company has not
implemented a written policy concerning the review of related party transactions; however, the Company’s policy is that the
Audit Committee must review related party transactions and Board must approve all related party transactions. Further, all material
related party transactions will be made or entered into on terms that are no less favorable to us than can be obtained from unaffiliated
third parties.



A “related party
transaction” is a transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any
series of similar transactions, arrangements or relationships in which the Company (including any of our subsidiaries) was, is
or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct
or indirect interest.



As of December 31,
2018, the Company had $41,168 in advances from the Company’s management, which bear no interest, are unsecured, and are payable
upon demand.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.



Audit and Non-Audit Fees



Aggregate fees and
expenses for professional services rendered for us by MJF and Associates, APC for the fiscal years ended December 31, 2018 and 2017
are set forth below. The aggregate fees and expenses included in the Audit category are fees and expenses billed forthe
fiscal years for the integrated audit of our annual financial statements and review of our interim financial statements and statutory
and regulatory filings. The aggregate fees and expenses included in each of the other categories are fees and expenses billed inthe
fiscal years.



|                   |  | Fiscal Year 2018 |         |  | Fiscal Year 2017 |  
|------------------ |  | ---------------- | ------- |  | ---------------- | -
|Audit Fees         |  | $                | 190,945 |  |                  | $
|Audit-Related Fees |  |                  | --      |  |                  |  
|Tax Fees           |  |                  | --      |  |                  |  
|All Other Fees     |  |                  | --      |  |                  |  
|Total              |  | $                | 190,945 |  |                  | $



8







Audit Feesfor
the fiscal years ended December 31, 2018 and 2017 were for professional services rendered for the audit of our annual financial
statements and of our internal control over financial reporting and quarterly review of the financial statements included in our
Quarterly Reports on Form 10-Q.



Audit-Related Feesare
fees not included in audit fees that are billed by the independent accountant for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements, which include audits in connection with acquisitions.



Tax Feesare
fees billed by the independent accountant for professional services rendered for tax compliance, tax advice and tax planning.



All Other Feesare
fees billed by the independent accountant for products and services not included in the foregoing categories.



The Audit Committee
of the Board of Directors has determined that the provision of these services is compatible with the maintenance of the independence
of MJF and Associates, APC.



Pre-approval Policies and Procedures



The Audit Committee
has adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public
accounting firm. The pre-approval policy is detailed as to the particular service or category of services and is subject to a specific
budget. The services include the engagement of the independent registered public accounting firm for audit services, audit-related
services, and tax services.



If we need to engage
the independent registered public accounting firm for other services, which are not considered subject to the general pre-approval
as described above, then the Audit Committee must approve such specific engagement
as well as the projected fees. If the timing of the project requires an expedited decision, then the Audit Committee has delegated
to the Chairman of the Committee the authority to pre-approve such engagement,
subject to fee limitations. The Chairman must report all such pre-approvals to the entire Audit Committee for ratification at the
next AuditCommittee meeting.



9







PART
IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



The exhibits listed
on the accompanying Exhibit Index are filed as part of this Amendment.



Exhibit Index



|Exhibit No. |  | Description                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                    
|31.3        |  | Certification of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|            |  |                                                                                                                    
|31.4        |  | Certification of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*



| | * | Filed herewith.
| | - | ---------------



10







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                     | China Recycling Energy Corporation
|-------------------- | ----------------------------------
|                     |                                   
|Date: April 29, 2019 | By:                               
|                     |                                   
|                     |                                   
|                     |                                   
|Date: April 29, 2019 | By:                               
|                     |                                   
|                     |                                   





11