TIANJIN, China, April 16 /PRNewswire-Asia-FirstCall/ -- China New Energy Group Company (OTC Bulletin Board: CNER) ("China New Energy" or the "Company"), a natural gas network developer and distributor of natural gas to residential, industrial, and commercial users in small and medium sized cities in China, announced its financial results for the twelve months ended December 31, 2009.



    Full Year 2009 Highlights
    -- Revenue increased 114.4% to $11.8 million compared to 2008
    -- Gross profit increased 139.8% to $8.6 million
    -- Gross margin increased 780 basis points to 73.5%
    -- Operating income increased 214.1% to $4.9 million
    -- Operating margin increased to 42.0% from 28.7%
    -- Net income from continuing operations was $6.8 million, or $0.04 per
       diluted share, compared to a net loss from continuing operations of
       $1.6 million, or ($0.09) per diluted share, last year
    -- Adjusted net income from continuing operations, which excludes the
       non-cash impact of the change in fair value of derivative financial
       instruments, was $3.2 million, or $0.02 per diluted share, up 247.1%
       from adjusted net income of $0.9 million, or $0.01 per share, last
       year(*)

"We achieved strong growth in revenues, gross and operating margins, and earnings in 2009," said Mr. Yangkan Chong, Chief Executive Officer. "This performance was driven by both organic growth and growth via strategic acquisitions. We increased the number of households connected to our natural gas network, grew the number of industrial customers we service, and expanded into new and attractive markets. We expect to continue to benefit from the strong demand for natural gas in China in the current year and thereafter."

Full Year 2009 Results

For the twelve months ended December 31, 2009, revenues were $11.8 million, an increase of 114.4% from $5.5 million in 2008. The increase was primarily due to an increase in the number households and industrial users connected to the Company's natural gas network. The number of connected households almost doubled, increasing from 13,400 at the end of 2008 to 26,600 by the end of 2009. Revenues from connection fees were $11.1 million, an increase of 125.5% from $4.9 million last year. Revenues from natural gas sales were $0.7 million, an increase of 19.0% from $0.6 million last year.

Cost of sales was $3.1 million, an increase of 65.8% from $1.9 million last year. The increase was primarily due to a corresponding increase in the number of households and industrial users connected to the Company's distribution network as cost of sales consists primarily of connection costs and purchase of natural gas from the Company's suppliers. Gross profit was $8.6 million, an increase of 139.8% from last year. Gross margin was 73.5%, an increase of 780 basis points from 65.7% last year. The increase in gross margin was primarily due to the high margin involved in connection services provided to industrial users.

Operating expenses were $3.7 million, an increase of 82.2% from $2.0 million last year. This increase was primarily due to the corresponding increase in revenues generated during the year; expenses related to the Company preparing to expand its business, such as adding more resources in areas like business development, outside consultants, and the hiring of additional staff to help strengthen the Company's internal controls; and registration rights penalties. Operating income was $4.9 million, an increase of 214.1% from $1.6 million last year. Operating margin was 42.0% compared to 28.7% last year.

The Company's full year 2009 and 2008 financial statements include a non-cash impact from the change in fair value of derivative financial instruments of $3.6 million and ($2.5 million), respectively.

Net income from continuing operations was $6.8 million, or $0.04 per diluted share, compared to a net loss from continuing operations of $1.6 million, or ($0.09) per diluted share, last year. Excluding the non-cash impact from the change in fair value of derivative financial instruments, the Company's adjusted income from continuing operations was $3.2 million, or $0.02 per diluted share, up 247.1% from $0.9 million, or $0.01 per diluted share, last year.(*)

In December 2009, the Company sold its Acheng Division for RMB 40 million (approximately $6 million). In 2008, The Company disposed of its interest in its Hunchun Sing Ocean subsidiary. The results of Acheng Division and Hunchun Sing Ocean are classified as discontinued operations on the Company's financial statements.

