UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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☒
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Definitive
Proxy Statement
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☐
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Definitive
Additional Materials
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☐
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Soliciting
Material Pursuant to §240.14a–12
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China
Recycling Energy Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a–6(i)(1) and 0–11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0–11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0–11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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CHINA
RECYCLING ENERGY CORPORATION
4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3
rd
Road, Yanta District
Xi’an
City, Shaanxi Province
China
710075
April 27,
2018
Dear
Stockholder:
You
are cordially invited to attend the 2018 Annual Meeting of Stockholders of China Recycling Energy Corporation, a Nevada corporation,
to be held at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road,
Yanta District, Xi’an City, Shaanxi Province, 710075 China on June 27, 2018, at 10:00 a.m. local time.
The
attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the annual
meeting. Our directors and officers will be present to respond to appropriate questions from stockholders.
Please
mark, date, sign and return your proxy card in the enclosed envelope by following the instructions on the proxy card at your earliest
convenience. This will ensure that your shares will be represented and voted at the meeting, even if you do not attend. If you
attend the meeting, you may revoke your proxy and personally cast your vote. Attendance at the meeting does not of itself revoke
your proxy.
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Sincerely,
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/s/
Guohua Ku
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Guohua
Ku
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Chief
Executive Officer and
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Chairman
of the Board of Directors
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CHINA
RECYCLING ENERGY CORPORATION
4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3
rd
Road, Yanta District
Xi’an
City, Shaanxi Province
China
710075
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held June 27, 2018
NOTICE
HEREBY IS GIVEN that the 2018 Annual Meeting of Stockholders of China Recycling Energy Corporation, a Nevada corporation, will
be held at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta
District, Xi’an City, Shaanxi Province, 710075 China on June 27, 2018, at 10:00 a.m. local time, to consider and act
upon the following:
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1.
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To
elect five directors, each to serve until the 2019 Annual Meeting of Stockholders;
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2.
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To
ratify the appointment of MJF and Associates, APC as our independent registered public accounting firm for the fiscal year
ending December 31, 2018; and
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4.
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To
transact such other business as properly may come before the annual meeting or any adjournments thereof. The Board of Directors
is not aware of any other business to be presented to a vote of the stockholders at the annual meeting.
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Information
relating to the above matters is set forth in the attached Proxy Statement. Stockholders of record at the close of business on
May 7, 2018 are entitled to receive notice of and to vote at the 2018 Annual Meeting and any adjournments thereof.
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By
Order of the Board of Directors
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/s/
Guohua Ku
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Chief
Executive Officer and
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Chairman
of the Board of Directors
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Xi’an
City, Shaanxi Province, China
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April 27,
2018
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Important
Notice Regarding the Availability of Proxy Materials for the
Annual
Meeting of Stockholders to be held on June 27, 2018:
WHETHER
OR NOT YOU PLAN TO ATTEND OUR 2018 Annual Meeting OF STOCKHOLDERS, YOUR VOTE IS IMPORTANT.
PLEASE
READ THE ATTACHED PROXY STATEMENT AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE–PAID
ENVELOPE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IF YOU ATTEND OUR 2018 ANNUAL MEETING
OF
STOCKHOLDERS
, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
CHINA
RECYCLING ENERGY CORPORATION
4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3
rd
Road, Yanta District
Xi’an
City, Shaanxi Province
China
710075
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To
Be Held June 27, 2018
We
are furnishing this Proxy Statement to the stockholders of China Recycling Energy Corporation in connection with the solicitation,
by the Board of Directors of China Recycling Energy Corporation (the “Board”), of proxies to be voted at our 2018
Annual Meeting of Stockholders to be held at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building,
Keji 3
rd
Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, on June 27, 2018, at 10:00 a.m.
local time, and at any adjournments or postponements of the meeting.
When
used in this Proxy Statement, the terms “we,” “us,” “our,” the “Company” and “CREG”
refer to 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% owned subsidiary Xi’an Zhonghong New Energy Technology Co.,
Ltd.
