UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 |
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934 |
| Date of Report (Date of earliest reported) | February 11, 2008 |
CHINA ENERGY CORPORATION
(Exact name of registrant as specified in its chapter) |
| NEVADA | 000-52409 | 98- 0522950 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation | File Number) | Identification No.) |
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| 6130 Elton Avenue, Las Vegas, Nevada | 90107 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant's telephone number, including area code | (702) 216-0472 |
| (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. |
| ( ) Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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| ( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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| ( ) Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 |
| CFR.240.14d -2(b)) |
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| ( ) Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR |
| 240.13e -4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 - Corporate Governance and Management.
Section 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 31, 2008, Mr. Locksley Samuels and Mr. Robert Delapenha were appointed directors of China Energy Corporation (the “Company”).
Locksley Samuelsis currently the President of Eurotrend Manufacturing Co., Ltd., ("Eurotrend") providing services for design, manufacturing and installation of custom kitchen cabinetry. Mr. Samuels has been the President of Eurotrend since its inception in 1984.
Mr. Samuels obtained his Bachelors of Applied Sciences degree in Chemical Engineering from the University of Waterloo in Ontario, Canada in 1975.
Robert Delapenhagraduated from Capilano College in British Columbia in Marketing Management in 1984 and also received his diploma in Marketing Planning from the British Columbia Institute of Technology in 1987.
From 2001-2002, Mr. Delapenha was the Account Manager for Coca Cola Bottling Ltd., responsible for implementation and promotional activities in both chain and general trade accounts. In 2003, Mr. Delapenha founded Key Focus Consulting Inc. of which provides marketing services for small to medium sized businesses. Mr. Delapenha is currently actively involved in this business.
Robert Delapenha is the son of Dudley Delapenha, a director of the Company.
Mr. Samuels and Mr. Delapenha do not have family relationships with any other director or executive officer of the Company other than noted above, and neither have been a party to any transaction with the Company during the past fiscal year ended November 30, 2007. The Company currently does not have an employment agreement with Mr. Samuels or Mr. Delapenha.
| Section 8.01 – Other Events |
On February 11, 2008, the Board of Directors approved the granting of options to purchase a total of 4,500,000 shares of common stock as described in the 2008 Stock Option Plan (the “2008 Plan”) to directors, officers, employees and consultants of the Company. The following is intended as a brief description of the 2008 Plan and is qualified in its entirety by the full text of the 2008 Plan which is attached as Exhibit 99.1.
The 2008 Plan will be administered by the Board of Directors. The Board of Directors may appoint a committee of the Board of Directors (the “Committee”) comprised of two or more of directors, each of whom will be a “Non-Employee Director” within the meaning of Rule 16b-3 under theSecurities Exchange Act of 1934, as amended, and an “Outside Director” within the meaning of Section 162(m) of the Code, to administer the 2008 Plan. Subject to the terms of the 2008 Plan, the Board of Directors or the Committee
may determine and designate those employees, directors and consultants to whom options should be granted and the nature and terms of the options to be granted.
All of our employees, including our executive officers and directors who are also employees, are eligible to participate in the 2008 Plan. Directors who are not employees, as well as our consultants and advisers, are eligible to receive options under the 2008 Plan, except that such persons may only receive non-qualified options. Additionally, options granted to non U.S. residents may also only receive non-qualified options.
| | Exercise of Stock Options |
The exercise price per share for each option granted under the 2008 Plan shall be determined by the Board of Directors or the Committee. The price is payable in cash.
Subject to earlier termination upon termination of employment and the incentive stock option limitations as provided in the 2008 Plan, each option shall expire on the date specified by the Board of Directors or the Committee.
The options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify. Upon termination of employment or other service of an option holder, an option may only be exercised for a period of three months or, in the case of termination due to disability or death, a period of 12 months.
Options granted under the 2008 Plan may not be transferred except by will or the laws of the descent and distribution and, during his or her lifetime, options may be exercised only by the optionee.
In the event of any change in the number or kind of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board of the Committee shall make such adjustment in the number of common shares that may be issued under the 2008 Plan, and the number of common shares subject to, and the exercise price of, each then-outstanding option, as it, in its sole discretion, deems appropriate.
| | Amendment or Discontinuance |
The Board may amend or discontinue the 2008 Plan, provided that no amendment may, without an optionee’s consent, materially and adversely affect any rights under any option previously granted to the optionee under the 2008 Plan. Additionally, the approval of our shareholders is required for any amendment that would:
- increase or decrease the number of common shares that may be issued under the 2008 Plan; or
- materially modify the requirements as to eligibility for participation in the 2008 Plan.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
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| 3.7 | Bylaws(1) |
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| 99.1 | 2008 Stock Option Plan |
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(1) Incorporated by reference from our Form SB-2 that was originally filed with the SEC on September 27, 2005.
Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHINA ENERGY CORPORATION
Date :February 11, 2008 By :/s/ WenXiang Ding
WenXiang Ding,
President and CEO
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