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. Our Board has fixed the number of directors to be elected at the 20192020 Annual Meeting at five (5). Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the Board of Directors) will serve for the remainder of the one year term in which the vacancy occurred and until the director’s successor is elected and qualified.

At the Annual Meeting, we will present the nominees named below and recommend that they be elected to serve as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified.

Nominees

Presented below is a description of certain biographical information, occupations and business experience for the past five years of each person nominated to become a director. Our Board currently consists of five (5) members. Our current directors will standare standing for re-electionreelection at the 20192020 Annual Meeting. AllFour of the five nominees were previously elected by our stockholders at the 20182019 Annual Meeting. Mr. Zhongli Liu was appointed by the Board on March 6, 2020 to fill the vacancy resulted from the resignation of Xiaogang Zhu. The Board is unaware of any circumstances likely to render any nominee unavailable. Directors of the Company hold office until the next annual stockholders meeting, until successors are elected and qualified or until their earlier resignation or removal.

If elected as a director at the 20192020 Annual Meeting, each of the nominees would serve a one-yearone-year term expiring at the 20202021 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. Biographical information regarding each of the nominees is set forth below. No family relationships exist among any of our director nominees or executive officers.

Each of the nomineesnominee has consented to being named in this Proxy Statement and to serve as a director if elected. If any nominee shouldYour proxy will 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 cardsvoted for the election of such substitute nominee or nominees), allow the vacanciesfive nominees named below unless you give instructions to remain open until a suitable candidate or candidates are located, or by resolution providethe contrary. Your proxy cannot be voted for a lessergreater number of directors.persons than the number of nominees named.

Executive Officers and Directors

The following table setsCompany’s Board established a Nominating Committee in 2012 to recommend nominees for director to the Board and to ensure that such nominees possess the director qualifications set forth certain information regarding our executive officers and directorin the Company’s Corporate Governance Guidelines. Additionally, the Nominating Committee reviews the qualifications of existing Board members before they are nominated for re-election to the Board. Once nominees as of April24, 2019:are selected, the Board determines which nominees are presented to the Company’s stockholders for final approval. Each nominee below has been recommended by the Nominating Committee.

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(1)      Member or nominee,Mr. Guohua Ku has been a director since his appointment on December 10, 2018, and served as applicable, of Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

(2)      Mr.Xiaogang Zhu is a former employeethe Chairman of the Company. Our Board has determined that, as of the date of the 2019 Annual Meeting, Mr.Zhu will be “independent” under the independence requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934 and as defined by NASDAQ Rule 5605(a)(2).

Mr.Guohua Kusince April 1, 2009. He also was appointed as a director and our Chief Executive Officer as of December10,December 10, 2008. He was elected Chairman of the Board as of April1, 2009. Prior to joining the Company, Mr.KuMr. Ku served as a Senior Engineer for Yingfeng Technology from 2003 to 2007. From 1979 to 2003, Mr.KuMr. Ku served in multiple capacities for Shaanxi Blast Air Blower (Group) Co., Ltd., with his last position serving as a Senior Engineer. Mr.Ku’sMr. 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.

Ms. Adeline Gu was appointed as the Company’s Chief Financial Officer and Secretary on September28, 2016. Ms. Gu has been serving as the director of the office of Board of Directors of the Company from August, 2012 to September27, 2016. She was the Investor Relations Director from December 2007 to August13, 2012 and Investor Relations Director Assistant from March 2006 to December 2007 of China Natural Gas, Inc. From October 2005 to March 2006, Ms. Gu was the Interpreter of Xi’an Equity Exchange & Shaanxi Watson Biology Gene Technology Co., Ltd. Ms. Gu studied at Northwest University of China from September, 1995 to June, 1999 and received her bachelor degree, majoring in English. Ms. Gu has held a Chinese Accounting Certificate since 2000.

