CHINA RECYCLING ENERGY CORPORATION

12/
4/F, Tower A

Chang An InternationalC
Rong Cheng Yun Gu Building

No. 88 Nan Guan Zheng Jie

Keji 3rd Road, Yanta District
Xi’an City, Shaanxi Province
China 710075

China 710068NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 22, 2022 AT 10:00 A.M. BEIJING TIME

April 29, 2016

Dear Stockholder:

You are cordially invited to attend the 2016 AnnualNOTICE HEREBY IS GIVEN that a Special Meeting (the “Special Meeting”) of Stockholders of China Recycling Energy Corporation, a Nevada corporation to be held at our principal executive offices, located at 12/F, Tower A, Chang An International Building, No. 88 Nan Guan Zheng Jie, Xi’an City, Shaanxi Province, 710068 China on June 27, 2016, 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, officers, and representatives of our independent registered public accounting firm 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.

Sincerely,

/s/ Guohua Ku                                           

Guohua Ku

Chief Executive Officer and

Chairman of the Board of Directors

CHINA RECYCLING ENERGY CORPORATION

12/F, Tower A

Chang An International Building

No. 88 Nan Guan Zheng Jie

Xi’an City, Shaanxi Province

China 710068

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 27, 2016

NOTICE HEREBY IS GIVEN that the 2016 Annual Meeting of Stockholders of China Recycling Energy Corporation, a Nevada corporation,(the “Company”), will be held at our principal executive offices, located at 12/4/F, Tower A, Chang An InternationalC, Rong Cheng Yun Gu Building, No. 88 Nan Guan Zheng Jie,Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710068710075 China on June 27, 2016,February 22, 2022, at 10:00 a.m. local time, to consider and act upon the following:

Information relating2.      to transact any other business as may properly come before the above matters is set forth inmeeting or at any adjournment thereof.

Our Board of Directors unanimously recommends a vote FOR the attached Proxy Statement. StockholdersName Change (Item 1) described above.

Our Board of Directors has fixed the close of business on January 12, 2022, as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting. Only our shareholders of record at the close of business on April 28, 2016 arethe Record Date will be entitled to receive notice of, and to vote at, the 2016 AnnualSpecial Meeting andor any adjournments or postponements thereof. The proxy statement and accompanying proxy card will first be sent to shareholders beginning on or around February 1, 2022.

By OrderFor entry to the Special Meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the Board of Directors.Record Date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

/s/ Guohua Ku                                

Chief Executive Officer and ChairmanFor ten days before the Special Meeting, a complete list of the Board of Directors

shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relating to the meeting during ordinary business hours at the Company’s executive officers at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, China710075 China.

April 29, 2016

Important Notice RegardingIt is important that your shares are represented at the Availability of Proxy Materials forSpecial Meeting. We urge you to review the

Annual Meeting of Stockholders to be held on June 27, 2016:

Whether attached proxy statement and, whether or not you plan to attend OUR 2016 Annualthe Special Meeting of STOCKHOLDERS,in person, please vote your shares promptly by either completing, signing and returning the accompanying proxy card or casting your vote is important.via facsimile, the Internet or by telephone as directed on the proxy card. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you attend the Special Meeting, you may withdraw your proxy and vote your shares personally.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 2016 ANNUAL MEETING of STOCKHOLDERS, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.

Record Date; Stock Outstanding andShares Entitled to Vote

Our Board has established April 28, 2016fixed the close of business on January 12, 2022, the Record Date, as the record date. Only holdersdate for the determination of shares of the Company’s common stock, par value $.001 per share (“Common Stock”), as of the record date areshareholders entitled to notice of, and to vote at, the 2016 AnnualSpecial Meeting. On the Record Date, 7,102,666 shares of our common stock, par value $0.001 per share (the “Common Stock”), were issued and outstanding. Each outstanding share of common stock entitles the holder thereofCommon Stock is entitled to one vote per share on each matter presentedproposal submitted to our stockholders for approvalvote at the 2016 AnnualSpecial Meeting. At the close of business on April 25, 2016, we had 83,084,035 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 2016 AnnualSpecial Meeting. The presence of at least one-thirdone-third of all of our shares of common stockCommon 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 2016 AnnualSpecial 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,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 2016 AnnualSpecial Meeting.

