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Washington, DC 20549



(Amendment No. 1)




Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 15, 2019


(Exact name of registrant as specified in its charter)


Nevada   000-12536   90-0093373
(State or other jurisdiction
of incorporation)
  (Commission File
  (IRS Employer
Identification No.)


4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaanxi Province

China 710075
 (Address of principal executive offices, including zip code)


(86-29) 8765-1097

(Registrant’s telephone number,
including area code)


Not Applicable

(Former name or former address, if changed
since last report.)


Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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.    ☐




Explanatory Note


As previously reported in a Current Report on Form 8-K, filed on April 15, 2019 (the “Form 8-K”), China Recycling
Energy Corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain investors named on the signature pages thereto (the “Investors”) pursuant to which the Company agreed
to sell to the Investors, and the Investors agreed to purchase from the Company, in a registered direct offering an aggregate
of 2,359,272 shares (the “Shares”) of the Company’s common stock, par value $0.001, at a purchase price
of $0.80 per share, for aggregate gross proceeds to the Company of $1,887,417.60 (the “Offering”).


This Amendment No. 1 to Form 8-K (the “Amendment”)
is being filed solely to supplement the exhibits to the Form 8-K with a copy of the opinion of Garvey Schubert Barer, P.C., relating
to the validity of the Shares issued in the Offering. A copy of the opinion is filed as Exhibit 5.1 hereto. Except as expressly
described herein, this Amendment does not change any of the disclosure contained in the Form 8-K.


Item 9.01 Financial Statements and Exhibits







Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.


  China Recycling Energy Corporation
Date: April 16, 2019 By: /s/ Guohua Ku
  Name: Guohua Ku
  Title: Chairman & Chief Executive Officer




Exhibit 5.1


April 16, 2019


Board of Directors

China Recycling Energy Corporation

4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaanxi Province

China 710075


Ladies and Gentlemen:


We have acted as counsel
to China Recycling Energy Corporation (the “Company”) in connection with the offer and sale by the Company of
up to 2,359,272 shares of the Company’s common stock (the “Shares”) pursuant to a Securities Purchase
Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto.  The
Shares are being offered for sale pursuant to the Company’s registration statement on Form S-3 (File No. 333-221868)
(the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations
promulgated thereunder, the prospectus, dated December 1, 2017 (the “Prospectus”), and the Prospectus Supplement
filed pursuant to Rule 424(b) under the Securities Act, dated April 15, 2019 (the Prospectus Supplement).


connection with this opinion, we have examined the Purchase Agreement, the Registration Statement, the Prospectus and the Prospectus
Supplement. In addition, we have reviewed such corporate records and documents and made such examination of law as we have deemed
appropriate to give the opinion expressed below. In making all of our examinations, we assumed
the genuineness of all signatures, the authority of the persons who executed such documents, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due
execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities
is a prerequisite to the effectiveness of such documents. As to various factual matters that are material to our opinion letter,
we have relied upon certificates of public officials and certificates, resolutions, documents, statements and other information
of the Company or its representatives. We have not independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.


opinion is limited to applicable statutory provisions of
Chapter 78 of the Nevada Revised Statutes (the “NRS”)
and federal laws of the United States of America to the extent referred to specifically herein.  
We are generally familiar with the NRS as currently in effect and have made such inquiries and review of matters of fact and law
as we determined necessary to render the opinions contained herein. We assume no obligation to revise or supplement this opinion
letter in the event of future changes in such laws or the interpretations thereof or such facts.  We express no other
opinion regarding the Securities Act, or any other federal or state laws or regulations.


Based on the foregoing,
and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, upon the issuance
and sale of the Shares in accordance with the Purchase Agreement, and as described in the Registration Statement, the Prospectus
and the Prospectus Supplement, the Shares will be validly issued, fully paid and non-assessable.


opinion may be implied or inferred beyond the opinions expressly stated in the paragraph immediately above.  Our opinion expressed
herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof that may affect our opinions expressed herein.


consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K and to the inclusion of this opinion
as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in
the Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations thereunder.  




/s/ Garvey Schubert Barer, P.C.



A professional service corporation







Original Source


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