Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 17, 2022, Smart
Powerr Corp. (the “Company” or “CREG”) received an additional notice of non-compliance from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022 , and because the Company remains delinquent in filing its Forms 10-K and 10-Q
for the fiscal year ended December 31, 2021 and quarter ended March 31, 2022, respectively, the Company does not comply with Nasdaq Listing
Rule 5250(c)(1) for continued listing.
As previously reported by CREG in
Form 8-K filed with the SEC on April 15, 2022, the Company was unable to file its Form 10-K by its original deadline due to undue burden
and hardship caused by the impact of COVID-19 in the PRC. Nasdaq had granted the Company an exception until October 17, 2022 to file its
delinquent Form 10-K for the period ended December 31, 2021 (the “Initial Delinquent Filing”) and Form 10-Q for the period
ended March 31, 2022. As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings,
will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 17, 2022.
This notice from Nasdaq
has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. As a result of this additional delinquency,
the Company must submit an update to its original plan to regain compliance with respect to the filing requirement.
The Company expects
and intends to submit the compliance plan including its plans to file the Form 10-Q for the period ending June 30, 2022 and indicate the
progress the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing and the Form 10-Q
for the period ended March 31, 2022 as soon as practicable.
The statements
contained in this Current Report on Form 8-K, and oral statements made regarding the subjects of this Current Report on Form 8-K, contains
"forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may
include, but are not limited to, statements regarding the Company’s estimates, plans, objectives, expectations and intentions and
other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,”
“plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,”
“will,” and similar expressions. All statements addressing the Company’s ability to regain compliance with the Nasdaq
listing requirements or to develop a plan acceptable to Nasdaq for an extension of the 60 day grace period, as well as statements expressing
optimism or pessimism about future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking
statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently
subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control.
The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company
on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances
occurring after the date of this Current Report on Form 8-K. For additional factors that could cause results to differ materially from
forward-looking statements contained in this Current Report on Form 8-K, see the cautionary language set forth before the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of the Company’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2021 and the Risk Factors contained in Item 1A of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020.