“
China” and the “PRC” refer to the People’s Republic of China, excluding, for the
purposes of this Proxy Statement, Hong Kong, Macau and Taiwan.
The
date on which we are first sending this Proxy Statement and form of proxy card to our stockholders is on or about May 15, 2018.
This
Proxy Statement, our Annual Report on Form 10-K, for fiscal year ended December 31, 2017, and other proxy materials, including
the Proxy Card and the Notice of Annual Meeting, are available online at http://www.sec.gov/edgar.shtml. Directions to our 2018
Annual Meeting of Stockholders are available by calling +86-29-8769-1097.
ABOUT
THE
2018 Annual Meeting
General:
Date, Time and Place
We
are providing this Proxy Statement to you in connection with the solicitation, on behalf of our Board, of proxies to be voted
at our 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) or any postponement or adjournment of that
meeting. The 2018 Annual Meeting will held on June 27, 2018, at 10:00 a.m. local time at our principal executive offices,
located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District, Xi’an City, Shaanxi Province,
710075 China.
Matters
to be Considered and Voted Upon
At
the 2018 Annual Meeting, stockholders will be asked to consider and vote (i) to elect the nominees named herein as directors,
and (ii) to ratify the selection of our independent registered public accounting firm. The Board does not know of any matters
to be brought before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the
meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment
on such matters.
Record
Date; Stock Outstanding and Entitled to Vote
Our
Board has established May 7, 2018, as the record date. Only holders of shares of the Company’s common stock, par value $0.001
per share (“Common Stock”), as of the record date are entitled to notice of, and to vote at, the 2018 Annual Meeting.
Each share of common stock entitles the holder thereof to one vote per share on each matter presented to our stockholders for
approval at the 2018 Annual Meeting. At the close of business on April 24, 2018, we had 8,310,198 shares of common stock
outstanding. We expect the same number of shares to be outstanding as of the record date.
Quorum;
Required Vote
A
quorum of stockholders is required for the transaction of business at the 2018 Annual Meeting. The presence of at least one-third
of all of our shares of common stock issued and outstanding and entitled to vote at the meeting, present in person or represented
by proxy, will constitute a quorum at the meeting. Votes cast by proxy or in person at the 2018 Annual Meeting will be tabulated
by an election inspector appointed for the meeting and will be taken into account in determining whether or not a quorum is present.
Abstentions and broker non-votes, which occur when a broker has not received customer instructions and indicates that it does
not have the discretionary authority to vote on a particular matter on the proxy card, will be included in determining the presence
of a quorum at the 2018 Annual Meeting.
Assuming
that a quorum is present, our stockholders may take action at the annual meeting with the votes described below.
Election
of Directors.
Under Nevada law and the Fourth Amended and Restated Bylaws of the Company (“Bylaws”),
the affirmative vote of a plurality of the votes cast by the holders of our shares of common stock is required to elect each director.
Consequently, only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement
of a plurality. Stockholders do not have any rights to cumulate their votes in the election of directors. Abstentions and broker
non-votes will not be counted toward a nominee’s total.
Ratification
of the selection of MJF and Associates, APC as our independent registered public accounting firm.
The affirmative
vote of the holders of a majority of the shares actually voted on the proposal at the Annual Meeting, provided a quorum is present,
is required to ratify the selection of MJF and Associates, APC as our independent registered public accounting firm. Abstentions
and broker non-votes will have the effect of a vote “against” the ratification of the appointment of MJF and Associates,
APC as our independent registered public accounting firm.
Abstentions
and Broker Non-Votes
Under
applicable regulations, if a broker holds shares on your behalf, and you do not instruct your broker how to vote those shares
on a matter considered “routine,” the broker may generally vote your shares for you. A “broker non-vote”
occurs when a broker has not received voting instructions from you on a “non-routine” matter, in which case the broker
does not have authority to vote your shares with respect to such matter. Rules that govern how brokers vote your shares have recently
changed. Unless you provide voting instructions to a broker holding shares on your behalf, your broker may no longer use discretionary
authority to vote your shares on any of the matters to be considered at the 2018 Annual Meeting other than the ratification of
our independent registered public accounting firm. Please vote your proxy so your vote can be counted.
