[] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-147443) of China Recycling Energy Corporation of our report dated March 12, 2012 relating to the financial statements, which appear in this Form 10-K. Encino, California March 19, 2012] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (File No: 333-179628 and File No: 333-174484) of China Recycling Energy Corporation of our report dated March 12, 2012 relating to the financial statements which appear in this Form 10-K. Encino, California March 19, 2012] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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. 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. David Chong Chief Financial Officer and Secretary]

[Repurchase Agreement for the Coke-oven Gas Power Generation Project Party A: Xi’an TCH Energy Technology Co., Ltd Address: No. 86 of Gaoxin Road, Gaoxin District, Xi’an City Party B: Shenmu Jiujiang Trading Co., Ltd. Address: Shagoumao Village, Xigou Office, Shenmu County Whereas: In order to avoid material losses, Party B claimed force majeure for the current situation and the failure] []

[SUPPLEMENTAL AGREEMENT Supplemental Agreement The Company The Investor This Supplemental Agreement, dated as of December 9, 2011 (this " WITNESSETH: Company Group Note Purchase Agreement WHEREAS, the Company, its wholly-owned subsidiaries Sifang Holdings Co., Ltd., Shanghai TCH Energy Technology Co., Ltd. and Xi'an TCH Energy Technology Co., Ltd. (together with the Company, the " Convertible Notes" WHEREAS, the Company sold,] [Supplemental Agreement Whereas , Capital Trust Loan Agreement under Jingu CREG No.1 Recycling Economic Collective Trust Plan Trust Loan Agreement Trust Loan Contract , Whereas, Trust Loan Agreement Trust Loan Agreement Trust Loan Agreement All parties have reached the following agreements on the changes and amendments to the Article I Early Repayment Trust Loan Agreement All parties agree Xi’an TCH] [Saving Reduction Special Loan Agreement for Energy Industrial Bank Co., Ltd. Serial No.: XYS JK JNJPZi (2011) No. 008 Industrial Bank Co., Ltd. Xi'an Branch Lender: #1 Tangyan Road Add: Tang Zhengjun Legal representative/director: Zhou Weihua Customer Manager Contact person: Mailing address: # 122 Weiyang Road 710016 Post code: 86518413 86518476 Tel: Xi’an TCH Energy Technology Co., Ltd Borrower: 12] [Item 1.01. Entry into a Material Definitive Agreement On December 9, 2011, China Recycling Energy Corporation (the “Company”), China Cinda (HK) Asset Management Co., Ltd, a company organized under the laws of the Hong Kong Special Administrative Region of China (“Cinda”) and Mr. Guohua Ku, the Chairman, CEO and a major shareholder of the Company entered into a Supplemental Agreement]

[Item 3.02 Unregistered Sales of Equity Securities.]