中国循环能源美股招股说明书(2024-12-31版)

900,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,340,000 Shares of Common Stock Up to 2,340,000 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants SMART POWERR CORP. This is an offering of the securities of SMART POWERR CORP. (the “Company”, “we”, “our”, “us”, “CREG”), aNevada corporation. Our common stock are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “CREG.” On December24, 2024, the last reported sale price of our common stock on Nasdaq was US$0.62 per share. This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of (i)900,000 shares of common stock (the “Shares”) of the Company, par value $0.001 per share and (ii) pre-fundedwarrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 2,340,000 shares of common stock (and theshares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded WarrantShares”)), in a registered direct offering to certain purchasers pursuant to a Securities Purchase Agreement, dated asof December 25, 2024, between the Company and the purchasers identified on the signature pages thereto. Thepurchase price of each Share is $0.62. We will pay all of the expenses incident to the registration, offering and sale of the Shares and the Pre-FundedWarrants under this prospectus supplement and the accompanying base prospectus. The aggregate market value of our outstanding common stock held by non-affiliates, or public float, as of December25, 2024, was approximately US$6,325,472, which was calculated based on 8,006,927 shares of common stock heldby non-affiliates as of December 25, 2024 and a per share price of US$0.79, which was the closing price of ourShares of common stock on Nasdaq on October 28, 2024. Pursuant to General Instruction I.B.6 of Form S-3, in noevent will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our shares of common stock in any 12-month period so long as the aggregatemarket value of our outstanding shares of common stock held by non-affiliates remains below US$75,000,000.During the 12 calendar months prior to and including the date of this prospectus supplement. We have not offeredany securities pursuant to General Instruction I.B.6 of Form S-3. Smart Powerr Corp., or the Company or CREG, is a holding company incorporated in the state of Nevada.As a holding company with no material operations, CREG conducts a substantial majority of its operationsthrough its subsidiaries established in the People’s Republic of China, or the PRC or China. Investors arecautioned that you are not buying shares of a China-based operating company but instead are buying sharesof a Nevada company with operations primarily conducted by our subsidiaries based in China and that thisstructure involves unique risks to investors.Furthermore, shareholders may face difficulties enforcing their legalrights under United States securities laws against our directors and officers who are located outside of the UnitedStates. See “Risk Factors - Risks Related to Doing Business in China - Uncertainties with respect to the PRC legalsystem could adversely affect us” in our 2023 Annual Report, which is incorporated herein by reference. Investing in our shares of common stock involves a high degree of risk. Before buying any shares of commonstock, you should carefully read the discussion of material risks of investing in our shares of common stock in“Risk Factors” beginning on page S-11of this prospectus supplement as well as those risk factors set out inthe accompanying base prospectus and the documents incorporated by reference herein. Our equity structure is a direct holding structure. Within our direct holding structure, the cross-border transfer offunds within our corporate entities is legal and compliant with the laws and regulations of the PRC. After the foreigninvestors’ funds enter CREG, the funds can be directly transferred to the PRC operating companies through itssubsidiaries. Specifically, CREG is permitted under the Nevada laws to provide funding to our subsidiary, SifangHoldings, in the Cayman Islands through loans or capital contributions without restrictions on the amount of thefunds, subject to satisfaction of applicable government registration, approval and filing requirements. SifangHoldings is also permitted under the laws of Cayman Islands to provide funding to CREG through dividenddistribution without restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries topay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chineseaccounting standards and regulations. As of the date hereof, there have not been any transfers, dividends ordistributions made between the holding company, its subsidiaries, and to investors. Furthermore, as of the datehereof,