TIANJIN, China, Aug. 17 /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, today announced its second quarter financial results ended June 30, 2010.



    Second Quarter 2010 Highlights
    -- Revenue reached $0.7 million, up 29.3% from $0.5 million for the same
       period last year
    -- Gross profit increased 49.9% to $0.5 million from $0.3 million for the
       same period last year
    -- Gross margin increased to 73.3% from 63.2%
    -- Operating loss was $0.8 million, compared to a loss of $0.2 million for
       the same period last year
    -- Net loss from continuing operations was $0.9 million, or approximately
       ($0.01) per diluted share, compared to a net income from continuing
       operations of $13.5 million, or $0.10 per diluted share, for the second
       quarter 2009. Excluding the non-cash impact of the change in fair value
       of derivative financial instruments, adjusted net loss from continuing
       operations was $0.8 million, compared with an adjusted net loss of
       $0.2 million, for the second quarter of 2009 (*)

"During the second quarter, we saw a year over year increase in revenue and gross margin due to higher connection fees from a new industrial customer," said Mr. Yangkan Chong, Chief Executive Officer. "We continued to prepare for future growth by enhancing our business development activities and working with outside consultants and new staff to help strengthen our internal controls. We are optimistic that we will be well prepared to manage the larger scale of our business following the completion of our pending acquisitions."

Second Quarter 2010 Results

For the second quarter ended June 30, 2010, revenues were $0.7 million, an increase of 29.3% from $0.5 million in the same quarter last year. The increase was primarily due to revenues generated from connection fees contributed by a significant new industrial client. Revenues from connection fees were $0.7 million, an increase of 31.3% from $0.5 million last year. Revenues from natural gas sales were $28,452, a decrease of 3.9% from $29,610 for the second quarter of last year. The decrease was due to the drop in sales from residential customers.

Gross profit was $0.5 million, an increase of 49.9% from the second quarter of 2009. Gross margin was 73.3%, compared to 63.2% in the same period last year. The increase in gross margin was largely driven by a rise in industrial connection services, which enjoy a gross margin of 99%.

Operating expenses were $1.3 million, an increase of 135.7% from $0.5 million for the second quarter of last year. This increase was primarily due to the fact that the Company is expanding by adding more resources in areas like business development, outside consultants, and the hiring of additional staff to help strengthen the Company's internal controls. Operating loss was $0.8 million, compared to an operating loss of $195,596 for the same period last year.

The Company's second quarter 2010 and second quarter 2009 financial statements include the non-cash impact from the change in fair value of derivative financial instruments of ($107,680) and $13.7 million, respectively.

Net loss from continuing operations was $0.9 million, or $(0.01) per diluted share, compared to net income from continuing operations of $13.5 million, or $0.10 per diluted share, last year. Excluding the non-cash impact from the change in fair value of derivative financial instruments, the Company's adjusted net loss from continuing operations was $0.8 million, compared to an adjusted net loss from continuing operations of $0.2 million for the second quarter of last year. (*)

In March 2010, the Company sold its subsidiary, Yingkou Zhongneng Gas Development Co., Ltd., for RMB 21.9 million (approximately $3.2 million). In December 2009, the Company sold its Acheng Division for RMB 40 million (approximately $6 million). The results of Yingkou Zhongneng and Acheng Division are classified as discontinued operations on the Company's financial statements.

Net loss attributable to common shareholders was $1.2 million, or ($0.01) per diluted share, compared to net income attributable to common shareholders of $12.3 million, or $0.10 per diluted share, last year. Adjusted net loss attributable to common shareholders, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $1.1 million, compared to an adjusted net loss of $1.4 million for the second quarter of last year (*)

(*) See table at the end of this press release for a reconciliation of income from continuing operations 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.

First Half 2010 Results

For the six months ended June 30, 2010, revenues were $2.4 million compared to $0.7 million in the same period last year, an increase of 246.0%. Revenues from connection services fees were $2.35 million compared to $0.65 million in the same period last year, an increase of 261.2%. Sales of natural gas were $46,902 compared to $42,423 in the same period last year, representing an increase of 11%.

Gross profit was $1.8 million compared to $0.4 million in the same period last year, an increase of 324.1%. Gross margin was 73.1% compared to 59.7% last year. Operating loss was relatively unchanged at $0.9 million.

Net loss from continuing operations was $1.0 million compared to net income from continuing operations of $1.1 million for the six months ended June 30, 2009. Adjusted net loss from continuing operations, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $1.3 million compared with an adjusted net loss from continuing operations of $0.9 million, for the first six months of 2009.