Mr.Xiaoping Guo was first appointed as a director on June1,June 1, 2017 by the boardBoard to fill a pending vacancy. Mr.GuoMr. Guo has served as the assistant to the president of Datang New Energy Co., Ltd., since 2010. Mr.GuoMr. Guo received his bachelor degree from the Xi’an Jiaotong University in 1977, and his master’s degree in systems engineering from the same school in 2000. Mr.Guo’sMr. Guo’s extensive project engineering and development experience, as well as his management experience, qualifies him to serve on our Board and led the Board to conclude that he should be nominated to serve another term as a director.

Mr.Geyun Wangwas initially elected as a director at the 2014 Annual Meeting, and he also serves as a Vice President of the Company. Mr.WangMr. Wang is responsible for the procurement of engineering equipment and tendering for project construction, as well as supervision of installation and commissioning for EPC projects. Mr.WangIn 2015, Mr. Wang was appointed as a Vice President of the Company. From 2007 to 2015, Mr. Wang was the Deputy General Manager of our subsidiary Xi’an TCH 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.WangMr. 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.WangMr. Wang received his bachelor degree from Northwestern Polytechnical University in 1988. Mr.Wang’sMr. 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 to serve another term as a director.

Mr.Xiaogang Zhu Zhongli Liu was first appointed as a director on June1, 2017 by the boardMarch 6, 2020 to fill the vacancy resulted from the resignation of Xiaogang Zhu. Mr. Liu was also appointed as the Chairman of the Audit Committee and a pending vacancy. Mr.Zhu has served as a financial consultant to Shaanxi Coal Chemical Engineering New Energy Co., Ltd., since May 2014. From December 2007 until May10, 2014, Mr.Zhumember of the Compensation, Nominating and Corporate Governance Committees. Mr. Liu served as the Company’s accounting manager and vice presidentinspector to be in charge of accounting. Prior to that, Mr.Zhu was the Chief Financial Officersecurities inspection at Shaanxi Supervision Bureau of China Natural Gas, Inc.,Securities Regulatory Commission from 20051999 to 2007, andSeptember 2019. He worked as the vice presidenthead of department of economics and management, professor, chief of scientific research at Xi’an Dapeng Biological TechnologyFinance And Economics University from 1984 to 1998. Since July 2017, he served as the independent director of the Board at China Haiseng Fresh Fruit Juice Co., Ltd. (00359.HK). Mr. Liu studied industrial economy management at Xi’an Jiaotong University from 2000September 1978 to 2005. Mr.Zhu receivedJuly 1982 and was awarded his bachelorbachelor’s degree of finance in accounting from Shaanxi1982. He studied planning economics at Renmin University of FinanceChina from 1982 to 1984 and Economicswas awarded his master’s degree of finance in 1992. Mr.Zhu’s1984. Mr. Liu’s significant financial expertise qualifies him to serve on our Board and led the Board to conclude that he should be nominated as a director.

Ms. LuLu Sunwas first appointed as a director on August5,August 5, 2015 by the boardBoard to fill a pending vacancy. 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.

All directors hold office until the next annual meeting

No family relationships exist among any of stockholders and until their successors have been duly elected and qualified.

our director nominees or executive officers. There are no arrangements or understandings pursuant to which our directors are selected or nominated.

INFORMATION REGARDING THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF
EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

DIRECTORS AND CORPORATE GOVERNANCE

Leadership Structure and Role in Risk Oversight

The Company’s current boardBoard leadership structure separates the board chair and principal executive officer roles into two positions. Mr.KuMr. Ku has served as both Chairman of the Board and CEO of the Company since April1,April 1, 2009. Our Board continues to believe there are important advantages to Mr.KuMr. Ku serving in both roles at this time. Mr.KuMr. 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.KuMr. 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-dayday-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 boardBoard 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

Independence of the Board of Directors

Our Common Stock is listed on the NASDAQ Capital Market. A majority of our directors, Xiaoping Guo, LuLu Sun and Xiaogang ZhuZhongli Liu are our only non-employeenon-employee directors, and our Board has determined that each of them is independent pursuant tounder the listing rulesindependence requirements of NASDAQ. AllRule 10A-3 promulgated under the Securities Exchange Act and as defined by NASDAQ Rule 5605(a)(2). In addition, 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, induring the 20172019 fiscal year, our independent directors met twice in regularly scheduled executive sessions at which only our independent directors were present.