In fiscal 2009 and 2008, the Company recorded non-cash deemed preferred stock dividends of $2.2 million and $7.0 million, respectively, related to issuance of its Series A and B preferred shares. Net income attributable to common shareholders was $5.2 million, or $0.05 per diluted share, compared to a net loss attributable to common shareholders of $8.6 million, or ($0.09) per diluted share, last year. Adjusted net income attributable to common shareholders, which excludes the non-cash impact of the change in fair value of derivative financial instruments and non-cash deemed preferred dividends, was $3.8 million, or $0.02 per diluted share, up 281.7% from adjusted net income attributable to common shareholders of $1.0 million, or $0.01 per diluted share, last year (*)



    (*) See table following this press release for a reconciliation of income
        from continuing operations and diluted EPS to exclude the non-cash
        impact from the change in fair value of derivative financial
        instruments and for a reconciliation of net income attributable to
        common shareholders to exclude the non-cash impact from the change in
        fair value of derivative financial instruments and non-cash deemed
        preferred dividends.

Financial Condition

As of December 31, 2009, the Company had cash and cash equivalents of $2.7 million and working capital of $0.9 million. The Company has no long term debt. Shareholders' equity was $15.0 million as of December 31, 2009. Capital expenditures for 2009 were approximately $5.1 million, which was primarily for the construction of gas pipelines and stations.

Recent Developments

In March 2010, the Company sold its subsidiary, Yingkou Zhongneng Gas Development Co., Ltd., for RMB 21.9 million (approximately $3.2 million).

In March 2010, the Company entered into an agreement to acquire a 70% equity interest in Beijing Century Dadi Gas Co., Ltd. and its affiliated companies (collectively, "Dadi Gas"). Dadi Gas is primarily engaged in the business of the supply of natural gas and construction and development of a gas pipeline network in Northern China. The total purchase price has not yet been determined, but will be based on a multiple of Dadi Gas's net profits for the fiscal year ended December 31, 2009, and has been capped at RMB 392.2 million (approximately $57.5 million).

In January 2010, the Company entered into an agreement to acquire Fuzhou Flying Dragon Zhongran Gas Inc. ("Fuzhou Zhongran") for RMB 26 million (approximately $3.8 million). Fuzhou Zhongran has the exclusive operating license from the Dongxiang County government in Jiangxi Province for the construction and development of a natural gas pipeline network for 30 years.

In December 2009, the Company entered into an agreement to acquire Fuzhou City Lean Zhongran Gas Inc. ("Lean Zhongran") for RMB 4.8 million (approximately $0.7 million). The purchase price is based on an appraised value of Lean Zhongran as of September 30, 2009, and will be adjusted to reflect the appraised value of the assets as of the closing date.

In December 2009, the Company acquired Wuyuan County Zhongran Gas Ltd. ("Wuyuan Zhongran") for RMB 6 million (approximately $0.9 million). Wuyuan Zhongran has an exclusive operating license from the local government for the construction and development of a gas pipeline network and gas supply in the county for 30 years.

In December 2009, the Company acquired Zhanhua Jiutai Gas Co. Ltd. ("Zhanhua Jiutai") for RMB 16.5 million (approximately $2.4 million). Zhanhua Jiutai has a 50-year exclusive right and operating license from the local government to construct and develop a gas pipeline network and supply gas in Zhanhua County.

Business Outlook

China New Energy primarily operates in the northeastern cities of China, around Bohai Bay, which is one of the seven key areas in the PRC government's general plan for natural gas development. The Company plans to continue to capitalize on the rise in natural gas consumption in China as the country shifts away from oil and coal to cleaner fuels like natural gas, and as the natural gas pipeline infrastructure in China continues to improve. Improved living standards and real estate development are driving demand for natural gas consumption in China and local governments now often require new residential buildings to incorporate natural gas connections in their designs.