Net loss attributable to common shareholders was $1.5 million, or ($0.00) per diluted share, compared to net loss attributable to common shareholders of $0.3 million, or $0.00 per diluted share, in the first half of 2009. Adjusted net loss attributable to common shareholders, which excludes the non-cash impact of the change in fair value of derivative financial instruments, was $1.8 million, compared to an adjusted net loss of $2.3 million for the first half of 2009.

Financial Condition

As of June 30, 2010, the Company had cash and cash equivalents of $0.3 million. The Company has no long-term debt. Shareholders' equity was $14.1 million as of June 30, 2010. During the first half of 2010, operating cash flow was $0.1 million versus negative cash from operations of $2.4 million in the prior year period. Capital expenditures for the six months ended June 30, 2010 were approximately $3.1 million, which was primarily for the construction of gas pipelines and stations.

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.

Mr. Chong concluded, "We continue to work on completing three pending acquisitions -- Dadi Gas, Fuzhou Zhongran, and Lean Zhongran -- and are confident they will close by year end. All of these acquisition targets are located in under-penetrated, growing small- and medium-sized cities and provide opportunities for us to enter into favorable franchise agreements with local governments for long-term exclusive rights to develop the local natural gas distribution network and to provide natural gas to the area. We are excited about our business going forward and expect to capitalize on the growing market for natural gas in China."

Use of Non-GAAP Financial Information

GAAP results for three and six month periods ended June 30, 2010 and 2009 include the significant non-cash charges which do not relate to the operation of the business including 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.




                           - FINANCIAL TABLES FOLLOW -



                          CHINA NEW ENERGY GROUP COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     June 30,    December 31,
                                                       2010           2009
    ASSETS                                         (Unaudited)
    CURRENT ASSETS
    Cash and cash equivalents
                                                     $262,728     $2,672,884
    Restricted cash                                   131,930        180,352
    Accounts receivable, net of allowance for
     doubtful accounts of $231,550 and $-           4,555,133      4,619,232
    Receivable from sale of a subsidiary            3,260,582      5,119,055
    Inventories, net                                  286,595        271,104
    Prepaid expenses                                  205,024        179,011
    Deemed receivable from former shareholders
     of subsidiaries acquired for settlement of
     certain liabilities                            1,384,073      1,983,782
    Current assets held for sale                    1,407,538      1,768,278
    NET CURRENT ASSETS                             11,493,603     16,793,698

    Property, plant and equipment, net             10,039,454      8,000,069
    Other receivables                               1,940,197      2,091,092
    Deposits for acquisitions of subsidiaries       1,222,946        197,696
    Intangible assets, net                          1,181,224      1,186,272
    Deposits paid for acquisition of long-term
     assets                                         2,960,522      1,972,162
    Goodwill                                          225,430        224,488
    Non-current assets held for sale                9,970,525      9,760,345

    TOTAL ASSETS                                  $39,033,901    $40,225,822

    LIABILITIES AND EQUITY
    CURRENT LIABILITIES
    Accounts payable                                 $908,076       $614,642
    Deposits receipt for disposal                     734,365             --
    Accruals and other payable                        683,732        187,904
    Acquisition consideration payable               1,538,654      1,651,888
    Tax payable                                       621,980      1,323,815
    Registration rights penalties payable           2,160,000      2,160,000
    Related party payables                             98,305         97,893
    Dividends payable on preferred stock              503,515        509,381
    Derivative financial instruments -
     warrants                                       6,476,070      6,768,106
    Liabilities to be settled by former
     shareholders of subsidiaries acquired          1,384,073      1,983,782
    Current liabilities held for sale                 430,656        548,832
    TOTAL CURRENT LIABILITIES                      15,539,426     15,846,243

    Commitments and contingencies (Note 23)

    Preferred Stock: 10,000,000 shares
     authorized, $0.001 par value Series A
     Convertible Preferred Stock: 2,098,918
     and 2,098,918 shares issued and outstanding,
     liquidation preference of $10,137,774 and
     $10,137,774 as of June 30, 2010 and
     December 31, 2009                              7,031,818      7,031,818

    Series B Convertible Preferred Stock:
     1,116,388 and 1,116,388 shares issued and
     outstanding, liquidation preference of
     $5,399,969 and $5,399,969 as of June 30,
     2010 and December 31, 2009                     2,153,307      2,153,307

    CHINA NEW ENERGY'S STOCKHOLDERS' EQUITY
    Common Stock: 500,000,000 shares
     authorized, $0.001 par value, 105,395,032
     and 101,788,199 shares issued and
     outstanding, respectively                        105,395        101,788
    Additional paid in capital                     10,629,380     10,152,971
    (Accumulated deficit)/ Retained earnings          (98,061)     1,423,523
    Statutory surplus reserve fund                  1,746,890      1,746,890
    Accumulated other comprehensive income          1,754,684      1,600,941
    TOTAL CHINA NEW ENERGY'S STOCKHOLDERS'
     EQUITY                                        14,138,288     15,026,113