Mr.Xiaogang Zhu, a nominee for director, is a former employee of the Company. Our Board has determined that, as of the date of the 2019 Annual Meeting, Mr.Zhu will be “independent” under the independence requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934 and as defined by NASDAQ Rule 5605(a)(2).

Board Meetings and Committee Meeting; Annual Meeting Attendance

During the year ended December31, 2018,December 31, 2019, the Board held 2two (2) meetings and acted through unanimous consent on 821 different occasions. In addition, the Audit Committee held 4four (4) meetings; the Corporate Governance and Nominating Committee held 1one (1) meeting; and the Compensation Committee held 1one (1) meeting. During the year ended December31, 2018,December 31, 2019, 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. Some of our then-sittingthen-sitting Board members attended the 20182019 Annual Meeting.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Xiaoping Guo, Xiaogang ZhuZhongli Liu 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.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.comwww.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-termlong-term interests of our stockholders. In selecting candidates for appointment or re-electionre-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 Xiaoping Guo, Xiaogang ZhuZhongli Liu and LuLu Sun, each of whom is independent under NASDAQ listing standards. Xiaogang ZhuZhongli Liu serves as chairman of our Audit Committee.

The Board determined that Mr.ZhuMr. Liu qualifies as an “audit committee financial expert,” as defined by NASDAQ Rule 5605(a)(2) and Item 407 of Regulation S-K.S-K. In reaching this determination, the Board made a qualitative assessment of Mr.Zhu’sMr. Liu’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-approvepre-approve all audit and non-auditnon-audit services by category, including audit-relatedaudit-related services, tax services, and other permitted non-auditnon-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 2018,2019, all services requiring pre-approvalpre-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-approvalpre-approval policy. The Audit Committee operates under a written charter, which is available on our website at www.creg-cn.comwww.creg-cn.com under the links “Investor Relations —– Corporate Governance.”

Compensation Committee

The Compensation Committee currently consists of Xiaoping Guo, Xiaogang ZhuZhongli Liu and LuLu Sun. Mr.GuoMr. Guo 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 2018,2019, 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.comwww.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. With the exception of Mr.Xiaogang Zhu, noNo current member of our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries, and no director or executive officer of the Company is a director or executive officer of any other corporation that has a director or executive officer who is also a director of the Company.

Stockholder Communication with the Board of Directors

Stockholders may communicate with the Board by writing to the attention of Ms. Adeline Gu,Mr. Yongjiang (Jackie) Shi, our Chief Financial Officer, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3^rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China.

Code of Ethics

We have adopted a “code of ethics” as defined by regulations promulgated under 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 amendments to the Code of Business Conduct and Ethics, as well as any waivers for executive officers or directors, on our website.DIRECTOR COMPENSATION FOR 2019 FISCAL YEAR

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTDirector Compensation Table

The following table sets forth certainsummary information providedconcerning the total compensation paid to our non-employee directors for services to the Company during the fiscal year ended December 31, 2019. Directors who are also our employees receive no additional compensation for their services as directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

Securities Act. The following table summarizes the compensation earned during the years ended December31,December 31, 2019 and 2018, and 2017, by those individuals who served as our Chief Executive Officer, or Chief Financial Officer during any part of fiscal year 20182019 and our other most highly compensated executive officer. The individuals listed in the table below are referred to as the “named executive officers.”

InMr. Yongjiang (Jackie) Shi entered into an employment agreement with the Company on May 8, 2020, in connection with herhis appointment to serve as the Chief Financial Officer and Secretary,Vice President of the Company. Pursuant to the terms of Mr. Shi’s employment agreement, he receives a cash compensation in the amount of RMB 16,000 (approximately $2,300) per month for his service as the CFO and Vice President and is also entitled to receive an annual equity award of at least 5,000 shares of common stock of the Company. The term of the employment agreement is for 24 months and may be renewed for an additional term by the Company upon 30-day notice prior to its termination. This employment agreement may be terminated by the Company or Mr. Shi at any time without any prior notice.

