China Recycling Energy Corp: Exhibit 10.2




  




SHARE PURCHASE AGREEMENT 


THIS SHARE PURCHASE
AGREEMENT (the "Agreement") is entered into as of November 14, 2007, by
and among China Recycling Energy Corporation, a Nevada corporation (the "Company"),
and Hanqiao Zheng (the "Purchaser") hereof, with regard to the following:


RECITALS 

WHEREAS, the Company and Purchaser are
executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Regulation S (the "Regulation
S"), as promulgated by the United States Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Securities
Act").

 WHEREAS, the Purchaser desires to
purchase, upon the terms and conditions stated in this Agreement, shares of the
Company’s Common Stock, $0.001 par value (the "Shares"). AGREEMENTS NOW,
THEREFORE, in consideration of their respective promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Purchaser hereby agree as follows: 


ARTICLE I 

PURCHASE AND SALE OF SHARES 

Section 1.1 Purchase of Shares. 

Subject to the terms
and conditions of this Agreement, the issuance, sale and purchase of the Shares
shall be consummated in a "Closing." Purchaser agrees to purchase from Company
3,278,259Shares of Company’s common stock, at the price of $ 1.23 per share (the
"Purchase Price"). The Total Purchase Price for all the Shares issued is
$ 4,032,258. 

Section 1.2 Share Issuance. 

The Share
Purchase shall take place at such other time and place as the Company and the
Purchaser mutually agree upon, orally or in writing. The Company shall deliver
to the Purchaser either (i) a certificate or certificates representing the
Shares sold or (ii) instruments of assignment or transfer that shall, in the
reasonable opinion of the Purchaser be necessary to issue the Shares to the
Purchaser. 


1 of 7 




Section 1.3 Purchase Payment. 

Within Three Months
from the effective date of this Agreement, Purchaser shall make Three Payments,
each in amount of $ 1,344,086, to Company to satisfy the Total Purchase Price by
either (i) bank wire transfer or (ii) check. The first payment shall be made
upon the entry and execution of this Agreement. 

ARTICLE II 

PURCHASER’S REPRESENTATIONS AND WARRANTIES


Section 2.1 Representations and Warranties
of the Purchaser. 

Each Purchaser
represents and warrants to the Company, as of the date hereof and as of the
Closing, that the following statements are true and correct: 

(a) 


Each of the Purchasers has all power and authority to execute, deliver and
perform this Agreement. 

(b) 


This Agreement is the valid and binding obligation of each of the Purchasers,
enforceable against each of the Purchaser in accordance with its terms. 


(c) 

The
Shares will be acquired for investment for the account of the Purchaser, and not
as a nominee or agent, and not with a view to the distribution or public
offering thereof. In connection therewith, the Purchaser confirms that he is
neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S,
nor located within the United States, and that the transaction will be between
non-U.S. Persons, and take place outside of the United States. 

(d) 


None of the Purchaser has been contacted concerning the acquired Shares or the
matters set forth in this Agreement by means of any advertisement or other
general solicitation. 

(e) 

The
Purchaser understands that (i) the acquired Shares have not been registered
under either the Securities Act of 1933, as amended or the securities laws of
any state by reason of specific exemptions therefrom and that such securities
may be resold in the United States without registration under the Securities Act
only in certain limited circumstances. 

(f) 

The
Purchaser has access to information relating to the Company as the Purchaser
deems necessary to make an informed investment decision in connection with the
acquired Shares, and except as provided in Section 2.02 below, the Company is
making no representations and warranties concerning the acquired Shares or the
business of the Company. 

(g) 


Each of the Purchaser understands that Regulation S promulgated under the
Securities Act, is available only for offers and sales of securities outside the
United States, and will comply with Regulation S, specifically complying with
the restrictions on re-sale of the securities of Rules 903 (a) and (b)(3) of
Regulation S. 


2 of 7 





(h) 


Each of the Purchase is also an "accredited investor" as that term is defined in
Rule 501(a) of Regulation D, provided that the sales of securities under this
Agreement is an offshore sale in reliance upon the exemption from securities
registration afforded by the provisions of Regulation S; 

(i) 


Each of the Purchaser understands that (i) the Shares have not been and are not
being registered under the Securities Act or any state securities laws, and may
not be offered, sold, pledged or otherwise transferred unless subsequently
registered thereunder or an exemption from such registration is available; (ii)
any sale of such Securities made in reliance on Rule 144 under the Securities
Act (or a successor rule) ("Rule 144") may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such
Securities without registration under the Securities Act under circumstances in
which the Company may be deemed to be an underwriter (as that term is defined in
the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC thereunder in order for
such resale to be allowed, (iii) the Company is under no obligation to register
such Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. 

(j) 


Legends. Each of the Purchaser acknowledges that the Shares he acquires will
bear the following restrictive legend: 

THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE
SECURITIES, ACKNOWLEDGES THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY: (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
AND IN COMPLIANCE WITH APPLICABLE LOCAL OR STATE LAWS AND REGULATIONS, (C)
INSIDE THE UNITED STATES PURSUANT TO (I) RULE 144A UNDER THE SECURITIES ACT TO A
PERSON WHO THE COMPANY REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE
QUALIFIED INSTITUTIONAL BUYERS TO WHOM WRITTEN NOTICE IS GIVEN THAT THE OFFER,
SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) THE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND ANY APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE UNITED
STATES FEDERAL OR STATE SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL
OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE COMPANY TO THAT EFFECT.