    Non-controlling interest                          171,062        168,341
    TOTAL EQUITY                                   14,309,350     15,194,454

    TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE
     PREFERRED STOCK AND EQUITY                   $39,033,901    $40,225,822



                         CHINA NEW ENERGY GROUP COMPANY
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                              (LOSS) - (UNAUDITED)

                          For the three months ended  For the six months ended
                                   June 30,                   June 30,
                               2010         2009          2010         2009
    Revenues:
    Connection services     $663,179     $505,106    $2,354,541     $651,858

    Natural gas               28,452       29,610        46,902       42,243
                             691,631      534,716     2,401,443      694,101
    Cost of Sales:
    Connection services      140,102      161,489       571,678      221,583
    Natural gas               44,723       35,136        73,585       58,417
                             184,825      196,625       645,263      280,000
    Gross Profit             506,806      338,091     1,756,180      414,101

    Operating Expenses:
    General and
     administrative
     expenses              1,175,719      485,146     2,484,325      772,298
    Selling expenses          81,969       48,541       151,636       86,602
    Registration right
     liabilities                  --           --            --      450,000
    Total operating
     expenses              1,257,688      533,687     2,635,961    1,308,900

    Operating (Loss)        (750,882)    (195,596)     (879,781)    (894,799)

    Other Income
     (Expenses):
    Change in fair value
     of derivative
     financial
     instruments -
     warrants               (107,680)  13,688,558       292,036    1,976,044
    Interest income              111           25         2,550        2,234
    Interest expense          (2,192)      (2,401)       (4,365)      (3,010)
    Other income              12,561           --        13,090           93
    Total other income
     (expenses)              (97,200)  13,686,182       303,311    1,975,361

    (Loss) Income From
     continuing
     operations, Before
     Income Tax             (848,082)  13,490,586      (576,470)   1,080,562

    Income Tax                92,674        5,111       382,597        6,108

    (Loss) Income From
     continuing
     operations, net of
     Income Tax             (940,756)  13,485,475      (959,067)   1,074,454

    Discontinued
     Operations:
    (Loss) Income from
     discontinued
     operations, net of
     income tax                  (16)   1,165,559       (85,646)   1,085,037

    (Loss) Income from
     discontinued
     operations, net of
     Income Tax                  (16)   1,165,559       (85,646)   1,085,037

    Net (Loss) Income       (940,772)  14,651,034    (1,044,713)   2,159,491

    Net Loss (Income)
     attributable to
     Non-controlling
     Interest                   (996)     (14,052)       (2,721)       6,903

    Net (Loss) Income
     attributable to
     China New
     Energy Group           (941,768)  14,636,982    (1,047,434)   2,166,394

    Dividend on
     Preferred Stock        (258,975)  (2,342,807)     (474,150)  (2,477,807)

    Net (Loss) Income
     attributable to
     China New Energy
     Group Common
     Stockholders         (1,200,743)  12,294,175    (1,521,584)    (311,413)

    Other Comprehensive
     Income:
    Net (Loss) Income       (940,772)  14,651,034    (1,044,713)   2,159,491
    Foreign currency
     translation loss       (147,358)     (10,679)     (152,539)     (10,679)
    Comprehensive Income
     attributable to
    Non-controlling
     interest                     --        5,026            --        5,026
    Comprehensive (loss)
     income              $(1,088,130) $14,645,381   $(1,197,252)  $2,153,838

    (Loss) Income per
     share - Basic
    (Loss) Income from
     continuing
     operations               $(0.01)       $0.10        $(0.01)      $(0.03)
    (Loss) Income from
     discontinued
     operations               $(0.00)       $0.01        $(0.00)       $0.01

    Total (loss) income
     per share                $(0.01)       $0.11        $(0.01)      $(0.02)

    (Loss) Income per
     share - Diluted
    (Loss) Income from
     continuing               $(0.01)       $0.10        $(0.01)      $(0.03)
     operations
    (Loss) Income from
     discontinued
     operations               $(0.00)       $0.01        $(0.00)       $0.01

    Total (loss) income
     per share                $(0.01)       $0.11        $(0.01)      $(0.02)

    Weighted average
     common shares
     outstanding
    Basic                102,580,909  100,000,041   102,186,744  100,000,041
    Diluted              227,672,021  144,433,653   227,340,954  142,264,680



                          CHINA NEW ENERGY GROUP COMPANY
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)

