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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/07/21 China Recycling Energy Corp. S-1/A 10/06/21 96:12M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 HTML 1.84M
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 247K
3: EX-4.1 Specimen Common Stock Certificate HTML 25K
4: EX-10.43 Promissory Note Dated as of December 4, 2020 by HTML 48K
and Between China Recycling Energy Corporation and
Streeterville Capital, LLC
5: EX-10.44 Exchange Agreements Dated as of August 24, 2021 by HTML 45K
and Between China Recycling Energy Corporation and
Streeterville Capital, LLC
6: EX-10.45 Exchange Agreements Dated as of August 31, 2021 by HTML 47K
and Between China Recycling Energy Corporation and
Streeterville Capital, LLC
7: EX-23.1 Consent of Prager Metis. HTML 26K
14: R1 Document And Entity Information HTML 43K
15: R2 Consolidated Balance Sheets HTML 178K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 38K
17: R4 Consolidated Statements of Operations and HTML 111K
Comprehensive Loss (Unaudited)
18: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 151K
19: R6 Consolidated Statements of Stockholders? Equity HTML 119K
(Unaudited)
20: R7 Organization and Description of Business HTML 81K
21: R8 Summary of Significant Accounting Policies HTML 121K
22: R9 Other Receivables HTML 31K
23: R10 Asset Subject to Buyback HTML 35K
24: R11 Taxes Payable HTML 39K
25: R12 Accrued Liabilities and Other Payables HTML 38K
26: R13 Deferred Tax, Net HTML 45K
27: R14 Loan Payable HTML 74K
28: R15 Related Party Transactions HTML 32K
29: R16 Note Payable, Net HTML 49K
30: R17 Shares Issued for Equity Financing and Stock HTML 63K
Compensation
31: R18 Income Tax HTML 64K
32: R19 Stock-Based Compensation Plan HTML 49K
33: R20 Statutory Reserves HTML 56K
34: R21 Contingencies HTML 33K
35: R22 Commitments HTML 55K
36: R23 Subsequent Events HTML 34K
37: R24 Investment in Sales-Type Leases, Net HTML 33K
38: R25 Refundable Deposits from Customers for Systems HTML 29K
Leasing
39: R26 Accounting Policies, by Policy (Policies) HTML 174K
40: R27 Summary of Significant Accounting Policies HTML 38K
(Tables)
41: R28 Taxes Payable (Tables) HTML 36K
42: R29 Accrued Liabilities and Other Payables (Tables) HTML 37K
43: R30 Deferred Tax, Net (Tables) HTML 42K
44: R31 Shares Issued for Equity Financing and Stock HTML 46K
Compensation (Tables)
45: R32 Income Tax (Tables) HTML 55K
46: R33 Stock-Based Compensation Plan (Tables) HTML 46K
47: R34 Statutory Reserves (Tables) HTML 50K
48: R35 Commitments (Tables) HTML 49K
49: R36 Investment in Sales-Type Leases, Net (Tables) HTML 34K
50: R37 Asset Subject to Buyback and Construction in HTML 31K
Progress (Tables)
51: R38 Loans Payable (Tables) HTML 33K
52: R39 Organization and Description of Business (Details) HTML 240K
53: R40 Summary of Significant Accounting Policies HTML 92K
(Details)
54: R41 Summary of Significant Accounting Policies HTML 40K
(Details) - Schedule of property and equipment
estimated lives
55: R42 Other Receivables (Details) HTML 39K
56: R43 Asset Subject to Buyback (Details) HTML 45K
57: R44 Taxes Payable (Details) HTML 35K
58: R45 Taxes Payable (Details) - Schedule of taxes HTML 39K
payable
59: R46 Accrued Liabilities and Other Payables (Details) - HTML 38K
Schedule of accrued liabilities and other payables
60: R47 Deferred Tax, Net (Details) - Schedule of deferred HTML 40K
tax liability
61: R48 Loan Payable (Details) HTML 201K
62: R49 Related Party Transactions (Details) HTML 36K
63: R50 Note Payable, Net (Details) HTML 189K
64: R51 Shares Issued for Equity Financing and Stock HTML 127K
Compensation (Details)
65: R52 Shares Issued for Equity Financing and Stock HTML 75K
Compensation (Details) - Schedule of warrant
activity
66: R53 Income Tax (Details) HTML 40K
67: R54 Income Tax (Details) - Schedule of reconciles U.S. HTML 40K
statutory rates to effective tax rate
68: R55 Income Tax (Details) - Schedule of provision for HTML 36K
income tax expense
69: R56 Stock-Based Compensation Plan (Details) HTML 28K
70: R57 Stock-Based Compensation Plan (Details) - Schedule HTML 68K
of option activity with respect to employees and
independent directors
71: R58 Statutory Reserves (Details) HTML 48K
72: R59 Statutory Reserves (Details) - Schedule of maximum HTML 56K
statutory reserve amount
73: R60 Commitments (Details) HTML 59K
74: R61 Commitments (Details) - Schedule of lease cost HTML 37K
75: R62 Commitments (Details) - Schedule of lease cost HTML 32K
,lease term
76: R63 Commitments (Details) - Schedule of maturities of HTML 40K
the office lease liabilities
77: R64 Subsequent Events (Details) HTML 71K
78: R65 Summary of Significant Accounting Policies HTML 43K
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79: R66 Summary of Significant Accounting Policies HTML 40K
(Details) - Schedule of property and equipment
estimated lives
80: R67 Investment in Sales-Type Leases, Net (Details) - HTML 44K
Schedule of net investment in sales-type leases
81: R68 Asset Subject to Buyback and Construction in HTML 36K
Progress (Details) - Schedule of construction in
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82: R69 Taxes Payable (Details) - Schedule of taxes HTML 39K
payable
83: R70 Accrued Liabilities and Other Payables (Details) - HTML 38K
Schedule of accrued liabilities and other payables
84: R71 Deferred Tax, Net (Details) - Schedule of deferred HTML 50K
tax liability
85: R72 Loans Payable (Details) - Schedule of HTML 46K
reconciliation of repayment of HYREF loan
(Entrusted Loan)
86: R73 Refundable Deposits from Customers for Systems HTML 29K
Leasing (Details)
87: R74 Shares Issued for Equity Financing and Stock HTML 84K
Compensation (Details) - Schedule of warrant
activity
88: R75 Income Tax (Details) - Schedule of reconciles U.S. HTML 42K
statutory rates to effective tax rate
89: R76 Income Tax (Details) - Schedule of provision for HTML 38K
income tax expense
90: R77 Stock-Based Compensation Plan (Details) - Schedule HTML 71K
of option activity with respect to employees and
independent directors
91: R78 Statutory Reserves (Details) - Schedule of maximum HTML 59K
statutory reserve amount
