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OFFON

CHINA RECYCLING ENERGY CORPORATION

(CREG)
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CHINA RECYCLING ENERGY : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

05/17/2021 | 11:41am EST

Note Regarding Forward-Looking Statements




This quarterly report on Form 10-Q and other reports filed by the Company from
time to time with the SEC (collectively the "Filings") contain or may contain
forward-looking statements and information that are based upon beliefs of, and
information currently available to, Company's management as well as estimates
and assumptions made by Company's management. Readers are cautioned not to place
undue reliance on these forward-looking statements, which are only predictions
and speak only as of the date hereof. When used in the filings, the words "may",
"will", "should", "would", "anticipate", "believe", "estimate", "expect",
"future", "intend", "plan", or the negative of these terms and similar
expressions as they relate to Company or Company's management identify
forward-looking statements. Such statements reflect the current view of Company
with respect to future events and are subject to risks, uncertainties,
assumptions, and other factors (including the statements in the section "results
of operations" below), and any businesses that Company may acquire. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended, or planned.



Although the Company believes the expectations reflected in the forward-looking
statements are based on reasonable assumptions, the Company cannot guarantee
future results, levels of activity, performance, or achievements. Except as
required by applicable law, including the securities laws of the United States,
the Company does not intend to update any of the forward-looking statements to
conform these statements to actual results. Readers are urged to carefully
review and consider the various disclosures made throughout the entirety of
annual report, which attempts to advise interested parties of the risks and
factors that may affect our business, financial condition, results of
operations, and prospects.



Our financial statements are prepared in US Dollars and in accordance with accounting principles generally accepted in the United States. See "Foreign Currency Translation and Comprehensive Income (Loss)" below for information concerning the exchange rates at which Renminbi ("RMB") were translated into US Dollars ("USD") at various pertinent dates and for pertinent periods.



OVERVIEW



China Recycling Energy Corporation (the "Company" or "CREG") was incorporated on
May 8, 1980. On March 8, 2007, the Company again changed its name from China
Digital Wireless, Inc. to its current name, China Recycling Energy Corporation.
The Company, through its subsidiaries, sells and leases energy saving systems
and equipment to its customers in the People's Republic of China ("PRC").
Typically, the Company transfers ownership of the waste energy recycling power
generating projects to its customers at the end of each sales-type lease and
provides financing to its customers for the cost of the projects as described
below.


The Company is in the process of transforming and expanding into an energy
storage integrated solution provider. We plan to pursue disciplined and targeted
expansion strategies for market areas we currently do not serve. 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 smart energy cities with
multi-energy supplies.



In December 2019, a novel strain of coronavirus (COVID-19) was reported and the
World Health Organization has declared the outbreak to constitute a "Public
Health Emergency of International Concern." This pandemic, which continues to
spread to additional countries, and is disrupting supply chains and affecting
production and sales across a range of industries as a result of quarantines,
facility closures, and travel and logistics restrictions in connection with the
outbreak. However, as a result of PRC government's effort on disease control,
the outbreak in China is under the control. As of this report date, there are
some new Covid-19 cases discovered in a few provinces of China, however, the
number of new cases is not significant due to PRC government's strict control.



                                       27





For the three months ended March 31, 2021 and 2020, the Company had a net loss
of $277,224 and $598,551, respectively. The Company has an accumulated deficit
of $43.31 million as of March 31, 2021. The Company is in the process of
transforming and expanding into an energy storage integrated solution provider
as described above.


The historical operating results indicate substantial doubt exists related to
the Company's ability to continue as a going concern. However, the Company had
$144.07 million cash on hand at March 31, 2021 as a result of collection the
full payment from all the projects that were disposed earlier, this satisfies
the Company's estimated liquidity needs 12 months from the issuance of the
financial statements. The Company believes that the actions discussed above are
probable of occurring and the occurrence, as well as the cash flow discussed,
mitigate the substantial doubt raised by its historical operating results.



Management also intends to raise additional funds by way of a private or public
offering, or by obtaining loans from banks or others. While the Company believes
in the viability of its strategy to generate sufficient revenue and in its
ability to raise additional funds on reasonable terms and conditions, there can
be no assurances to that effect. The ability of the Company to continue as a
going concern is dependent upon the Company's ability to further implement its
business plan and generate sufficient revenue and its ability to raise
additional funds by way of a public or private offering, or debt financing
including bank loans.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES




Our management's discussion and analysis of our financial condition and results
of operations are based on our consolidated financial statements ("CFS"), which
were prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP"). The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements as well as the
reported net sales and expenses during the reporting periods. On an ongoing
basis, we evaluate our estimates and assumptions. We base our estimates on
historical experience and various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



While our significant accounting policies are more fully described in Note 2 to
our CFS, we believe the following accounting policies are the most critical to
assist you in fully understanding and evaluating this management discussion
and
analysis.



