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Published on 9/20/2010 in the Prospect News PIPE Daily.

China New Energy Group concludes $18 million placements of convertibles

Proceeds slated to finance acquisition of interests in two companies

By Devika Patel

Knoxville, Tenn., Sept. 20 - China New Energy Group Co. sold $15 million of its series C and series D convertible preferred stock in a private placement with China Hand Fund I, LLC on Sept. 14, according to an 8-K filed Monday with the Securities and Exchange Commission.

The company sold 18.73 series C preferreds and four series D preferreds.

The company also sold $3 million of convertible notes due Oct. 15, 2010 to a group of investors. The notes pay no interest and are convertible into a total of 1.67 series C preferreds if they are repaid before maturity. Otherwise, they will convert automatically into a total of 37.5 series C preferreds.

The series C preferreds are convertible into 5,647,011 common shares at $0.14179 per share, a discount of 29.11% to the closing share price of $0.20 on Sept. 13.

The series D preferreds are convertible into a number of shares determined by a formula that includes several variables, including the number of shares into which the series C preferreds may be converted and the number of shares issued to new investors between Oct. 1 and April 30, 2011 in sales that do not exceed $54.5 million.

Both series of preferreds will convert automatically on May 31 or the date when the company completes its planned acquisition of 70% of the equity interests in Beijing Century Dadi Gas Engineering Co., Ltd., whichever occurs later.

Proceeds will be used to finance the acquisition of a 70% equity interest in each of Beijing Century and Zhoulu Dadi Gas Co. Ltd.

China New Energy is a natural gas company based in Tianjin, China.

Issuer:China New Energy Group Co.
Issue:Series C convertible preferred stock, series D convertible preferred stock, convertible notes
Amount:$18 million
Warrants:No
Investor:China Hand Fund I, LLC (for $15 million preferreds)
Settlement date:Sept. 14
Stock symbol:OTCBB: CNER
Stock price:$0.20 at close Sept. 13
Market capitalization:$27.73 million
Series C preferreds
Shares:18.73
Conversion price:$0.14179
Conversion ratio:Into 5,647,011 shares
Series D preferreds
Shares:Four
Notes
Amount:$3 million
Maturity:Oct. 15, 2010
Coupon:None
Conversion ratio:1.67 series C preferreds if repaid prior to maturity; otherwise, 37.5 series C preferreds

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