The Company entered into an employment agreement with Ms. Gu on September28, 2016.September 28, 2016 for her service to the Company as Chief Financial Officer and Secretary. This agreement was renewed for an additional two years and was terminated on September 28, 2020. Pursuant to the terms of the employment agreement, Ms. Gu will receive compensation in the amountreceived an annual salary of RMB 10,000 (approximately $1,538) per month plus stock options for no less than 5,000shares of common stock of144,000 ($22,052). On April 27, 2017, the Company each year to be issued under the China Recycling Energy Corporation Omnibus Equity Plan (the “Plan”) with the specific terms of the options to be determined by the Compensation Committee of the Board in the future. The term of the employment agreement is for two years, starting on September28, 2016. The Compensation Committee approved the grant of an option to Ms. Gu to purchase 5,000shares of the Company’s common stock on April27, 2017.500 shares. On September28, 2018, the Company andDecember 13, 2019, Ms. Gu agreed to renew Ms. Gu’s employment agreement for an additional two-year term. Ms. Gu receives a salary of RMB 144,000 ($22,052) annually for her serviceresigned as CFO.our Chief Financial Officer.

In June of 2015, the stockholders of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “2015 Equity Plan”) at its annual meeting. The total aggregate shares of common stock authorized for issuance during the term of the 2015 Equity Plan is 1,246,261shares, as adjusted following the Company’s 1-for-10 reverse stock split of the Company’s authorized shares of Common Stock, effective

Employment Offer Letters, Severance and Change in May 2016. The 2015 Equity Plan will terminate on the earliest to occur of (i) the 10th anniversary of the Equity Plan’s effective date, or (ii) the date on which all shares available for issuance under the Equity Plan shall have been issued as fully-vested shares.Control Arrangements in Effect During Fiscal Year 2019

Potential Payments Upon Termination or Change of Control

Employment Agreements

Certain of our executive officers, including our CEO, have an employment agreementagreements with the Company. Under Chinese law, we may only terminate employment agreements without cause and without penalty by providing notice of non-renewalnon-renewal one month prior to the date on which the employment agreement is scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, as defined in the agreement, then we are obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty pursuant to the employment agreement. Other than as set forth above, we do not have written employment agreements or offer letters with our named executive officers.

2015 Plan

In June of 2015, the stockholders of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “2015 Equity Plan”“Plan”) at its annual meeting. The total aggregate shares of common stock authorized for issuance during the term of the 2015 Equity Plan is 1,246,261shares, as adjusted following the Company’s 1-for-10 reverse stock split124,626 shares of the Company’s authorized shares of Common Stock, effective in May 2016.as adjusted for the one-for-ten reverse stock split, effected on April 13, 2020. The 2015 Equity Plan will terminate on the earliest to occur of (i) the 10th anniversary of the Equity Plan’s effective date, or (ii) the date on which all shares available for issuance under the Equity Plan shall have been issued as fully-vestedfully-vested shares. A totalWe have not granted any options to purchase shares of 5,000shares underlying options were granted to an executive officerour common stock under the 2015 Equity Plan as of December31, 2018.

NON-EMPLOYEE DIRECTOR COMPENSATIONduring the 2019 fiscal year.

Non-Employee Director Compensation

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information provided to us by each of the following as of November 10, 2020 (unless otherwise indicated) regarding their beneficial ownership of our common stock:

Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the compensation earned byrules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or awarded duringindirectly has or shares voting power, which includes the 2018power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. . The address for each director and executive officer is 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, China 710075.

EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth information with respect to sharesmore than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on our review of the copies of these reports, we believe that may be issued underall filing requirements of Section 16(a) of the 2015 Plan, as of December31, 2018:Exchange Act were timely complied with during the fiscal year ended December 31, 2019, except that Mr. Yongjiang (Jackie) Shi filed his Form 3 late.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has furnished the following report on its activities during the fiscal year ended December31, 2018. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.