Basis of Presentation


These accompanying CFS were prepared in accordance with US GAAP and pursuant to the rules and regulations of the SEC for financial statements.



Basis of Consolidation



The CFS include the accounts of CREG and, its subsidiary, Sifang Holdings and
Yinghua; Sifang Holdings' wholly-owned subsidiaries, Huahong and Shanghai TCH;
Shanghai TCH's wholly-owned subsidiary Xi'an TCH; and Xi'an TCH's subsidiaries,
Erdos TCH, Zhonghong, and Zhongxun. Substantially all of the Company's revenues
are derived from the operations of Shanghai TCH and its subsidiaries, which
represent substantially all of the Company's consolidated assets and liabilities
as of March 31, 2020. All significant inter-company accounts and transactions
were eliminated in consolidation.



Use of Estimates



In preparing the CFS, management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance sheets as well as
revenues and expenses during the year reported. Actual results may differ from
these estimates.


Concentration of Credit Risk

Cash includes cash on hand and demand deposits in accounts maintained within China. Balances at financial institutions within China are not covered by insurance. The Company has not experienced any losses in such accounts.



                                       28





Certain other financial instruments, which subject the Company to concentration
of credit risk, consist of accounts and other receivables. The Company does not
require collateral or other security to support these receivables. The Company
conducts periodic reviews of its customers' financial condition and customer
payment practices to minimize collection risk on accounts receivable.



The operations of the Company are located in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC.



Accounts Receivable


As of March 31, 2021, the Company had gross accounts receivable of $340,553 from
Erdos TCH for the electricity sold, and had bad debt allowance of $34,055 for
Erdos TCH due to not making the payments as scheduled.



Investment in sales-type leases, net

The Company maintains reserves for potential credit losses on receivables.
Management reviews the composition of receivables and analyzes historical bad
debts, customer concentrations, customer credit worthiness, current economic
trends and changes in customer payment patterns to evaluate the adequacy of
these reserves. Based on an evaluation of the collectability of such
receivables, as of March 31, 2021, the Company had bad debt allowance for net
investment receivable on sales-type leases of $0.



Revenue Recognition


Sales-type Leasing and Related Revenue Recognition




On January 1, 2019, the Company adopted Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") Topic 842 using the modified
retrospective transition approach by applying the new standard to all leases
existing at the date of initial application. Results and disclosure requirements
for reporting periods beginning after January 1, 2019 are presented under ASC
Topic 842, while prior period amounts have not been adjusted and continue to be
reported in accordance with our historical accounting under Topic 840. (See
Operating lease below as relates to the Company as a lessee). The Company's
sales type lease contracts for revenue recognition fall under ASC 842. During
the three months ended March 31, 2021 and 2020, the Company did not sell any new
power generating projects.



The Company constructs and leases waste energy recycling power generating
projects to its customers. The Company typically transfers ownership of the
waste energy recycling power generating projects to its customers at the end of
the lease. Prior to January 1, 2019, the investment in these projects was
recorded as investment in sales-type leases in accordance with ASC Topic 840,
"Leases," and its various amendments and interpretations.



The Company finances construction of waste energy recycling power generating
projects. The sales and cost of sales are recognized at the inception of the
lease, which is when the control is transferred to the lessee. The Company
accounts for the transfer of control as a sales type lease in accordance with
ASC 842-10-25-2. The underlying asset is derecognized, and revenue is recorded
when collection of payments is probable. This is in accordance with the revenue
recognition principle in ASC 606 -Revenue from contracts with customers. The
investment in sales-type leases consists of the sum of the minimum lease
payments receivable less unearned interest income and estimated executory cost.
Minimum lease payments are part of the lease agreement between the Company (as
the lessor) and the customer (as the lessee). The discount rate implicit in the
lease is used to calculate the present value of minimum lease payments. The
minimum lease payments consist of the gross lease payments net of executory
costs and contingent rentals, if any. Unearned interest is amortized to income
over the lease term to produce a constant periodic rate of return on net
investment in the lease. While revenue is recognized at the inception of the
lease, the cash flow from the sales-type lease occurs over the course of the
lease, which results in interest income and reduction of receivables. Revenue is
recognized net of sales tax.