The Company's growth strategy is to focus on under-penetrated, growing small- and medium-sized cities and enter into favorable franchise agreements with local governments for long-term exclusive rights to develop the local natural gas distribution network and supply natural gas in their area. China New Energy looks at the following criteria when identifying attractive areas for geographic expansion: size and density of population, concentration of industrial/commercial activities, environmental policies of the regional government, potential for further development, exclusivity of distribution, and required methods of delivery. The Company is also focused on diversifying its revenue stream towards a greater focus on industrial customers and natural gas sales. The Company's recently completed and announced acquisitions are in line with these selection criteria.

Mr. Chong concluded, "We are optimistic about our business and believe that with the acquisitions we made in 2009 and those that we have announced in 2010, China New Energy is well positioned to capitalize on the continued rising demand for natural gas consumption in China."

Conference Call

The Company will host a conference call at 9:00 a.m. Eastern Time on Friday, April 16, 2010, to discuss its financial results for the twelve months ended December 31, 2009. The call will be hosted by Mr. Yangkan Chong, Chief Executive Officer, and Mr. Eric Yu, Chief Financial Officer. To participate in this live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: (877) 775-2396. International callers should call +1 (702) 224-9924. The conference passcode is 68498286.

If you are unable to participate in the call at this time, a replay will be available for 14 days starting on Friday, April 16, 2010, at 10:00 a.m. Eastern Time. To access the replay, call (800) 642-1687. International callers should call +1 (706) 645-9291. The conference passcode is 68498286.

Use of Non-GAAP Financial Information

GAAP results for years ended December 31, 2009 and 2008 include the significant non-cash charges which do not relate to the operation of the business including deemed preferred dividends related to the Company's Series A and B preferred stock and non-cash expenses related to the change in fair value of derivative financial instruments. These are non-cash events which do not affect the Company's operations. To supplement the Company's consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP financial information excluding the impact of these items in this release, which are adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations, adjusted net income attributable to common shareholders and adjusted earnings per share attributable to common shareholders. The Company's management believes that these non-GAAP measures provide investors with a better understanding of how the results relate to the Company's historical performance. The additional adjusted information is not meant to be considered in isolation or as a substitute for GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies. Management believes that these adjusted financial measures are useful to investors because they exclude non-cash expenses that management excludes when it internally evaluates the performance of the Company's business and makes operating decisions as these measures provide a consistent method of comparison to historical periods. As a result, the provision of these adjusted measures allows investors to evaluate the Company's performance using the same methodology and information as that used by the Company's management. Moreover, management believes that these adjusted measures reflect the essential operating activities of the Company. Adjusted measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the adjusted financial measure. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded. A reconciliation of each adjusted measure to the nearest GAAP measure appears in the table at the end of this release.

About China New Energy Group Company

China New Energy Group Company ("China New Energy" or the "Company") is a vertically integrated natural gas company engaged in the development of natural gas distribution networks, and the distribution of natural gas to residential, industrial, and commercial users in small and medium sized cities in China. The Company generates revenues primarily from the connection fees it charges its customers for interconnecting to pipelines in its natural gas distribution networks, and fees for natural gas usage. For more information, please visit http://www.cnegc.com .

Safe Harbor Statement

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors include, but are not limited to, the Company's ability to access natural gas for distribution, and ability to identify and develop operational locations under favorable terms, changes in natural gas pricing mechanism imposed by the Chinese government, changes in the regulatory environment and future national or regional economic and competitive conditions, and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



    For further information, please contact:

     Eric Yu, Chief Financial Officer
     Email: ericyu@cnegc.com
     Web:   http://www.cnegc.com

    Investor Relations Contact:

    CCG Investor Relations
     Mr. Athan Dounis, Account Manager
     Phone: +1-646-213-1916
     Email: athan.dounis@ccgir.com

     Mr. Crocker Coulson, President
     Phone: +1-646-213-1915
     Email: crocker.coulson@ccgir.com
     Web:   http://www.ccgirasia.com