3 of 7 





(k) 


Each Purchaser acknowledges that he is aware of his respective obligations under
the Securities Exchange Act of 1934 (the "1934 Act"), including, but not limited
to those filing obligations that are triggered as a result of the consummation
of the sale of the Sale Shares pursuant to Sections 13 and 16 of the 1934 Act,
together with filings required to be made by the Company, under the control of
the Purchaser, after the consummation of the sale of the Shares. 

Section 2.2 Representations and Warranties
of the Company. 

The Company represents
and warrants to each Purchaser as of the date hereof and as of the Closing that
the following statements are true and correct: 

(a) 

The
Company is a corporation duly organized and existing in good standing under the
laws of the state of Nevada and has the requisite corporate power to own its
properties and to carry on its business as now being conducted. The Company is
duly qualified as a corporation to do business and is in good standing in every
jurisdiction where the failure so to qualify or be in good standing could
reasonably be expected to have a Material Adverse Effect. "Material Adverse
Effect" means any effect which, individually or in the aggregate with all other
effects, reasonably would be expected to be materially adverse to the business,
operations, properties, financial condition, operating results or prospects of
the Company taken as a whole, or on the transactions contemplated hereby. 


(b) 

The
Company has the requisite corporate power and authority to enter into and
perform under the Transaction Documents, and to issue, sell and perform its
obligations with respect to the Shares in accordance with the terms hereof and
thereof and in accordance with the terms and conditions of the Shares; the
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Shares) have been duly
authorized by all necessary corporate action and no further consent or
authorization of the Company, its board of directors, or its stockholders or any
other Person is required with respect to any of the transactions contemplated
hereby; this Agreement and the Shares have been duly executed and delivered by
the Company; and this Agreement constitutes legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their
respective terms, except to the extent that such validity or enforceability may
be subject to or affected by any bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights or remedies of creditors generally, or by
other equitable principles of general application, and as rights to indemnity
and contribution under this Agreement may be limited by federal or state
securities laws. "Person" means any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
association, corporation, entity or government (whether federal, state, county,
city or otherwise, including, without limitation, any instrumentality, division,
agency or department thereof). 


4 of 7 





(c) 


Except as set forth in (b) of this Section 2.2, the execution, delivery and
performance by the Company and the offer, issuance and sale of the Securities
require no consent of, action by or in respect of, or filing with, any Person,
governmental body, agency, or official other than filings that have been made
pursuant to applicable state securities laws, post-sale filings pursuant to
applicable state and federal securities laws, filings with the OTCBB and any
consent, action or filing that either individually or in the aggregate would not
have a Material Adverse Effect. 

(d) 


Except as disclosed in the Company’s SEC Documents filed by it with the SEC,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, or self-regulatory organization or body
pending or, to the Company’s Knowledge, threatened against or affecting the
Company or any of its directors or officers in their capacities as such which
could reasonably be expected to have a Material Adverse Effect. There are no
facts known to the Company which, if known by a potential claimant or
governmental authority, could reasonably be expected to give rise to a claim or
proceeding which, if asserted or conducted with results unfavorable to the
Company could reasonably be expected to have a Material Adverse Effect. 


(e) 

The
Company acknowledges and agrees that each Purchaser is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement or the transactions contemplated hereby, that this Agreement and
the transaction contemplated hereby, and the relationship between each Purchaser
and the Company, are "arms-length," and that any statement made by a Purchaser
or any of its representatives or agents, in connection with this Agreement and
the transactions contemplated hereby is not advice or a recommendation, is
merely incidental to Purchaser’s purchase of the Securities and has not been
relied upon as such in any way by the Company, its officers or directors. The
Company further represents to each Purchaser that the Company’s decision to
enter into this Agreement and the transactions contemplated hereby has been
based solely on an independent evaluation by the Company and its
representatives. 

(f) 


Neither the Company nor to the Company’s knowledge any distributor participating
on the Company’s behalf in the transactions contemplated hereby (if any) nor any
person acting for the Company, or to the Company’s knowledge any such
distributor, has conducted any "general solicitation," as described in
Regulation D, with respect to any of the Securities being offered hereby. 



                  
                
              
            
          
        
      
    
  


5 of 7 




ARTICLE III 


MISCELLANEOUS 


Section 3.1 Governing Law; Successors and
Assigns. 

This Agreement shall
be governed and construed in accordance with the law of the State of Nevada and
applicable federal law and shall be binding upon the heirs, personal
representatives, executors, administrators, successors and assigns of the
parties 

Section 3.2 Entire Agreement. 


This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes and replaces any prior agreement or understanding
between the Purchaser and the Company with respect to the sale of the Shares
between the Company and the Purchaser. 

Section 3.3 Headings. 

The headings of the
Sections of this Agreement are for convenience and shall not by themselves
determine the interpretation of this Agreement. 

Section 3.4 Counterparts. 

This Agreement may be
executed in any number of counterpart copies, all of which copies shall
constitute one and the same instrument. 

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK 

SIGNATURE PAGE FOLLOWS 


6 of 7 





IN WITNESS WHEREOF,
the parties hereto have signed this Share Purchase Agreement as of the date
first above written. 

	
    Signature Page for Company

	
     
	
     

	
    COMPANY
	
     

	
     
	
     

	
    CHINA RECYCLING ENERGY CORPORATION

	
     
	
     

	
    By
	
     

	
     
	
     

	
    /s/Guangyu Wu
	
     

	
    Guangyu Wu
	
     

	
    Chief Executive Officer
	
     

	
     
	
     

	
     
	
     

	
     
	
     

	
     
	
     

	
    Signature Page for Purchaser

	
     
	
     

	
    PURCHASER
	
     

	
     
	
     

	
    By
	
     

	
     
	
     

	
    /s/Hanqiao Zheng
	
     

	
    Hanqiao Zheng
	
     



7 of 7