Voting
Procedure; Voting of Proxies; Revocation of Proxies
If
your shares are registered directly in your name with our transfer agent, Securities Transfer Corporation, you are considered
the “stockholder of record” with respect to those shares. As the stockholder of record, you may vote in person at
the 2018 Annual Meeting or vote by proxy using the accompanying proxy card. Whether or not you plan to attend the annual meeting,
we urge you to vote by proxy to ensure your vote is counted. You may still attend the 2018 Annual Meeting and vote in person even
if you have already voted by proxy.
By
Internet – stockholders may vote on the internet by logging on to www.proxyvote.com and following the instructions
given.
By
Telephone – stockholders may vote by calling 1-800-690-6903 (toll-free) with a touch tone telephone and following the recorded
instructions.
By
Mail – stockholders must request a paper copy of the proxy materials to receive a proxy card and follow the instructions
given for mailing. A paper copy of the proxy materials may be obtained by logging onto www.proxyvote.com and following the instructions
given. To vote using the proxy card, simply print the proxy card, complete, sign and date it and return it promptly to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. In the alternative, the proxy card can be mailed directly to the Company:
Ms. Adeline Gu, Chief Financial Officer, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District,
Xi’an City, Shaanxi Province, 710075 China.
If
you vote by telephone or via the Internet, you do not need to return your proxy card. Telephone and Internet voting are available
24 hours a day and will close at 11:59 P.M. Eastern Time on June 25, 2018.
In
Person - stockholders may vote in person at the 2018 Annual Meeting. To vote in person, come to the 2018 Annual Meeting and we
will give you a ballot when you arrive. The Board recommends that you vote using one of the other voting methods, since it is
not practical for most stockholders to attend the 2018 Annual Meeting.
Please
note that the notice letter you received directing you to the website at which the proxy materials are available is not the proxy
card and should not be used to submit your vote
.
If
you do not return a signed proxy card and do not attend the meeting and vote in person, your shares will not be voted. Shares
of our common stock represented by properly executed proxies that are received by us and are not revoked will be voted at the
2018 Annual Meeting in accordance with the instructions contained therein. If you return a signed and dated proxy card and instructions
are not given, such proxies will be voted
FOR
election of each nominee for director named herein, and
FOR
ratification
of the selection of MJF and Associates, APC as our independent registered public accounting firm. In addition, we reserve the
right to exercise discretionary authority to vote proxies, in the manner determined by us, in our sole discretion, on any matters
brought before the 2018 Annual Meeting for which we did not receive adequate notice under the proxy rules promulgated by the Securities
and Exchange Commission (“SEC”).
If
you hold your shares in “street name” through a stockbroker, bank or other nominee rather than directly in your own
name, you are considered the “beneficial owner” of such shares. Because a beneficial owner is not a stockholder of
record, you may not vote these shares in person at the 2018 Annual Meeting unless you obtain a “legal proxy” from
the broker, bank or nominee that holds your shares, giving you the right to vote those shares at the meeting. If you wish to attend
the 2018 Annual Meeting and vote in person, you will need to contact your broker, bank or nominee to obtain a legal proxy.
Your
proxy is revocable at any time before it is voted at the 2018 Annual Meeting in any of the following three ways:
1. You
may submit another properly completed proxy bearing a later date.
2. You
may send a written notice that you are revoking your proxy to Ms. Adeline Gu, our Chief Financial Officer, at 4/F, Tower
C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China.
3.
You may attend the annual meeting and vote in person. However, simply attending the annual meeting will not, by itself, revoke
your proxy.