Assuming that a quorum is present, our stockholders may take action at the annualspecial meeting with the votes described below.

ElectionAmendment to our Articles 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. Incorporation.    The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to voteactually voted on the proposal at the annual meetingSpecial Meeting, provided a quorum is present, is required to ratifyapprove the selectionproposed amendment to our Articles of MJF and Associates, APC as our independent registered public accounting firm.Incorporation. Abstentions and broker non-votesnon-votes will have the effect of a vote “against” the ratificationamendment to our Articles of the appointment of MJF and Associates, APC as our independent registered public accounting firm.Incorporation.

Non-binding advisory vote regarding the compensation of our named executive officers.  The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the annual meeting is required to approve the compensation of our named executive officers. Abstentions and broker non-votes will not be counted as votes approving the compensation of our named executive officers.

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”non-vote” occurs when a broker has not received voting instructions from you on a “non-routine”“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 longernot use discretionary authority to vote your shares on any of the matters to be considered at the 2016 AnnualSpecial Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.

Proxy Solicitation

Voting Procedure; VotingThis solicitation of Proxies; Revocation of Proxies

If your shares are registered directly in your name withproxies is being made by 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 2016 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 2016 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: Mr. Jackie Shi, Chief Financial Officer, at 12/F, Tower A, Chang An International Building, No. 88 Nan Guan Zheng Jie, Xi’an City, Shaanxi Province, 710068 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 Sunday, June 26, 2016.

In Person - stockholders may vote in person at the 2016 Annual Meeting. To vote in person, come to the 2016 Annual MeetingBoard, 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 2016 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 2016 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 FORelection of each nominee for director named herein, FOR ratification of the selection of MJF and Associates, APC as our independent registered public accounting firm, andFOR approval of the compensation of our named executive officers described in this Proxy Statement. 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 2016 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 2016 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 2016 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 2016 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 Mr. Jackie Shi, our Chief Financial Officer, at 12/F, Tower A, Chang An International Building, No. 88 Nan Guan Zheng Jie, Xi’an City, Shaanxi Province, 710068 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 2016 Annual Meeting.

Proxy Solicitation

We will pay for the entire cost of soliciting proxies.preparing and distributing these proxy materials. 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.

Voting Procedure; Voting of Proxies; Revocation of Proxies

HouseholdingIf 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 Special Meeting or vote by proxy using the accompanying proxy card. Whether or not you plan to attend the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Special 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.

SEC rules permit us to deliverBy Telephone — stockholders may vote by calling 1-800-690-6903 (toll-free) with a single proxy statementtouch tone telephone 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 multiplefollowing the recorded instructions.

By Mail — 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 oralmust request a separatepaper 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 statementmaterials to receive a proxy card and annual report, contact Mr. Jackie Shi, our Chief Financial Officer,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, Secretary, at 12/4/F, Tower A, Chang An InternationalC, Rong Cheng Yun Gu Building, No. 88 Nan Guan Zheng Jie,Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710068710075 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. China Time on February 21, 2022.

In Person — stockholders may vote in person at the Special Meeting. To vote in person, come to the Special 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 Special 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 Special 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 the change of Company name. 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 Special 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 Special 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 Special 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 Special 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 Secretary, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China.

3.      You may attend the special meeting and vote in person. However, simply attending the special 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 Special Meeting.

Stockholder List

For at least ten days prior to the meeting, a list of stockholders entitled to vote at the 2016 AnnualSpecial 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 2016 AnnualSpecial Meeting, during ordinary business hours at our principal executive offices. The list will also be available for examination at the 2016 AnnualSpecial Meeting.

Other Business

The Board is not aware of any other matters to be presented at the 2016 AnnualSpecial Meeting other than those mentioned in this Proxy Statement and our accompanying Notice of AnnualSpecial Meeting of Stockholders. If, however, any other matters properly come before the 2016 AnnualSpecial Meeting, the persons named in the accompanying proxy will vote in accordance with their best judgment.