                          -FINANCIAL TABLES FOLLOW-


                        CHINA NEW ENERGY GROUP COMPANY
                         CONSOLIDATED BALANCE SHEETS

                                                 December 31,    December 31,
                                                     2009             2008
                     ASSETS
    CURRENT ASSETS
    Cash and cash equivalents               $     2,672,884 $      5,612,356
    Restricted cash                                 180,352          221,152
    Accounts receivable, net of allowance
     for doubtful accounts of $- and $-           6,137,403        1,501,431


    Receivable from sale of subsidiary            5,119,055               --
    Inventories, net                                419,259          231,336

    Prepaid expenses                                280,337          128,748
    Deemed receivable from former
     shareholders of subsidiaries acquired
     for settlement of certain liabilities        1,983,782               --
    Net current assets of discontinued
     operations                                          --          717,532
    Total current assets                         16,793,072        8,412,555

    Property, plant and equipment, net           17,212,324        9,744,916
    Other receivables                             2,482,072        2,253,588
    Deposits for acquisitions                       197,696               --
    Intangible assets, net                        1,344,008        1,124,605
    Deposits paid for acquisition of long
     term assets                                  1,972,162        1,424,747
    Goodwill                                        224,488               --
    Net non-current assets of discontinued
     operations                                          --        3,972,336
    TOTAL ASSETS                            $    40,225,822 $     26,932,747


          LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
    Accounts payable                        $       882,773  $       105,573
    Accruals and other payables                     191,737          346,598
    Acquisition consideration payable             1,651,888        1,838,946
    Tax payable                                   1,600,683          228,933
    Registration rights penalties payable         2,160,000          900,000
    Related party payables                           97,893          498,703
    Dividends payable on preferred stock            509,381          194,000
    Derivative financial instruments -
     warrants                                     6,768,106        5,506,143
    Liabilities to be settled by former
     shareholders of subsidiaries acquired        1,983,782               --
    Net liabilities of discontinued
     operations                                          --        1,128,863

    TOTAL CURRENT LIABILITIES                    15,846,243       10,747,759

    Commitments and contingencies

    Preferred Stock: 10,000,000 shares
     authorized, $0.001 par value Series A
     Convertible Preferred Stock:
     2,098,918 and 1,857,373 shares issued
     and outstanding, liquidation preference
     of $10,137,774 and $8,971,112,
     respectively                                 7,031,818        7,031,818
    Series B Convertible Preferred Stock:
     1,116,388 and 0 shares issued and
     outstanding, liquidation preference
     of $5,399,969 and $0                         2,153,307               --

    CHINA NEW ENERGY GROUP COMPANY'S
     STOCKHOLDERS' EQUITY
    Common Stock: 500,000,000 shares
     authorized, $0.001 par value,
     101,788,199 and 100,000,041 shares
     issued and outstanding, respectively           101,788          100,000
    Additional paid in capital                   10,152,971        9,396,046
    Retained earnings (Accumulated deficit)       1,423,523       (3,809,149)
    Statutory surplus reserve fund                1,746,890        1,746,890
    Accumulated other comprehensive income        1,600,941        1,616,977
    TOTAL CHINA NEW ENERGY GROUP COMPANY'S
     STOCKHOLDERS' EQUITY                        15,026,113        9,050,764

    Non-controlling interest                        168,341          102,406
    TOTAL STOCKHOLDERS' EQUITY                   15,194,454        9,153,170

    TOTAL LIABILITIES, REDEEMABLE
     CONVERTIBLE PREFERRED STOCK AND
     STOCKHOLDERS' EQUITY                   $    40,225,822  $    26,932,747