Dissenters’
Right of Appraisal
Stockholders
are not entitled to any appraisal or similar rights of dissenters with respect to any of the proposals to be acted upon at the
2018 Annual Meeting.
Proxy
Solicitation
We
will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also
solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional
compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
Householding
SEC
rules permit us to deliver a single proxy statement and annual report to one address shared by two or more of our stockholders.
This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage
of this opportunity, we have delivered only one proxy statement and annual report to multiple stockholders who share an address,
unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly,
upon written or oral request, a separate copy of this Proxy Statement and annual report to any stockholder at the shared address
to which a single copy of those documents were delivered. If you prefer to receive separate copies of the proxy statement and
annual report, contact Ms. Adeline Gu, our Chief Financial Officer, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China.
Stockholder
List
For
at least ten days prior to the meeting, a list of stockholders entitled to vote at the 2018 Annual Meeting, arranged in alphabetical
order, showing the address of and number of shares registered in the name of each stockholder, will be open for examination by
any stockholder, for any purpose related to the 2018 Annual Meeting, during ordinary business hours at our principal executive
offices. The list will also be available for examination at the 2018 Annual Meeting.
Other
Business
The
Board is not aware of any other matters to be presented at the 2018 Annual Meeting other than those mentioned in this Proxy Statement
and our accompanying Notice of Annual Meeting of Stockholders. If, however, any other matters properly come before the 2018 Annual
Meeting, the persons named in the accompanying proxy will vote in accordance with their best judgment.
Proposals
of Stockholders for 2019 Annual Meeting
Stockholder
proposals will be considered for inclusion in the proxy statement for the 2019 Annual Meeting in accordance with Rule 14a-8
under Securities Exchange Act of 1934, as amended (the “Exchange Act”), if they are received by the Company, on or
before December 30, 2018.
Stockholder
notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on our books, of the stockholder proposing such business, (iii) the class
and number of shares of CREG, which are beneficially owned by the stockholder, (iv) any material interest of the stockholder
in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A
under the Exchange Act, in his capacity as a proponent to a stockholder proposal.
A
stockholder’s notice relating to nomination for directors shall set forth as to each person, if any, whom the stockholder
proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address
of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of
CREG, which are beneficially owned by such person, (iv) a description of all arrangements or understandings between the stockholder
and each nominee and any other person(s) (naming such person(s)) pursuant to which the nominations are to be made by the stockholder
and (v) any other information relating to such person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without
limitation such person’s written consent to being named in our Proxy Statement, if any, as a nominee and to serving as a
director if elected).
Proposals
and notices of intention to present proposals at the 2018 Annual Meeting should be addressed to Ms. Adeline Gu, our Chief Financial
Officer, at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta
District, Xi’an City, Shaanxi Province, 710075 China.
A
copy of the full text of the provisions of our Bylaws, as amended, dealing with stockholder proposals is available to stockholders
from our Secretary upon written request and an electronic copy of is available at the SEC’s website located at www.sec.gov.
Voting
Results of 2018 Annual Meeting
Voting
results will be published in a Current Report on Form 8-K issued by us within four (4) business days following the annual
meeting.
PROPOSAL 1—
ELECTION OF DIRECTORS
Nominees
Our
Bylaws provide that the Board shall consist of not less than three (3) nor more than eleven (11) directors. Our Board has fixed
the number of directors to be elected at the 2018 Annual Meeting at five (5). Vacancies on the Board may be filled only by
persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy
created by an increase in the Board of Directors) will serve for the remainder of the one year term in which the vacancy occurred
and until the director’s successor is elected and qualified.
Our
Board currently consists of five (5) members. Our current directors will stand for re-election at the 2018 Annual Meeting.
All of the nominees were previously elected by our stockholders at the 2017 Annual Meeting.
If
elected as a director at the 2018 Annual Meeting, each of the nominees would serve a one-year term expiring at the 2019 Annual
Meeting of Stockholders and until his or her successor has been duly elected and qualified. Biographical information regarding
each of the nominees is set forth below. No family relationships exist among any of our director nominees or executive officers.