Proposals of Stockholders for 2017 Annual Meeting

Stockholder proposals will be considered for inclusion in the proxy statement for the 2017 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 January 4, 2017.

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 2017 Annual Meeting should be addressed to our Mr. Jackie Shi, our Chief Financial Officer, at our principal executive offices, located at 12/F, Tower A, Chang An International Building, No. 88 Nan Guan Zheng Jie, Xi’an City, Shaanxi Province, 710068 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 2016 Annualthe Special Meeting

Voting results will be published in a Current Report on Form 8-K8-K issued by us within four (4) business days following the annual meeting.Special Meeting.

AMENDMENT TO ARTICLES OF INCORPORATION OF THE COMPANY
TO CHANGE THE NAME OF THE COMPANY FROM CHINA RECYCLING ENERGY
CORPORATION TO SMART POWER CORP.
(Name Change Proposal on Proxy)

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. OurThe Board has fixedunanimously adopted and now recommends for your approval a proposal to amend our Articles of Incorporation to change the number of directors to be elected at the 2016 Annual Meeting at five (5). Vacancies on the Board may be filled only by persons elected by a majorityname of the remaining directors. A director elected by the BoardCompany from China Recycling Energy Corporation to fill a vacancy (including a vacancy created by an increase in the Board of Directors) will serve for the remainderSmart Power Corp. The text of the one year term in which the vacancy occurred and until the director’s successor is elected and qualified.

Our Board currently consistsproposed amendment to our Articles of five (5) members. Our current directors will stand for re-election at the 2016 Annual Meeting. Four of the nominees were previously elected by our stockholders at the 2015 Annual Meeting.One nominee, Ms. LuLu Sun will stand for election for the first time.

If elected as a director at the 2016 Annual Meeting, each of the nominees would serve a one-year term expiring at the 2017 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. Biographical information regarding each of the nomineesIncorporation is set forth below. No family relationships exist among anyin Appendix B to this proxy statement.

We believe the current name of our director nominees or executive officers.

Each ofChina Recycling Energy Corporation no longer accurately reflects 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 25, 2016:

Mr. Guohua Ku was appointed as a director and 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.

Mr. Jackie Shi was appointed as the Chief Financial Officer and Secretaryoperations of the Company, and we believe the proposed name change will better serve the Company’s current business focus. We are currently in May 2015. He studied professional accounting in Universitythe process of New South Wales, Australia from 2001 to 2003,transforming and was awarded his master degree of finance in 2003. He studied public administration at Northwest University of China from 1994 to 1998, and obtained his bachelor degree of law in 1998. Mr. Shi joined Xi’an TCH in 2014 as a VP of Finance and he previously worked as the Director of Investor Relations for Xilan Natural Gas Group from 2005 to 2014. Before that, Mr. Shi worked as the Deputy Financial Manager for a four-star hotel in Sydney, Australia from 2003 to 2004, and worked asexpanding into an assistant to CEO in Shaanxi Qinjing Industrial and Commercial Company from 1998 to 2000.

Mr. Yulong Ding was elected as a director at the 2014 Annual Meeting, and currently serves in instructional and leadership roles at the University of Birmingham (England) since October 2013 where he has served as (i) Director of the Birmingham Centre for Thermal Energy Storage and Birmingham Centre for Cryogenic Energy Storage (October 2013 – present), (ii) Professor of Chemical Engineering (October 2013 – present), and (iii) Highview-Royal Academy of Engineering Professor of Cryogenic Energy Storage (March 2014 – present). Prior to his time at the University of Birmingham, Mr. Ding served as a professor and director of Particle Science & Engineering at the at the University of Leeds, and director of joint energy storage research institute between Universityintegrated solution provider. We actively seek and explore opportunities to apply energy storage technologies to new industries or segments with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV) and wind power stations, remote islands without electricity, and cities with multi-energy supplies. Therefore, we believe that the new name is more in line with our current business strategy and operation.