                        CHINA NEW ENERGY GROUP COMPANY
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                                     For the year ended
                                                        December 31,
                                                   2009               2008
    Revenues:
       Connection services                 $   11,093,444  $       4,919,392
       Natural gas                                680,451            571,835
                                               11,773,895          5,491,227
    Cost of Revenues:
       Connection services                      2,468,537          1,386,320
       Natural gas                                655,686            498,377
                                                3,124,223          1,884,697

    Gross Profit                                8,649,672          3,606,530

    Operating Expenses:
    General and administrative expenses         2,196,225          1,068,810
    Selling expenses                              245,692             62,668
    Registration rights penalties               1,260,000            900,000
    Total operating expenses                    3,701,917          2,031,478

    Operating Income                            4,947,755          1,575,052

    Other Income (Expenses):
      Change in fair value of derivative
       financial instruments - warrants         3,608,077         (2,553,870)
      Gain on acquisition of Wuyuan               313,056                 --
      Interest income                              69,560             11,777
      Interest expense                            (10,719)           (33,718)
      Other income                                 13,022              4,972

    Total other income (expenses)               3,992,996         (2,570,839)

    Income (Loss) From Continuing
     Operations, Before Income Tax              8,940,751           (995,787)

    Income Tax                                  2,142,816            639,088

    Income (Loss) From Continuing
     Operations, net of Income Tax              6,797,935         (1,634,875)

    Discontinued Operations:
    Income from discontinued operations,
     net of Income Tax                            515,748          1,387,100
    Gain (loss) on disposal of subsidiary         911,065         (1,098,253)
    Income (loss) from Discontinued             1,426,813            288,847
     Operations, net of Income Tax

    Net Income (Loss)                           8,224,748         (1,346,028)

    Net Income Attributable to
     Non-controlling Interest                     (65,935)           (24,010)

    Net Income (Loss) Attributable to China
     New Energy Group                           8,158,813         (1,370,038)

    Dividends and Deemed Dividend on
     Preferred Stock                           (2,926,141)        (7,225,818)

    Net Income (Loss) Attributable to
     Common Stockholders                   $    5,232,672  $      (8,595,856)

    Other Comprehensive Income:
    Net Income (Loss)                           8,224,748         (1,346,028)
    Foreign currency translation adjustment        16,036            924,621
    Comprehensive income                   $    8,240,784  $        (421,407)

    Income (Loss) per share - Basic
    Income (loss) from continuing
     operations                            $         0.05  $           (0.09)
    Income (loss) from discontinued
     operations                                      0.01              (0.00)
    Total income (loss) per share          $         0.06  $           (0.09)

    Income per share - Diluted
    Income (loss) from continuing          $               $
     operations                                      0.04              (0.09)
    Income (loss) from discontinued
     operations                                      0.01               0.00
    Total income (loss) per share          $         0.05  $           (0.09)

    Weighted average Common Stock
     outstanding
    Basic                                     100,268,687         98,727,193
    Diluted                                   209,282,696        124,375,102



                        CHINA NEW ENERGY GROUP COMPANY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       For The Years Ended
                                                           December 31,
                                                        2009            2008
    Cash flows from operating activities:
      Net income (loss)                           $  8,224,748   $  (1,346,028)
      Net income from discontinued operations        1,426,813         288,847
      Net income (loss) from continuing operations   6,797,935      (1,634,875)
    Adjustments to reconcile net income
     (loss) to net cash used in
     operating activities:
      Change in fair value of derivative
       financial instruments - warrants             (3,608,077)      2,553,870
      Gain on acquisition of Wuyuan                   (313,056)             --
      Registration rights penalties                  1,260,000         900,000
      Depreciation and amortization                    358,226         387,443
    Changes in operating assets and liabilities:
      Accounts receivable                           (4,633,674)       (287,336)
      Other receivables                               (136,184)        561,356
      Inventories                                     (104,892)         76,903
      Prepaid expenses                                (151,550)     (1,521,871)
      Accounts payable                                 776,795        (669,613)
      Accruals and other payables                     (411,305)     (1,481,756)
      Tax payable                                    1,371,043        (647,387)
      Cash provided by (used in) operating
       activities - continuing operations            1,205,261      (1,763,266)
      Cash provided by (used in) operating
       activities - discontinued operations           (360,372)        420,982