Contingent Rental Income


The Company records the income from actual electricity usage in addition to minimum lease payment of each project as contingent rental income in the period earned. Contingent rent is not part of minimum lease payments.



                                       29




Foreign Currency Translation and Comprehensive Income (Loss)

The Company's functional currency is RMB. For financial reporting purposes, RMB
figures were translated into USD as the reporting currency. Assets and
liabilities are translated at the exchange rate in effect on the balance sheet
date. Revenues and expenses are translated at the average rate of exchange
prevailing during the reporting period. Translation adjustments arising from the
use of different exchange rates from period to period are included as a
component of stockholders' equity as "Accumulated other comprehensive income."
Gains and losses from foreign currency transactions are included in income.
There has been no significant fluctuation in exchange rate for the conversion of
RMB to USD after the balance sheet date.



The Company uses "Reporting Comprehensive Income" (codified in FASB ASC Topic
220). Comprehensive income is comprised of net income and all changes to the
statements of stockholders' equity, except those due to investments by
stockholders, changes in paid-in capital and distributions to stockholders.


RESULTS OF OPERATIONS


Comparison of three months ended March 31, 2021 and 2020

The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.




                                                2021         % of Sales          2020         % of Sales
Sales - contingent rental income             $        -                 - %
  $        -                 - %
Cost of sales                                         -                 - %            -                 - %
Gross profit                                          -                 - %            -                 - %
Interest income on sales-type leases                  -                 - %
           -                 - %
Total operating income                                -                 - %            -                 - %
Total operating expenses                        273,092                 - %      154,178                 - %
Loss from operations                           (273,092 )               - %     (154,178 )               - %
Total non-operating income (expenses), net          993                 - %
    (444,373 )               - %
Loss before income tax                         (272,099 )               - %     (598,551 )                 %
Income tax expense                                5,125                 - %            -                 - %
Net loss                                     $ (277,224 )               - %   $ (598,551 )               - %



SALES. Total sales for the three months ended March 31, 2021 and 2020 were $0.

COST OF SALES. Cost of sales ("COS") for the three months ended March 31, 2021 and 2020 were $0.

GROSS PROFIT. Gross income for the three months ended March 31, 2021 and 2020 were $0 with gross margin of 0%.




OPERATING EXPENSES. Operating expenses consisted of general and administrative
expenses, totaling $273,092 for the three months ended March 31, 2021, compared
to $154,178 for the three months ended March 31, 2020, an increase of $118,914
or 77%. The increase was mainly due to increased payroll expense by $25,000,
increased audit and related fee by $53,000 and other administrative expenses.



NET NON-OPERATING INCOME (EXPENSES). Net non-operating income (expenses)
consisted of loss on note conversion, interest income, interest expenses and
miscellaneous expenses. For the three months ended March 31, 2021, net
non-operating income was $993 compared to non-operating expense of $444,373 for
the three months ended March 31, 2020. For the three months ended March 31,
2021, we had $83,696 interest income, but the amount was offset by $82,086
interest expense on entrusted loan and note payable, and other expense of $617.
For the three months ended March 31, 2020, we had $27,006 interest income, but
the amounts were offset by a $355,244 interest expense on entrusted loan and
note payable, $103,167 loss on note conversion and other expense of $12,968.



                                       30





INCOME TAX EXPENSE. Income tax expense was $5,125 for the three months ended
March 31, 2021, compared with $0 for the three months ended March 31, 2020. The
consolidated effective income tax rates for the three months ended March 31,
2021and 2020 were 1.9% and 0%, respectively.



NET LOSS. Net loss for three months ended March 31, 2021 was $277,224 compared
to net loss of $598,551 for the three months ended March 31, 2020, a decrease of
loss of $321,327. This decrease in net loss was mainly due to decreased interest
expense by $273,158, decreased loss on note conversion by $103,167, and
increased interest income by $56,690, despite we had increased operating expense
by $118,914.


LIQUIDITY AND CAPITAL RESOURCES

Comparison of three months Ended March 31, 2021 and 2020




As of March 31, 2021, the Company had cash and equivalents of $144.07 million,
other current assets of $575,214, current liabilities of $38.56 million, working
capital of $106.08 million, a current ratio of 3.75:1 and a liability-to-equity
ratio of 0.35:1.


