Item 1.01 Entry into a Material Definitive Agreement

On December 16, 2019, China Recycling Energy Corporation, a Nevada corporation (the "Company"), entered into an Exchange Agreement (the "Agreement") with Iliad Research and Trading, L.P., a Utah limited partnership (the "Lender").

Pursuant to the Agreement, the Company and Lender agreed to partition a new Promissory Note in the original principal amount of $120,000 (the "Partitioned Note") from a Promissory Note (the "Note") issued by the Company on April 14, 2019, which was exchanged from a Convertible Note originally issued by Company on January 31, 2019 and then the outstanding balance of the Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. The Company and Lender further agreed to exchange the Partitioned Note for the delivery of 400,000 shares of the Company's Common Stock, par value $0.001 according to the terms and conditions of the Agreement.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed with this report.





Exhibits
Number     Description
10.1         Exchange Agreement by and between China Recycling Energy Corporation
           and Iliad Research and Trading, L.P. dated December 16, 2019




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