    Net cash provided by (used in) operating
     activities                                        844,889      (1,342,284)

    Cash flows from investing activities
      Proceeds from discontinued operations            730,900              --
      Deposit paid and acquisition of
       property, plant and equipment                (5,136,626)     (1,846,691)
      Net cash received from exchange
       of subsidiary                                        --          66,841
      Deposits for acquisitions                       (197,696)             --
      Payment made to acquire subsidiary -
       Chensheng                                    (1,838,946)             --
      Payment made to acquire subsidiary -
       Wuyuan                                         (237,621)             --
      Payment made to acquire subsidiary -
       Zhanhua Jiutai                               (1,398,766)             --
      Cash used in investing
       activities-continuing operations             (8,078,755)     (1,779,850)
      Cash used in investing
       activities-discontinued operations             (511,375)       (915,403)

    Net cash used in investing activities           (8,590,130)     (2,695,253)

    Cash flows from financing activities
      Net proceeds from issuance of
       preferred stock                               4,729,472       7,076,302
      Contribution from former non-
       controlling interest                            441,827              --
      (Repayment to) related parties                  (400,529)             --
      Proceeds from related parties                         --         335,132
      Change in restricted cash                         40,800        (221,152)
      Cash provided by financing
       activities-continuing operations              4,811,570       7,190,282
      Cash provided by financing
       activities-discontinued operations                   --              --

    Net cash provided by financing activities        4,811,570       7,190,282

    Effect of exchange rate changes on
     cash and cash equivalents                          (5,801)        148,583

    Net (decrease) increase in cash and
     cash equivalents                               (2,939,472)      3,301,328

    Cash and cash equivalents - beginning
     of year                                         5,612,356       2,311,028

    Cash and cash equivalents - end of year         $2,672,884      $5,612,356

    Supplemental disclosures of cash flow
     information:
    Cash paid for interest                                  --              --
    Cash paid for income tax                        $1,302,664      $1,885,638


    Supplemental disclosure of non-cash
     investing and financing activities:
    Preferred stock dividends payable                 $772,334        $194,000
    Preferred stock dividends paid in
     common stock                                      456,953              --

    Registration rights penalties                    1,260,000         900,000
    Acquisition consideration payable
     related to the acquisition of Chensheng                --       1,838,946
    Acquisition consideration payable
     related to the acquisition of Wuyuan              636,850              --
    Acquisition consideration payable
     related to the acquisition of Zhanhua Jiutai    1,015,038              --
    Receivable for disposal of
     discontinued operations                        $5,119,055             $--



                        CHINA NEW ENERGY GROUP COMPANY
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                    Retained
                                                       Additional   Earnings
                                    Common Stock         Paid-in  (Accumulated
                                  Shares      Amount     Capital     Deficit)

    BALANCE, December 31, 2007  94,908,650   $94,909   $5,277,108   $4,786,707
    Recapitalization             7,091,391     7,091       (7,091)          --
    Cancellation of stock in
     recapitalization           (2,000,000)   (2,000)       2,000           --
    Warrants issued in
     connection with
     private placement                  --        --     (984,091)          --
    Cost of raising capital             --        --   (1,923,698)          --
    Deemed dividend on
     issuance of
     preferred stock                    --        --     7,031,818  (7,031,818)
    Preferred stock dividend            --        --           --     (194,000)
    Disposal of non-
     controlling interest               --        --           --           --
    Net income (loss)                   --        --           --   (1,370,038)
    Currency translation
     adjustment                         --        --           --           --
    BALANCE,
     December 31, 2008         100,000,041  $100,000   $9,396,046  $(3,809,149)
    Warrants issued in
     connection with
     private placement                  --        --   (1,623,346)          --
    Cost of raising capital             --        --     (670,528)          --
     To record deemed
      dividend due to
      beneficial conversion
      feature of preferred
      shares                            --        --    2,153,807   (2,153,807)
     Contribution from non-
      controlling interest              --        --      441,827           --
     Preferred stock dividend           --        --           --     (772,334)
     Dividend paid by Common
      Stock                      1,788,158     1,788      455,165           --
    Net income                          --        --           --    8,158,813
    Currency translation
     adjustment                         --        --           --           --
    BALANCE,
     December 31, 2009         101,788,199  $101,788  $10,152,971   $1,423,523