Each
of the nominees has consented to serve as a director if elected. If any nominee should be unavailable to serve for any reason
(which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the
enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees),
allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser
number of directors.
Executive
Officers and Directors
The
following table sets forth certain information regarding our executive officers and director nominees as of April 24, 2018:
Name
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Age
|
|
Position
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Guohua
Ku
|
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56
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Chief
Executive Officer, Director and Chairman of the Board
|
Binfeng
(Adeline) Gu
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40
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Chief
Financial Officer and Secretary
|
Xiaoping
Guo(1)
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65
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Director
(Independent)
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Geyun
Wang
|
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49
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Director,
Vice President
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Xiaogang
Zhu(1)(2)
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63
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Director
(Independent)
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LuLu
Sun(1)
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39
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Director
(Independent)
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(1)
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Member or nominee, as applicable, of Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee.
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(2)
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Mr. Xiaogang Zhu is a former employee of the Company.
Our Board has determined that, as of the date of the 2018 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).
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Mr.
Guohua Ku
was 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 following
the resignation of Mr. Shi on September 27, 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 Assistant of China Natural Gas,
Inc. from December 2007 to August 13, 2012. From March 2007 to December 2007, Ms. Gu was the Manager of Investment Department
of Xi’an Huiyi Venture Capital 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 Wang
was 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 Sun
was 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.
All
directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
There
are no arrangements or understandings pursuant to which our directors are selected or nominated.
THE
BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF
EACH OF THE DIRECTOR NOMINEES
NAMED IN THIS PROXY STATEMENT
.
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
2018 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, 2017, the Board held 2 meetings and acted through unanimous consent on 2 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, 2017, 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 2017 Annual
Meeting.
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 2017, 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.”
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 2017, 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 3
rd
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.
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, 2018 (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 2017, but no longer served in that capacity at the end of
the fiscal year;
|
|
●
|
all
of our directors and executive officers as a group; and
|
|
●
|
share
numbers are adjusted following the Company’s 1-for-10 reverse stock split of its authorized shares of Common Stock,
effective in May 2016.
|
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.
|
|
Common Stock
|
|
|
|
Beneficially
Owned
|
|
Beneficial Owner
|
|
Number of
Shares
|
|
|
Percent of
Class
|
|
Guohua Ku
|
|
|
2,644,764
|
|
|
|
31.83
|
%
|
Bohan Zhang
|
|
|
50,170
|
(1)
|
|
|
*
|
|
Adeline Gu
|
|
|
5,000
|
(2)
|
|
|
*
|
|
Xiaoshan He
|
|
|
30,000
|
(3)
|
|
|
*
|
|
Geyun Wang
|
|
|
30,000
|
(4)
|
|
|
*
|
|
Xiaoping Guo
|
|
|
—
|
|
|
|
*
|
|
Xiaogang Zhu
|
|
|
—
|
|
|
|
—
|
|
LuLu Sun
|
|
|
—
|
|
|
|
—
|
|
All executive officers and directors as a group (8 persons)
|
|
|
2,759,934
|
|
|
|
33.21
|
%
|
|
*
|
Less
than one percent (1%) of outstanding shares.
|
|
(1)
|
On November 22, 2017, Mr. Guohua Ku transferred 50,000 shares
to Mr. Bohan Zhang as a gift.
|
|
(2)
|
Represents 5,000 shares of common stock subject to currently
exercisable stock options.
|
|
(3)
|
On November 22, 2017, Mr. Guohua Ku transferred 30,000 shares
to Xiaoshan He as a gift.
|
|
(4)
|
On November 22, 2017, Mr. Guohua Ku transferred 30,000 shares
to Geyun Wang as a gift.