The name change proposal, if approved by our shareholders, would have the effect of Leeds and Institute of Process Engineering of Chinese Academy of Sciences.

Mr. Geyun Wang was elected as a director atchanging the 2014 Annual Meeting, and healso serves as a Vice Presidentlegal name of the Company. Mr. WangIf the name change is responsible fornot approved, 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 TCHCompany’s legal name will continue to be China Recycling 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.Corporation.

Mr. Cangsang Huang was appointed as a director on March 31, 2015 by the Board to fill the vacancy due to the resignation of Mr. Chungui Shi. Mr. Huang was also appointed as a member of the Corporate Governance and Nominating Committee, the Audit Committee and Compensation Committee of the Board. Mr. Huang has served as Chief Financial Officer of SouFun Holdings Limited (NYSE: SFUN) since January, 2016 and he was the Deputy CFO of SouFun Holdings from October 2015 to January 2016. Mr. Huang has served as Chief Financial Officer ("CFO") and Principal Accounting Officer of China Housing and Land Development, Inc. ("China Housing") from June 2009 to December 2014 and he was the assistant CFO of China Housing from October 2008 to June 2009. From 2007 to 2008, Mr. Huang worked for Collins Stewart LLC in New York City and from 2006 to 2007, Mr. Huang worked for Cantor Fitzgerald & Co. in New York City. From 2001 to 2004, Mr. Huang worked as a project manager at China Communication Construction Company Limited in Guangzhou, China. Mr. Huang received his bachelor degree in economics from Shanghai Maritime University in 2001 in Shanghai, China and his master's degree in statistics from Columbia University in 2006 in New York City. Mr. Huang's extensive experience in financing and accounting as well as with a U.S. listed Chinese company 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 appointed as a director on August 5, 2015 by the board to fill the vacancy due to the resignation of Mr. Albert McLelland. 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.

Mr. Xiaoshan He was appointed as the Vice President in March 2015. He studied securities investment and management at Southwest University of Finance and Economics (in China) from 1992 to 1996 and received his for bachelor degree in 1996. Mr. He joined our subsidiary Xi’an TCH in 2007 and was in charge of marketing and administration. He previously worked as the Manager for Yilong Service Branch, Nanchong Business Department of Hexing Securities from 2002 to 2006, worked as the Head of Asset Management Department for Nanchong Business Department of Hexing Securities from 1999 to 2002, worked as a clerk in Sales Department of Sichuan Nanchong Trust Investment Company for two years from 2003 to 2005, and worked as a future broker for Chengdu Xing Xin Futures Co., Ltd. from 2006 to 2007.

Mr. Bohan Zhang was appointed as the Vice President in charge of Accounting in March, 2015. Mr. Zhang studied accounting for tertiary education at Xi’an Technology Institute in Xi'an China from 1987 to 1990 and studied and majored in accounting from 1995 to 1998 at Northwest University of China and obtained his bachelor degree in 1998. Mr. Zhang attended the SOX404 internal control training and US GAAP training held by PWC Singapore. Mr. Zhang joined our subsidiary Xi’an TCH in 2007 as the head of its Finance and Accounting Department. Mr. Zhang previously worked as the Financial Manager for Xi’an Dapeng Biological Technology Co., Ltd. from 2000 to 2007 and worked as the Financial Manager for a wholly foreign-owned enterprise, Xi'an Tipco Food Co., Ltd. for four years from 1996-2000. Mr. Zhang workedThe change in the Finance and Accounting Department for a large state-owned enterprise, Northwest Medical Equipment Factory, from 1990 to 1995.

All directors hold office untilCompany’s name will not affect 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

Yulong Ding, LuLu Sun and Cangsang Huang 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 2015 fiscal year, our independent directors met 2 times in regularly scheduled executive sessions at which only our independent directors were present.