The primary function of the Audit Committee is to assist the Board in its oversight and monitoring of our financial reporting and auditing process. The Audit Committee charter sets forth the responsibilities of the Audit Committee. A copy of the Audit Committee charter is available on our website at www.creg-cn.com under the links “Investor Relations – Corporate Governance.” For fiscal year 2018, the Audit Committee was comprised of Xiaogang Zhu (Chairman), Xiaoping Guo, and Lulu Sun, each of whom is independent under applicable SEC and NASDAQ listing standards.

Management has primary responsibility for our financial statements and the overall reporting process, including maintaining effective internal control over financial reporting and assessing the effectiveness of our system of internal controls. The independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements fairly present our financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles, and discusses with the Audit Committee any issues they believe should be raised with the Audit Committee. These discussions include a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee monitors our processes, relying, without independent verification, on the information provided to it and on the representations made by management and the independent registered public accounting firm.

In 2018, the Audit Committee held 4 meetings. Representatives of MJF and Associates, APC, our independent registered public accounting firm, attended each meeting of the Audit Committee that involved the discussion of financial statements. The Audit Committee reviewed and discussed with management and MJF and Associates, APC, our independent registered public accounting firm, our audited financial statements for the year ended December31, 2018 and discussed MJF and Associates, APC’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by Statement on Auditing Standards No. 114 (which superseded Statement on Auditing Standards No. 61), other standards of the Public Company Accounting Oversight Board (United States), rules of the SEC, and other applicable regulations.

The Audit Committee also received the written disclosures and the letter from MJF and Associates, APC required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s independence from our management and has discussed with MJF and Associates, APC its independence. The members of Audit Committee considered whether the services provided by MJF and Associates, APC, for the year ended December31, 2018, are compatible with maintaining their independence. The Board has delegated to the Audit Committee the authority to approve the engagement of our independent registered public accounting firm.

Based upon its review of the audited financial statements and the discussions noted above, the Audit Committee recommended that the Board include the audited financial statements in our Annual Report on Form 10-K for the year ended December31, 2018 for filing with the SEC.

Audit Committee:

Xiaogang Zhu (Chairman)

Xiaoping Guo

LuLu Sun

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of MJF and Associates, APC to serve as our independent registered public accounting firm for the fiscal year ending December31, 2019, and the Board has directed that such appointment be submitted to our stockholders for ratification at the 2019 Annual Meeting. MJF and Associates, APC has served as our independent registered public accounting firm since February15, 2015 and is considered by our Audit Committee to be well qualified. If the stockholders do not ratify the appointment of MJF and Associates, APC, the Audit Committee will reconsider the appointment.

Representatives of MJF and Associates, APC will participate in the 2019 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 DECEMBER31, 2019.

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 December31, 2018 and 2017 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.

Pre-approval Policies and Procedures

Xi’an Hanneng until December 31, 2021; (ii) Xi’an Huaxin New Energy Co., Ltd., is delisted from The Audit CommitteeNational Equities Exchange And Quotations Co., Ltd., a Chinese over-the-counter trading system (the “NEEQ”); (iii) Xi’an Huaxin New Energy, or any of the Buyers or its affiliates has adopted a policycredit problem, including not being able to pre-approve all audit and permissible non-audit services provided byissue an auditor report or standard auditor report or any control person or executive of the independent registered public accounting firm. The pre-approval policyBuyers is detailed as to the particular service or category of servicesinvolved in crimes and is subjectunder prosecution or has other material credit problems, to a specific budget. The services include the engagement of the independent registered public accounting firm for audit services, audit-related services, and tax services.

If we needHYREF’s reasonable belief; (iv) if Xi’an Zhonghong fails to engage the independent registered public accounting firm for other services, which are not considered subject to the general pre-approval as described above, then the AuditCommittee must approve such specific engagement as well as the projected fees. If the timing of the project requires an expedited decision, then the Audit Committee has delegated to the Chairman of theCommittee the authority to pre-approve such engagement, subject to fee limitations. The Chairman must report all such pre-approvals to the entire Audit Committee for ratification at the next Audit Committee meeting.