|
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table summarizes the compensation earned during the years ended December 31, 2017 and 2016, by those individuals who
served as our Chief Executive Officer, or Chief Financial Officer during any part of fiscal year 2017 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
($)(5)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
Guohua
Ku (1)
|
|
2017
|
|
|
33,078
|
|
|
|
--
|
|
|
|
--
|
|
|
|
Nil
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
33,078
|
|
Chief
Executive Officer and
|
|
2016
|
|
|
33,078
|
|
|
|
--
|
|
|
|
--
|
|
|
|
Nil
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
33,078
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adeline
Gu (2)
|
|
2017
|
|
|
18,376
|
|
|
|
--
|
|
|
|
--
|
|
|
|
7,647
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
26,023
|
|
Chief
Financial
|
|
2016
|
|
|
4,594
|
|
|
|
--
|
|
|
|
--
|
|
|
|
Nil
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
4,594
|
|
Officer
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jackie
Shi (3)
|
|
2017
|
|
|
N/A
|
|
|
|
--
|
|
|
|
--
|
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former
Chief Financial Officer and Secretary
|
|
2016
|
|
|
22,052
|
|
|
|
--
|
|
|
|
--
|
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geyun
Wang (4)
|
|
2017
|
|
|
27,565
|
|
|
|
|
|
|
|
|
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,565
|
|
Vice
President
|
|
2016
|
|
|
27,565
|
|
|
|
|
|
|
|
|
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,565
|
|
(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)
|
Jackie
Shi resigned as Chief Financial Officer and Secretary of the Company on September 27, 2016.
|
|
|
(4)
|
Geyun
Wang was appointed as Vice President of the Company on April 10, 2014.
|
|
|
(5)
|
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 2017, 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, and, more recently, on December 10, 2016, 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 $17,876 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 days written notice to
the Company.
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.
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, 2017.
NON-EMPLOYEE
DIRECTOR COMPENSATION
Non-Employee
Director Compensation
The
following table sets forth certain information regarding the compensation earned by or awarded during the 2017 fiscal year
to each of our non-executive directors:
Name
|
|
Fees Earned
or Paid in
Cash
($)(2)
|
|
|
Stock
Awards
($)(2)
|
|
|
Option
Awards
($) (2)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cangsang
Huang
(1)
|
|
|
5,000
|
|
|
|
--
|
|
|
|
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yulong
Ding
(1)
|
|
|
5,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LuLu
Sun
(3)
|
|
|
12,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xiaoping
Guo
(4)
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
Xiaogang
Zhu
(4)
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Messrs.
Huang and Ding resigned as members of the Board, effective May 31, 2017
|
(2)
|
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. An option to purchase 40,000 pre reverse split shares
of Common Stock of the Company was granted Mr. Cangsang Huang in October, 2015. The option award granted to Mr. Huang vested
immediately on the date of grant. There were no stock option exercises by non-employee directors in fiscal year 2017.
The aggregate number of option awards outstanding, as of December 31, 2017, for each of the non-employee directors was as
follows:
|
Name
|
|
Options
|
|
Cangsang Huang
|
|
|
4,000
|
|
(3)
|
Ms.
LuLun Sun was appointed to the Board on August 5, 2015.
|
(4)
|
Messrs.
Guo and Zhu were appointed as directors effective June 1, 2017.
|
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, 2017:
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
|
|
|
$
|
--
|
|
|
|
1,241,261
|
|
Equity compensation plans
not approved by security holders
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
Total
|
|
|
9,000
|
|
|
$
|
--
|
|
|
|
1,241,261
|
|
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.
During
the year ended December 31, 2017, the Company recognized RMB 28.47 million ($4.29 million) interest income for the sales-type
lease of Pucheng BMPG systems from Pucheng Xin Heng Yuan Biomass Power Generation Corporation, whose major stockholder became
a stockholder of the Company through the issuance of the Company’s common stock to this stockholder in consideration for
the transfer of the BMPG system. On November 29, 2017, Pucheng’s major shareholder disposed of the shares, and Pucheng was
no longer a related party of the Company after that.