Board Meetings and Committee Meeting; Annual Meeting Attendance

During the year ended December 31, 2015, the Board held 8 meetings and acted through unanimous consent on 8 different occasions. In addition, the Audit Committee held 4 meetings; the Corporate Governance and Nominating Committee held 1 meeting; and the Compensation Committee held 1 meeting. During the year ended December 31, 2015, 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. All of our then sitting Board members attended the 2015 Annual Meeting.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Yulong Ding, Cangsang Huang 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 Yulong Ding, Cangsang Huang and LuLu Sun, each of whom is independent under NASDAQ listing standards. Mr. Huang serves as chairman of our Audit Committee.

The Board determined that Mr. Huang 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. Huang’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 2015, 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 Yulong Ding, LuLu Sun and Cangsang Huang. Mr. Yulong Ding 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 2015, 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. No member of our Compensation Committee is a current or former officer or employeestatus of the Company or the rights of any shareholder in any respect, or the transferability of stock certificates presently outstanding. The currently outstanding share certificates evidencing shares of the Company’s securities bearing the name China Recycling Energy Corporation will continue to be valid and represent shares of China Recycling Energy Corporation following the name change. In the future, new share certificates will be issued bearing the new name, but this in no way will affect the validity of your current share certificates.

If the proposal is approved by the shareholders, the name change will become effective upon the filing of the amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada. The Company intends to file the amendment promptly after the shareholders approve the name change. The trading symbol of the Company’s Common Stock will remain as “CREG”.

The affirmative vote of at least a majority of shares actually voted on the proposal at the Special Meeting, provided a quorum is present, is required to approve this proposed amendment to the Articles of Incorporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NAME CHANGE PROPOSAL

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

Certain shareholders who share an address are being delivered only one copy of this proxy statement unless the Company or one of its subsidiaries, and no directormailing agents has received contrary instructions. Upon the written or executive officeroral request of a shareholder at a shared address to which a single copy of this proxy statement was delivered, the Company isshall promptly deliver a directorseparate copy of this proxy statement to such shareholder. Written requests should be made to China Recycling Energy Corporation, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, Attention: Corporate Secretary. In addition, if such shareholder wishes to receive separate annual reports, proxy statements or executive officerinformation statements in the future, such shareholder should notify the Company either in writing addressed to the foregoing address or by calling the foregoing telephone number. Shareholders sharing an address who are receiving multiple copies of any other corporation that hasthis proxy statement may request delivery of a directorsingle annual report, proxy statement or executive officer who is alsoinformation statement in the future by directing such request in writing to the address above or calling the foregoing telephone number.

ANNUAL MEETING SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for inclusion in a directorproxy statement for a shareholder meeting subsequent to the Special Meeting should send their written proposals to China Recycling Energy Corporation, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, Attention: Corporate Secretary, within a reasonable time before the solicitation of proxies for such meeting. The timely submission of a proposal does not guarantee its inclusion.

OTHER SHAREHOLDER COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Our board provides a process for shareholders and interested parties to send communications to the Company.

Stockholder Communication with the Board of Directors

Stockholdersboard. Shareholders and interested parties may communicate with the Boardour board, any committee chairperson or our non-management directors as a group by writing to the attentionboard or committee chairperson in care of Mr. Jackie Shi, our Chief Financial Officer,China Recycling Energy Corporation, at 12/4/F, Tower A, Chang An InternationalC, Rong Cheng Yun Gu Building, No. 88 Nan Guan Zheng Jie,Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710068 China.

Code of Ethics

We have adopted a “code of ethics” as defined by regulations promulgated under710075 China, Attention: Corporate Secretary. Each communication will be forwarded, depending on 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 amendmentssubject matter, to the Code of Business Conduct and Ethics, as well as any waivers for executive officersboard, the appropriate committee chairperson or directors, on our website.

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Representatives of MJF and Associates, APC will participate in the 2016 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, 2016.

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, 2015 and 2014 are set forth below. The aggregate fees and expenses included in the Audit category are fees and expenses billed forthe fiscal years for the integrated audit of our annual financial statements and review of our interim financial statements and statutory and regulatory filings. The aggregate fees and expenses included in each of the other categories are fees and expenses billed inthe fiscal years.

Appendix B