UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): ~~May~~November 1610, 2011

China Clean Energy Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-53773		87-0700927
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Jiangyin Industrial Zone, Jiangyin Town Fuqing City, Fujian Province People’s Republic of China		350309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (347) 235-0258

(Former name or former address, if changed since last report)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Item~~On 2November 10, 2011, Fujian Zhongde Energy Co.02, ~~Results~~Ltd., a wholly-owned subsidiary of ~~Operations~~China Clean Energy Inc. (the “Company”) entered into a Limited Liability Company Acquisition Agreement (the “Agreement”) with the owner of Handan Guanxin Technology Co., Ltd. (“Guanxin Technology”) to acquire 100% of the equity interest in Guanxin Technology. Guanxin Technology is a supplier of specialty chemical feedstock in Hebei Province, People’s Republic of China. The Company sought to acquire Guanxin Technology in order to mitigate its feedstock supply risk and ~~Financial~~have ~~Condition~~better control over the cost and quality of feedstock, which the Company uses in manufacturing biodiesel and specialty chemicals. The consideration for the transaction includes a cash payment of approximately $13.1 million (RMB 83 million). The transfer is to be completed within seven days from the date of the Agreement, during which time the Company is reviewing the books and records of Guanxin Technology. If the books and records of Guanxin Technology do not agree with the information provided, the Company reserves the right to nullify the Agreement within the seven day period.

OnA ~~May~~copy ~~16,~~of ~~2011,~~the ~~China~~Agreement ~~Clean~~is ~~Energy~~filed ~~Inc.~~as ~~(the~~Exhibit ~~“Company”)~~10.1 ~~issued~~hereto aand ~~press~~incorporated ~~release~~herein ~~announcing~~by ~~its~~reference. The ~~earnings~~foregoing ~~for~~description ~~its~~of ~~first~~the ~~fiscal~~Agreement ~~quarter~~does ~~ended~~not ~~March~~purport ~~31,~~to ~~2011.~~be Acomplete ~~copy~~and ofis ~~such~~qualified ~~press~~in ~~release~~its isentirety ~~furnished~~by asreference ~~Exhibit~~to 99the Agreement.1.

OnItem ~~May~~2.01. ~~16,~~Completion ~~2011, the Company held a conference call in connection with the Company’s announcement~~ of ~~its~~Acquisition ~~earnings~~or ~~for~~Disposition ~~its second fiscal quarter ended March 31, 2011. A copy~~ of ~~the script for such conference call is furnished as Exhibit 99.2.~~Assets

The information inset ~~this~~forth ~~Current~~in ~~Report and the accompanying exhibits are being furnished and shall not be deemed “filed” for purposes of Section~~Item 181.01 of ~~the~~this ~~Securities~~report ~~and~~is ~~Exchange Act of 1934, as amended (the “Exchange Act”), and are not~~ incorporated herein by reference. The ~~into~~acquisition ~~any~~was ~~filing~~completed ofon ~~the~~November ~~Company under the Securities Act of 1933~~15, ~~as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing~~2011.

Certain non-GAAP measures are set forth in Exhibits 99.1 and 99.2. A non-GAAP financial measure is a numerical measure of a company’s performance that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The management of the Company uses non-GAAP adjusted net earnings to measure the performance of the Company’s business internally by excluding non-recurring items as well as non-cash charges related to the warrants issued in connection with the Company’s 2009 private placement offering. The Company’s management believes that these non-GAAP adjusted financial measures allow management to focus on managing business operating performance because these measures reflect the essential operating activities of the Company and provide a consistent method of comparison to historical periods. The Company believes that providing the non-GAAP measures - which management uses internally - to its investors is useful to investors for a number of reasons. The non-GAAP measures provide a consistent basis for investors to understand the Company’s financial performance in comparison to historical periods without variation of non-recurring items and non-operating related charges. In addition, it allows investors to better evaluate the Company's performance using the same methodology and information as those used by management. Non-GAAP 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 non-GAAP financial measure. The disclosure in Exhibit 99.1 allows investors to reconcile the non-GAAP measures to GAAP.

Item 7.01 Regulation FD Disclosure.

The information in this Current Report and the accompanying exhibits are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The required financial statements of Guanxin Technology will be filed by amendment pursuant to Item 9.01(a)(4) within 71 calendar days after the date on which we would be required to file a Current Report on Form 8-K related to the completion of the acquisition described in Item 2.01 of this report.

(b) Pro forma financial information.

The required pro forma information with respect to Guanxin Technology will be filed by amendment pursuant to Item 9.01(b)(2) within 71 calendar days after the date on which we would be required to file a Current Report on Form 8-K related to the completion of the acquisition described in Item 2.01 of this report.

(d) Exhibits

Exhibit Number		Description
99.1		Earnings release dated May 16, 2011.
10.1		Limited Liability Company Acquisition Agreement, dated as of November 10, 2011, by and between Handan Guanxin Technology Co., Ltd. and Fujian Zhongde Energy Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of China Clean Energy Inc. filed with the Securities and Exchange Commission on November 14, 2011).
99.2		Conference call script dated May 16, 2011.
99.3		Press release dated May 16, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA CLEAN ENERGY INC.
Dated: May 15, 2011	By:	/s/ William Chen
Dated: November 16, 2011	By:	/s/ William Chen
		Name:	William Chen
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Earnings release dated May 16, 2011.
10.1		Limited Liability Company Acquisition Agreement, dated as of November 10, 2011, by and between Handan Guanxin Technology Co., Ltd. and Fujian Zhongde Energy Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of China Clean Energy Inc. filed with the Securities and Exchange Commission on November 14, 2011).
99.2		Conference call script dated May 16, 2011.
99.3		Press release dated May 16, 2011.

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