Also
during the year ended December 31, 2017, prior to repurchase date, the Company recognized RMB 13.83 million ($2.09 million) interest
income for the sales-type lease of WGPG system from Qitaihe City Boli Yida Coal Selection Co., Ltd., whose major stockholder became
a stockholder of the Company through the issuance of the Company’s common stock to this stockholder in consideration for
WGPG system. On November 29, 2017, Superb Growth’s major shareholder disposed of the shares, and Superb was no longer a
related party of the Company after that.
REPORT
OF THE AUDIT COMMITTEE
The
Audit Committee has furnished the following report on its activities during the fiscal year ended December 31, 2017. The report
is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy
rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference
into any prior or subsequent filing under the Securities Act or the Exchange Act except to the extent that the Company specifically
incorporates it by reference into any such filing.
The
primary function of the Audit Committee is to assist the Board in its oversight and monitoring of our financial reporting and
auditing process. The Audit Committee charter sets forth the responsibilities of the Audit Committee. A copy of the Audit Committee
charter is available on our website at www.creg-cn.com under the links “Investor Relations – Corporate Governance.”
For fiscal year 2017, the Audit Committee was comprised of Xiaogang Zhu (Chairman), Xiaoping Guo, and Lulu Sun, each of whom
is independent under applicable SEC and NASDAQ listing standards.
Management
has primary responsibility for our financial statements and the overall reporting process, including maintaining effective internal
control over financial reporting and assessing the effectiveness of our system of internal controls. The independent registered
public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those
financial statements fairly present our financial position, results of operations and cash flows in conformity with U.S. generally
accepted accounting principles, and discusses with the Audit Committee any issues they believe should be raised with the Audit
Committee. These discussions include a discussion of the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee monitors
our processes, relying, without independent verification, on the information provided to it and on the representations made by
management and the independent registered public accounting firm.
In
2017, the Audit Committee held 4 meetings. Representatives of MJF and Associates, APC, our independent registered public accounting
firm, attended each meeting of the Audit Committee that involved the discussion of financial statements. The Audit Committee reviewed
and discussed with management and MJF and Associates, APC, our independent registered public accounting firm, our audited financial
statements for the year ended December 31, 2017 and discussed MJF and Associates, APC’s judgments as to the quality, not
just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee
by Statement on Auditing Standards No. 114 (which superseded Statement on Auditing Standards No. 61), other standards
of the Public Company Accounting Oversight Board (United States), rules of the SEC, and other applicable regulations.
The
Audit Committee also received the written disclosures and the letter from MJF and Associates, APC required by applicable requirements
of the Public Company Accounting Oversight Board regarding the firm’s independence from our management and has discussed
with MJF and Associates, APC its independence. The members of Audit Committee considered whether the services provided by MJF
and Associates, APC, for the year ended December 31, 2017, are compatible with maintaining their independence. The Board has delegated
to the Audit Committee the authority to approve the engagement of our independent registered public accounting firm.
Based
upon its review of the audited financial statements and the discussions noted above, the Audit Committee recommended that the
Board include the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017 for filing
with the SEC.
Audit
Committee:
Xiaogang
Zhu (Chairman)
Xiaoping
Guo
LuLu
Sun
PROPOSAL
NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The
Audit Committee, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of MJF and
Associates, APC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and
the Board has directed that such appointment be submitted to our stockholders for ratification at the 2018 Annual Meeting. MJF
and Associates, APC has served as our independent registered public accounting firm since February 15, 2015 and is considered
by our Audit Committee to be well qualified. If the stockholders do not ratify the appointment of MJF and Associates, APC, the
Audit Committee will reconsider the appointment.
Representatives
of MJF and Associates, APC will participate in the 2018 Annual Meeting by phone and will have an opportunity to make a statement
if they desire to do so. They also will be available to respond to appropriate questions from stockholders.
THE
BOARD, UPON THE RECOMMENDATION OF THE AUDIT COMMITTEE, RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL AND
RATIFICATION OF MJF AND ASSOCIATES, APC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31,
2018
.
