[] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, David Chong, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 14, 2012 Guohua Ku Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. November 14, 2012 David Chong Chief Financial Officer and Secretary]

[] [First AMENDMENT TO CONVERTIBLE PROMISSORY NOTE TRANSFER AGREEMENT th This First Amendment to the Convertible Promissory Note Transfer Agreement is executed on this 24 WHEREAS WHEREAS WHEREAS WHEREAS, NOW THEREFORE Section 1.01. The Note Transfer 1. 2. (1) Section 2.01 (e) will be deleted in its entirety and replaced with the following: (2) Section 2.01 (h) will be deleted in] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, David Chong, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 14, 2012 Guohua Ku Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 14, 2012 David Chong Chief Financial Officer and Secretary]