92: R79 Commitments (Details) - Schedule of lease cost HTML 37K
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9: EX-101.CAL XBRL Calculations -- creg-20210630_cal XML 149K
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Exhibit 10.43
PROMISSORY NOTE
| Effective Date: December 4, 2020 | U.S. $3,150,000.00 |
FOR VALUE RECEIVED, CHINA RECYCLING ENERGY CORPORATION, a Nevada corporation (“Borrower”), promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $3,150,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum simple interest from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, and shall be payable in accordance with the terms of this Note. This Promissory Note (this “Note”) is issued and made effective as of December 4, 2020 (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated December 4, 2020, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
1. Payment; Prepayment.
1.1. Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection, if any, then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal hereunder.
1.2. Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due; provided that in the event Borrower elects to prepay all or any portion of the Outstanding Balance it shall pay to Lender 125% of the portion of the Outstanding Balance Borrower elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.
2. Security. This Note is unsecured.
3. Redemption. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note up to $500,000.00 (such amount, the “Redemption Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month so long as the aggregate amount being redeemed in such month does not exceed $500,000.00. Upon receipt of any Redemption Notice, Borrower shall pay the applicable Redemption Amount in cash to Lender within three (3) Trading Days of Borrower’s receipt of such Redemption Notice. The first time Borrower fails to pay the applicable Redemption Amount in cash to Lender within three (3) Trading Days of Borrower’s receipt of a Redemption Notice, then the Outstanding Balance will automatically be increased by twenty-five percent (25%). For the avoidance of doubt, the first such failure to timely pay a Redemption Amount will not be considered an Event of Default hereunder, but each subsequent failure to pay a Redemption Amount thereafter will be considered an Event of Default hereunder.
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4. Defaults and Remedies.
4.1. Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (h) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; (k) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements. Notwithstanding the foregoing, the occurrence of the events described in Section 4.1(g) – (m) above shall not be considered an Event of Default if such event is cured within five (5) Trading Days of the occurrence of such event.
4.2. Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b), (c), (d), (e) or (f) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
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5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.
6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel.
8. Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
9. Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
10. Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.
11. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
12. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred by Lender to any of its affiliates without the consent of Borrower, so long as such transfer is in accordance with applicable federal and state securities laws.
13. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
14. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages.
15. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
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3
In WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
| BORROWER: | ||
| CHINA RECYCLING ENERGY CORPORATION | ||
| By: | /s/ Guohua Ku | |
| Guohua Ku | ||
| Chairman and Chief Executive Officer | ||
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
STREETERVILLE CAPITAL, LLC
By: Streeterville Management, LLC, its Manager
|
By: |
/s/ John Fife |
|
| John Fife, President |
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ATTACHMENT 1
DEFINITIONS
For purposes of this Note, the following terms shall have the following meanings:
A1. “Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by 25% and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred. For the avoidance of doubt, the Default Effect may only be applied once.
A2. “Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or reverse splits of its outstanding and authorized shares of Common Stock to meet Nasdaq listing requirements or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.
A3. “Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.
A4. “OID” means an original issue discount.
A5. “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower’s ongoing business operations.
A6. “Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees incurred under this Note.
A7. “Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.
A8. “Trading Day” means any day on which the New York Stock Exchange (or such other principal market for the Common Stock) is open for trading.
[Remainder of page intentionally left blank]
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/7/21 | None on these Dates | ||
| Filed on: | 10/6/21 | |||
| 12/4/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/24 Smart Powerr Corp. 10-Q 3/31/24 73:4.7M EdgarAgents LLC/FA 4/11/24 Smart Powerr Corp. 10-K 12/31/23 76:5.6M EdgarAgents LLC/FA 11/13/23 Smart Powerr Corp. 10-Q 9/30/23 73:5M EdgarAgents LLC/FA 8/11/23 Smart Powerr Corp. 10-Q 6/30/23 75:5M EdgarAgents LLC/FA 6/21/23 Smart Powerr Corp. 10-Q 3/31/23 75:5.1M EdgarAgents LLC/FA 5/08/23 Smart Powerr Corp. 10-K 12/31/22 80:6.1M EdgarAgents LLC/FA 10/11/22 Smart Powerr Corp. 10-Q 6/30/22 74:5.7M EdgarAgents LLC/FA 10/11/22 Smart Powerr Corp. 10-Q 3/31/22 74:4.7M EdgarAgents LLC/FA 9/13/22 Smart Powerr Corp. 10-K 12/31/21 77:6.5M EdgarAgents LLC/FA 12/06/21 Smart Powerr Corp. S-1/A 12/03/21 95:11M EdgarAgents LLC/FA |