UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22, 2009
China
New Energy Group Company
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-32691
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65-0972647
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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20/F, Center Plaza, No.188 Jie Fang
Road
He
Ping District, Tianjin, 300042
People's
Republic of China
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (011)-86-22-5829 9778
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act(17CFR230.425)
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o
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Soliciting
material pursuant to Rule14a-12 under the Exchange
Act(17CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under theExchange Act
(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under theExchange Act
(17CFR240.13e-4(c))
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Item
1.01 Entry Into a Material
Definitive Agreement.
On
December 22, 2009, Tianjin SingOcean Public Utilities Development Co., Ltd., a
PRC company and our wholly-owned subsidiary (“
SingOcean
” or the
“
Seller
”),
entered into an Asset Purchase Agreement (the “
Agreement
”), with
Harbin Hengsheng Real Estate Development Co., Ltd. (the “
Purchaser
”).
Pursuant
to the Agreement Seller agreed to sell to Purchaser certain assets including,
certain land use rights, construction in progress, licenses and operating
equipment relating to a gas pipeline located at Acheng District, Harbin City
(the “
Assets
”)
for a cash purchase price of RMB 40,000,000 (approximately $6
million US Dollars).
The
purchase price is payable in three installments.
The first
installment of RMB 5,000,000 of the total purchase price is payable within 3
days of the execution of the Agreement.
The
second installment of RMB 14,500,000 of the total purchase price is payable
within 50 days of the execution of the Agreement.
The third
installment of RMB 20,500,000 of the total purchase price is payable within 12
months of the execution of the Agreement.
In
addition to the cash purchase price Purchaser is responsible for all the taxes
and expenses payable in connection with the transaction including all of
Seller’s taxes and expenses incurred or payable in connection with the
transaction.
The
transfer of the assets shall occur within 10 days of the payment of the second
installment.
Within
thirty (30) days after the Purchaser pays the second installment, Seller is
required to obtain all necessary written consents from the creditors to the
assumption by Purchaser of the debts and is required to send notices to the
debtors of the accounts receivable and other credits being transferred as part
of the Assets. After the relative credits and debts are transferred
to Purchaser, Seller shall no further responsibilities relating to the
performance of such credits and debts.
Within
twenty (20) days after the Purchaser consummating the second installment, Seller
is required to assist Purchaser to process the registration on the change of
ownership of Assets.
From and
after the date of transfer of the Assets, Seller shall have no further
responsibility for any quality defects or expenses relating to the Assets and
the Purchaser shall assume all such responsibilities.
The
obligations, liabilities, taxes, expenses and risks attached to the Assets which
arise prior to the transfer of the Assets shall be borne by the Seller with
those occurring after the transfer being borne by Purchaser.
The
Agreement also contains representations and warranties by each party customary
for transactions of this nature the breach of which gives the non breaching
party the right to terminate the contract and sue for damages.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this current report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
December 28, 2009
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CHINA
NEW ENERGY
GROUP
COMPANY
(Registrant)
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By:
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/s/ Yangkan
Chong
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Yangkan
Chong
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Chief
Executive Officer
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