The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2021 and 2020:



                                  2021             2020
Cash provided by (used in):
Operating Activities          $   (819,056 )   $ 39,650,520
Investing Activities                     -                -
Financing Activities            38,253,041                -



Net cash used in operating activities was $819,056 during the three months ended
March 31, 2021, compared to $39.65 million cash provided by operating activities
for the three months ended March 31, 2020. The decrease in net cash inflow for
the three months ended March 31, 2021was mainly due to our cash collection of
sales type leases of Pucheng systems by $13.98 million, and cash collection of
accounts receivable by $25.79 million for selling / disposing Huayu, Shenqiu,
Zhongtai and Tian'an systems that were occurred in the three months ended March
31, 2020.


Net cash provided by (used in) investing activities was $0 and $0, respectively, for the three months ended March 31, 2021 and 2020.




Net cash provided by financing activities was $38,253,041 compared to net cash
used in financing activities of $0 during the three months ended March 31, 2021
and 2020, respectively. The cash inflow for the three months ended March 31,
2021 was the proceeds from a private placement of $38,253,041.



On February 23, 2021, the Company entered into certain securities purchase
agreements with several non-U.S. investors (the "Purchasers"), pursuant to which
the Company agreed to sell to the Purchasers, an aggregate of up to 3,320,000
shares of common stock of the Company, at $11.522 per share, which is the
five-day average closing price immediately prior to signing the Purchase
Agreements. One of the purchaser is the Company's CEO (also is the Company's
Chairman), he purchased 1,000,000 common shares of the Company. On March 11,
2021, the Company received approximately $38.25 million proceeds from the
issuance of 3,320,000 shares under the securities purchase agreements, there was
no any fees paid in connection with this financing. In April 2021, the Company's
CEO amended the number of shares that he would purchase from 1,000,000 shares to
940,000 shares; accordingly, total number of shares sold in this offering became
3,260,000 shares. The Company returned $691,320 extra proceeds that were
received earlier to the Company's CEO in April 2021.



We do not believe inflation has had or will have a significant negative impact on our results of operations in 2021.



                                       31




Transfers of Cash to and from Our Subsidiaries




The PRC has currency and capital transfer regulations that require us to comply
with certain requirements for the movement of capital. The Company is able to
transfer cash (US Dollars) to its PRC subsidiaries through: (i) an investment
(by increasing the Company's registered capital in a PRC subsidiary), or (ii) a
stockholder loan. The Company's subsidiaries in the PRC have not transferred any
earnings or cash to the Company to date. The Company's business is primarily
conducted through its subsidiaries. The Company is a holding company and its
material assets consist solely of the ownership interests held in its PRC
subsidiaries. The Company relies on dividends paid by its subsidiaries for its
working capital and cash needs, including the funds necessary: (i) to pay
dividends or cash distributions to its stockholders, (ii) to service any debt
obligations and (iii) to pay operating expenses. As a result of PRC laws and
regulations (noted below) that require annual appropriations of 10% of after-tax
income to be set aside in a general reserve fund prior to payment of dividends,
the Company's PRC subsidiaries are restricted in that respect, as well as in
others respects noted below, in their ability to transfer a portion of their net
assets to the Company as a dividend.



With respect to transferring cash from the Company to its subsidiaries,
increasing the Company's registered capital in a PRC subsidiary requires the
filing of the local commerce department, while a stockholder loan requires a
filing with the state administration of foreign exchange or its local bureau.



With respect to the payment of dividends, we note the following:

1. PRC regulations currently permit the payment of dividends only out of

accumulated profits, as determined in accordance with accounting standards

and PRC regulations (an in-depth description of the PRC regulations is set

forth below);

2. Our PRC subsidiaries are required to set aside, at a minimum, 10% of their

net income after taxes, based on PRC accounting standards, each year as

statutory surplus reserves until the cumulative amount of such reserves

     reaches 50% of their registered capital;

  3. Such reserves may not be distributed as cash dividends;

4. Our PRC subsidiaries may also allocate a portion of their after-tax profits

to fund their staff welfare and bonus funds; except in the event of a

liquidation, these funds may also not be distributed to stockholders; the

Company does not participate in a Common Welfare Fund;

5. The incurrence of debt, specifically the instruments governing such debt, may

restrict a subsidiary's ability to pay stockholder dividends or make other

     cash distributions; and

  6. The Company is subject to covenants and consent requirements.




If, for the reasons noted above, our subsidiaries are unable to pay stockholder
dividends and/or make other cash payments to the Company when needed, the
Company's ability to conduct operations, make investments, engage in
acquisitions, or undertake other activities requiring working capital may be
materially and adversely affected. However, our operations and business,
including investment and/or acquisitions by our subsidiaries within China, will
not be affected as long as the capital is not transferred in or out of the
PRC.