PROPOSAL No. 3 — Approval of the amendment to our Articles of Incorporation

On April22, 2019, the Board unanimously adopted a resolution setting forth a proposed amendment to Article Fourth of the Company’s Articles of Incorporation, which would, subject to stockholder approval, (i) increase the total number of our authorized shares of our Common Stock from 20,000,000shares to 100,000,000shares and (ii) authorize the issuance of up to 60,000,000shares of blank check preferred stock, par value $0.001 per share (the “Amendment”). The resolution also provided that the proposed Amendment be presented to the stockholders for approval at the 2019 Annual Meeting with the recommendation of the Board that the stockholders approve the proposed amendment in accordance with Chapter 78 of the Nevada Revised Statutes. A copy of the proposed amendment to the Articles of Incorporation is attached hereto as Annex A.

If the proposal to amend our Articles of Incorporation to increase the total number of our authorized shares of our Common Stock from 20,000,000shares to 100,000,000shares and to authorize the issuance of up to 60,000,000shares of blank check preferred stock, par value $0.001 per share, is approved by our stockholders at the 2019 Annual Meeting, a Certificate of Amendment to our Articles of Incorporation will be filed with the Secretary of State of the State of Nevada as soon as practicable after the 2019 Annual Meeting.

Currently, the holders of our Common Stock are entitled to one vote per sharetimely make repayment on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. The holders of outstanding shares of Common Stock are entitled to receive ratably any dividends declared by our Board out of assets legally available. Upon our liquidation, dissolutionprincipal or winding up, holders of our Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock.

Potential uses of the additional authorized shares of Common Stock may include public or private offerings, conversions of convertible securities, issuance of stock or stock options to employees, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of the Common Stock will give us greater flexibility and will allow the Company to issue such shares, in most cases, without the expense or delay of seeking stockholder approval. The Company may issue shares of its Common Stock in connection with financing transactions and other corporate purposes which the Board of Directors believes will be in the best interest of the Company’s stockholder.loan agreement, its supplemental agreement or extension agreement; (v) the Buyers or any party to the Debt Repayment Agreement materially breaches the Debt Repayment Agreement or its related transaction documents, including but not limited to the Share Transfer Agreement, the Pledged Assets Transfer Agreement, the Entrusted Loan Agreement and their guarantee agreements and supplemental agreements. Due to halted trading of Huaxin stock by NEEQ for not filing its 2018 annual report, on December 19, 2019, Xi’an TCH, Xi’an Zhonghong, Guohua Ku and Chonggong Bai jointly and severally agreed to buy back all outstanding capital equity of Xi’an Hanneng which was transferred to HYREF by Chonggong Bai earlier. The additional sharestotal buy back price was RMB 261,727,506 ($37.52 million) including accrued interest of Common Stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the authorization of additional sharesRMB 14,661,506 ($2.10 million), and was paid in full by Xi’an TCH.

NO DISSENTERS’ RIGHTS

The corporate action described in this Proxy Statement will not in itself, have any effect onafford stockholders the rights of any holder of our Common Stock,opportunity to dissent from the future issuance of additional shares of Common Stock (other than by way of a stock splitactions described herein or dividend) would have the effect of diluting the voting rights, and could have the effect of diluting earnings perto receive an agreed or judicially appraised value for their share and book value per share, of existing stockholders.

The term “blank check” preferred stock refers to stock that gives the board of directors of a corporation the flexibility to create from time to time one or more series of preferred stock, and to determine the relative rights, preferences, powers and limitations of each series, including, without limitation: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will be cumulative, (iii) the dividend rate and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of redemption, including timing, rates and prices, (vi) conversion rights, (vii) any sinking fund requirements, (viii) any restrictions on the issuance of additional shares of any class or series, (ix) any voting rights and (x) any other relative, participating, optional or other special rights, preferences, powers, qualifications, limitations or restrictions.