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,
2017 and 2016 are set forth below. The aggregate fees and expenses included in the Audit category are fees and expenses billed
for
the 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 in
the fiscal years.
|
|
Fiscal
Year
2017
|
|
|
Fiscal
Year
2016
|
|
Audit Fees
|
|
$
|
171,113.23
|
|
|
$
|
220,548.88
|
|
Audit-Related Fees
|
|
|
0
|
|
|
|
0
|
|
Tax Fees
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
171,113.23
|
|
|
$
|
220,548.88
|
|
Audit
Fees
for the fiscal years ended December 31, 2017 and 2016 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
Fees
are 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
Fees
are fees billed by the independent accountant for professional services rendered for tax compliance, tax advice
and tax planning.
All
Other Fees
are 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
C
ommittee 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
C
ommittee 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 Audit
C
ommittee meeting
.
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, 2017, except
for the following: the Form 4 for Adeline Gu reporting an option grant of 5,000 on April 27, 2017 was filed on May 2, 2017; Mr.
Guohua Ku did not file a Form 4 reporting the gifts of shares to Mr. Rong Feng, Mr. Bohan Zhang, Mr. Xiaoshan He, Zhuyun Ding
and Mr. Geyun Wang in the amounts of 360,000, 50,000, 30,000, 30,000 and 30,000, respectively, on November 22, 2017 and 20,000
shares to Qirui Wang on December 18, 2017; and none of Messrs. Bohan Zhang, or Xiaoshan He filed a Form 4 for their respective
receipts of gifted shares on November 22, 2017 and Mr. Geyun Wang filed Form 4 on March 1, 2018.
STOCKHOLDER
PROPOSALS
Stockholders
may present proper proposals for inclusion in the proxy statement and form of proxy for our 2019 Annual Meeting by submitting
their proposals to us in a timely manner and in accordance with rules and regulations promulgated under our Bylaws and the Exchange
Act. Advance notice of a stockholder’s proposal must be delivered to our Chief Financial Officer, Ms. Adeline Gu, at our
principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District, Xi’an
City, Shaanxi Province, 710075 China, on or before December 30, 2018. A proposal which is received after that date or which otherwise
fails to meet the requirements for shareholder proposals established by our Bylaws, the Exchange Act and the SEC will not be included.
The submission of a shareholder proposal does not guarantee that it will be included in the proxy statement.
ANNUAL
REPORT
A
copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which has been filed with the
SEC pursuant to the Exchange Act, is being mailed to you along with this Proxy Statement. Additional copies of this Proxy Statement
and/or the Annual Report, as well as copies of any Quarterly Report may be obtained without charge upon written request to Ms.
Adeline Gu, our Chief Financial Officer, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3
rd
Road, Yanta District,
Xi’an City, Shaanxi Province, 710075 China, or on the SEC’s internet website at
www.sec.gov
.
OTHER
MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
Our
Board knows of no matters other than those referred to in this Proxy Statement and in the accompanying Notice of Annual Meeting
of Stockholders. However, if any other matter should be properly presented for consideration and voting at the 2018 Annual Meeting,
it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid
proxy cards in accordance with their judgment of what is in our best interest.
YOUR
VOTE IS IMPORTANT
You
are cordially invited to attend the 2018 Annual Meeting. However, to ensure that your shares are represented at the meeting, please
submit your proxy or voting instructions by mail. Please see the instructions on the proxy and voting instruction card. Submitting
a proxy or voting instructions will not prevent you from attending the 2018 Annual Meeting and voting in person, if you so desire,
but will help the Company secure a quorum and reduce the expense of additional proxy solicitation
.
|
By
Order of the Board of Directors
|
|
|
|
/s/
Guohua Ku
|
|
Guohua
Ku
|
|
Chief
Executive Officer and
|
|
Chairman
of the Board of Directors
|
|
|
|
Xi’an
City, Shaanxi Province, China
|
|
April
27, 2018
|
17
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