                                                  For The Six Months Ended
                                                          June 30,
                                                   2010              2009
    Cash flows from operating activities:
    Net (loss) income                          $(1,044,713)       $2,159,491
    Net (income) loss from discontinued
     operations                                    (85,646)        1,085,037
    Net (loss) income from continuing
     operations                                  $(959,067)       $1,074,454

    Adjustments to reconcile net (loss)
     income to net cash used
     in operating activities:
    Change in fair value of derivative
     financial instruments - warrants             (292,036)       (1,976,044)
    Registration rights penalties                                    450,000
                                                        --
    Depreciation and amortization                  169,590            88,702

    Changes in operating assets and
     liabilities:
    Accounts receivable                             83,183        (1,502,292)
    Other receivables                              160,267           385,321
    Inventories                                    (14,297)           21,316
    Prepayment                                     (25,180)          211,701
    Other current assets                                --           (72,372)

    Accounts payable                               289,740          (446,848)
    Accruals and other payables                  1,225,507           (21,764)
    Tax payable                                   (704,689)         (241,029)
    Cash used in operating activities -
     continuing operations                         (66,982)       (2,028,855)
    Cash provided by operating activities
     - discontinued operations                     171,811          (410,215)

    Net cash provided by (used in)
     operating activities                          104,829        (2,439,070)

    Cash flows from investing activities
    Acquisition of property, plant and
     equipment                                  (2,157,702)         (664,429)
    Deposit paid for property, plant and
     equipment                                    (976,326)         (395,017)
    Deposits paid for acquisitions of           (1,025,250)
     subsidiaries                                                         --
    Payment made to acquire subsidiary -
     Chensheng                                          --        (1,838,946)
    Proceeds from sale of subsidiary             1,872,782                --
    Acquisition consideration payable             (117,049)               --
    Distribution from discontinued
     operation                                       1,994                --
    Cash used in investing
     activities-continuing operations           (2,401,551)       (2,898,392)
    Cash used in investing
     activities-discontinued operations           (179,250)       (1,849,891)

    Net cash used in investing activities       (2,580,801)       (4,748,283)

    Cash flows from financing activities
    Change from restricted cash                     48,422            16,437
    Issued preferred stock                              --         4,752,140

    Cash provided by financing
     activities-continuing operations               48,422         4,768,577
    Cash provided by financing
     activities-discontinued operations                 --           439,060

    Net cash flows provided by financing
     activities                                     48,422         5,207,637

    Effect of exchange rate changes in
     cash and cash equivalents                      17,394             1,392

    Net decrease in cash and cash
     equivalents                                (2,410,156)       (1,978,324)

    Cash and cash equivalents - beginning
     of period                                   2,672,884         5,612,356

    Cash and cash equivalents - end of
     period                                       $262,728        $3,634,032

    Supplemental disclosure of cash flow
     information:
    Cash paid for interest                          $4,365            $3,010
    Cash paid for income tax                    $1,036,534          $372,556

    Supplemental disclosure of non-cash
     investing and financing activities:
    Preferred stock dividends payable             $474,150          $324,000



    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                 Three Months Ended        Six Months Ended
                                      June 30,                 June 30,
    Adjusted Net Income
     (Loss) and Diluted
     EPS From Continuing
     Operations                    2010        2009         2010        2009

    GAAP Net Income
     (Loss) from
     Continuing
     Operations                 (940,754) 13,485,475     (959,065)   1,074,454
    Less: Change in fair
     value of derivative
     financial instruments      (107,680) 13,688,558      292,036    1,976,044
     - warrants
    Adjusted Amount Net
     Income from Continuing
     Operations                ($833,074)  ($203,083) ($1,251,101)   ($901,590)
    Weighted average number
     of shares - Diluted     227,672,021 144,433,653  227,340,954  142,264,680

    Adjusted Diluted EPS
     from Continuing
     Operations                   ($0.00)     ($0.00)      ($0.01)      ($0.01)


                                  Three Months Ended       Six Months Ended
                                       March 31,               March 31,
    Adjusted Net Income
     (Loss) and Diluted EPS
     Attributable to Common
     Shareholders                  2010        2009         2010        2009

    GAAP Net Income (Loss)
     and Attributable to
     Common Shareholders      (1,200,742)  12,294,175  ($1,521,583)  ($311,413)

    Less: Change in fair
     value of derivative
     financial instruments -
     warrants                   (107,680)  13,688,558      292,036   1,976,044
    Adjusted Amount          ($1,093,062) ($1,394,383) ($1,813,619)($2,287,457)
    Weighted average number
     of shares - Diluted     227,672,021  144,433,653  227,340,954 142,264,680
    Adjusted Diluted EPS
     Attributable to
     Common Shareholders          ($0.00)      ($0.01)      ($0.01)     ($0.02)


    For more information, please contact:

    Company 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

SOURCE China New Energy Group Company