                        CHINA NEW ENERGY GROUP COMPANY
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                           Accumulated
                                 Statutory    Other       Non-        Total
                                  Surplus    Compre-     cont-        Stock
                                  Reserve    hensive     rolling    -holders'
                                   Fund      Income     Interest      Equity

    BALANCE, December 31, 2007  $1,746,890    $692,356   $97,875  $12,695,845
    Recapitalization                    --          --        --           --
    Cancellation of stock in
     recapitalization                   --          --        --           --
    Warrants issued in
     connection with
     private placement                  --          --        --     (984,091)
    Cost of raising capital             --          --        --   (1,923,698)
    Deemed dividend on issuance
     of preferred stock                 --          --        --           --
    Preferred stock dividend            --          --        --     (194,000)
    Disposal of non-controlling
     interest                           --          --   (19,479)     (19,479)
    Net income (loss)                   --          --    24,010   (1,346,028)
    Currency translation
     adjustment                         --     924,621        --      924,621
    BALANCE, December 31, 2008  $1,746,890  $1,616,977  $102,406   $9,153,170
    Warrants issued in
     connection with private
     placement                          --          --        --   (1,623,346)
    Cost of raising capital             --          --        --     (670,528)
     To record deemed dividend
      due to beneficial
      conversion feature of
      preferred shares                  --          --        --           --
     Contribution from non-
      controlling interest              --          --        --      441,827
     Preferred stock dividend           --          --        --     (772,334)
     Dividend paid by
      Common Stock                      --          --        --      456,953
    Net income                          --          --    65,935    8,224,748
    Currency translation
     adjustment                         --     (16,036)       --      (16,036)
    BALANCE, December 31, 2009  $1,746,890  $1,600,941  $168,341  $15,194,454



                        CHINA NEW ENERGY GROUP COMPANY
                RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                             Twelve Months Ended December 31,
                                                            2009
    Adjusted Net Income (Loss) and
     Diluted EPS From Continuing Operations        2009              2008

    GAAP Net Income (Loss) from
     Continuing Operations                      $6,797,935       ($1,634,875)
    Change in fair value of derivative
     financial instruments - warrants          ($3,608,077)       $2,553,870
    Adjusted Amount Net Income from
     Continuing Operations                      $3,189,858          $918,995
    Weighted average number of shares -
     Diluted                                   209,282,696       124,375,102
    Adjusted Diluted EPS from Continuing
     Operations                                      $0.02             $0.01


                                              Twelve Months Ended December 31,
                                                            2009
    Adjusted Net Income (Loss) and
     Diluted EPS Attributable to Common
     Shareholders                                  2009              2008

    GAAP Net Income (Loss) and
     Attributable to Common Shareholders        $5,232,672       ($8,595,856)
    Non-cash Deemed Preferred Dividend          $2,153,807        $7,031,818
    Change in fair value of derivative
     financial instruments - warrants          ($3,608,077)       $2,553,870
    Adjusted Amount                             $3,778,402          $989,832
    Weighted average number of shares -
     Diluted                                   209,282,696       124,375,102
    Adjusted Diluted EPS Attributable to
     Common Shareholders                             $0.02             $0.01

SOURCE China New Energy Group Company