PRC Regulations



In accordance with PRC regulations on Enterprises with Foreign Investment and
their articles of association, a foreign-invested enterprise ("FIE") established
in the PRC is required to provide statutory reserves, which are appropriated
from net profit, as reported in the FIE's PRC statutory accounts. A FIE is
required to allocate at least 10% of its annual after-tax profit to the surplus
reserve until such reserve has reached 50% of its respective registered capital
(based on the FIE's PRC statutory accounts). The aforementioned reserves may
only be used for specific purposes and may not be distributed as cash dividends.
Until such contribution of capital is satisfied, the FIE is not allowed to
repatriate profits to its stockholders, unless approved by the State
Administration of Foreign Exchange. After satisfaction of this requirement, the
remaining funds may be appropriated at the discretion of the FIE's board of
directors. Our subsidiary, Shanghai TCH, qualifies as a FIE and is therefore
subject to the above-mandated regulations on distributable profits.



                                       32





Additionally, in accordance with PRC corporate law, a domestic enterprise is
required to maintain a surplus reserve of at least 10% of its annual after-tax
profit until such reserve has reached 50% of its respective registered capital
based on the enterprise's PRC statutory accounts. The aforementioned reserves
can only be used for specific purposes and may not be distributed as cash
dividends. Xi'an TCH, Huahong, Zhonghong and Erdos TCH were established as
domestic enterprises; therefore, each is subject to the above-mentioned
restrictions on distributable profits.



As a result of PRC laws and regulations that require annual appropriations of
10% of after-tax income to be set aside, prior to payment of dividends, in a
general reserve fund, the Company's PRC subsidiaries are restricted in their
ability to transfer a portion of their net assets to the Company as a dividend
or otherwise.


Chart of the Company's Statutory Reserve

Pursuant to PRC corporate law, effective January 1, 2006, the Company is required to maintain a statutory Pursuant to PRC corporate law, effective January 1, 2006, the Company is required to maintain a statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings. Our restricted and unrestricted retained earnings under US GAAP are set forth below:




                                                                            As of
                                                                 March 31,       December 31,
                                                                   2021     

2020

Unrestricted retained earnings (accumulated deficit)           $ (43,305,227 )   $ (43,026,465 )
Restricted retained earnings (surplus reserve fund)               15,156,580        15,155,042
Total retained earnings (accumulated deficit)                  $ 

(28,148,647 ) $ (27,871,423 )

OFF-BALANCE SHEET ARRANGEMENTS




We have not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and classified as
stockholders' equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.



CONTRACTUAL OBLIGATIONS


The Company's contractual obligations as of March 31, 2021 are as follows:



                                                      1 year or       More than          See Note
Contractual Obligation                                   less           1 year         (for details)
Notes payable including accrued interest of
$81,968, net of unamortized OID of $125,605          $  3,106,363     $        -                    10
Entrusted loan including interest payable of
$10,072,599                                          $ 31,814,730     $  304,354                     8
Total                                                $ 34,921,093     $  304,354




The Company believes it has sufficient cash in bank of $144 million as of March
31, 2021, and a sufficient channel to commercial institutions to obtain any
loans that may be necessary to meet its working capital needs. Historically, we
have been able to obtain loans or otherwise achieve our financing objectives due
to the Chinese government's support for energy-saving businesses with stable
cash inflows, good credit ratings and history.



                                       33

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Financials (USD)
Sales 2020 - - -
Net income 2020 4,05 M - -
Net cash 2020 82,6 M - -
P/E ratio 2020 3,22x
Yield 2020 -
Capitalization 36,4 M 36,4 M -
EV / Sales 2019 12,9x
EV / Sales 2020 -
Nbr of Employees -
Free-Float 50,8%
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Managers and Directors
Guo Hua Ku Chairman & Chief Executive Officer
Yong Jiang Shi Chief Financial Officer & Vice President
LuLu Sun Independent Director
Xiaoping Guo Independent Director
Zhongli Liu Independent Director
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