Other than the reservation of shares in accordance with the terms of that Exchange Agreement, dated April14, 2019, by and between the Company and Iliad Research and Trading, L.P. (the “Exchange Agreement”), and in connection with certain placement agent warrants described in our Current Reports on Form 8-K filed on April15, 2019, at present the Board has no specific plans to issue the additional shares of Common Stock that would be available if this proposal is approved. The Board desires to have the shares available so the Company can meet its contractual obligations to maintain certain share reserves under the Exchange Agreement, to be able to issue shares upon the exercise of the placement agent warrants, which are not exercisable until the later of October16, 2019 or on the date on which the Company amends its articles of incorporation as indicated herein, and to provide additional flexibility to use capital stock for business and financial purposes in the future. The additional shares may be used for various purposes without further stockholder approval. These purposes may include: raising capital; providing equity incentives to employees, officers or directors; establishing strategic relationships with other companies; expanding our business through the acquisition of other businesses; and other purposes.

The Board recommends that the stockholders vote “FOR” THE APPROVAL of THE AMENDMENT TO OUR ARTICLES OF INCORPORATION to increase the total number of our authorized shares of our Common Stock from 20,000,000shares to 100,000,000shares and to authorize the issuance of up to 60,000,000shares of blank check preferred stock, par value $0.001 per share.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on our review of the copies of these reports and on information provided by the reporting persons, we believe that all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended December31, 2018, except for the following: Mr.Bohan Zhang did not file a Form 4 reporting the sale of 2,900shares on August20, 2018 and Mr.Genyun Wang did not file a Form 4 reporting the sale of 30,000shares in August, 2018.

STOCKHOLDER PROPOSALS

Stockholders may present proper proposals for inclusion in the proxy statement and form of proxy for our 2020 Annual Meeting by submitting their proposals to us in a timely manner and in accordance with rules and regulations promulgated under our Bylaws and the Exchange Act. Advance notice of a stockholder’s proposal must be delivered to our Chief Financial Officer, Ms. Adeline Gu, at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, on or before December30, 2019. A proposal which is received after that date or which otherwise fails to meet the requirements for stockholder proposals established by our Bylaws, the Exchange Act and the SEC will not be included. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement.

ANNUAL REPORT

A copy of the Company’s Annual Report on Form 10-K10-K for the year ended December31, 2018,December 31, 2019, which has been filed with the SEC pursuant to the Exchange Act, is being mailed to you along with this Proxy Statement. Additional copies of this Proxy Statement and/or the Annual Report, as well as copies of any Quarterly Report may be obtained without charge upon written request to Ms. Adeline Gu, our Chief Financial Officer,Secretary, at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3^rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, or on the SEC’s internet website atwww.sec.gov.

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

Our Board knows of no matters other than those referred to in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders. However, if any other matter should be properly presented for consideration and voting at the 20192020 Annual Meeting, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in our best interest.

NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS

(“HOUSEHOLDING” INFORMATION)

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports by delivering a single copy of these materials to an address shared by two or more CREG’s stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies and intermediaries. A number of brokers and other intermediaries with account holders who are our stockholders may be householding our stockholder materials, including this Proxy Statement. In that event, a single proxy statement, as the case may be, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or other intermediary that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker or other intermediary otherwise when you receive or received the original notice of householding. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker or other intermediary to discontinue householding and direct your written request to receive a separate proxy statement to us at our principal executive offices, located at 4/F, Tower C, Rong Cheng Yun Gu Building, Keji 3^rd Road, Yanta District, Xi’an City, Shaanxi Province, 710075 China, or by calling us at 1-800-690-6903 (toll-free). Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker or other intermediary.

STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING

Stockholders who intend to present proposals at the 2021 Annual Meeting of Stockholders under SEC Rule 14a-8 must ensure that such proposals are received by the Secretary of the Company not later than April 30, 2021. 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.

20The Board will also consider nominees recommended by stockholders. The Company’s Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at our Annual Meeting of Stockholders. The procedures include a requirement that notices regarding a person’s nomination be received in writing from the stockholder and by the Company’s Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Moreover, the notice must include such nominee’s written consent to be named in the Company’s Proxy Statement and to serve if elected. Supporting information should include: (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). A proposal which is received after that date or which otherwise fails to meet the requirements for stockholder proposals established by our Bylaws, the Exchange Act and the SEC will not be included. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. You must comply with these Bylaws requirements in connection with a stockholder proposal or director nomination outside the Rule 14a-8 context. A copy of the full text of the provisions of our Bylaws, 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.

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