Form 8-K for CHINA ENERGY CORP
21-Sep-2011
Change in Directors or Principal Officers, Financial Statements and Exhibits
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OFDIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORYARRANGEMENTS OF CERTAIN OFFICERS.
On September 15, 2011, the China Energy Corporation (the "Company") appointed Mr. Tieming Ge ("Mr. Ge") to serve as an independent director of the Company, and as a member of the Audit, Nominating and Corporate Governance and Compensation Committees of the Board of Directors of the Company, effective as of September 1, 2011. The appointment of Mr. Ge was unanimously approved by the Company's Board of Directors. Mr. Ge has no family relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Ge had, or will have, a direct or indirect material interest.
Mr. Ge, age 66, currently serves as Chief Advisor to China National Building Materials Group Corporation, the largest building materials group in China, a role in which he has served since November 2005. Since 2006 he has served as Independent Director of CITS Group Corporation, a state-owned enterprise in China integrated with travel service, communication and transportation, foreign trade, real estate development and management and e-commerce, as Outside Director of Pangang Group Steel Vanadium & Titanium Co. Ltd, one of the largest vanadium and titanium companies in China and Vice President of China Architectural and Industrial Glass Association. Previously, Mr. Ge served as Secretary of CPC Committee of China National Building Materials Group Corporation until November 2005. Mr. Ge graduated from Beijing Building Material Industry College in 1968, majoring Silicate Applications.
On September 15, 2011, the Company and Mr. Ge entered into a director agreement (the "Agreement"). The Agreement provides that Mr. Ge will receive cash compensation of $7,500 during the term of the Agreement, as well as an option to purchase up to 15,000 shares of the Company's common stock with an exercise price of $0.47 per share. Additionally, Mr. Ge will receive RMB800 for each board or committee meeting that he attends, and he will be reimbursed for his expenses incurred while attending such meetings. The option will vest in equal, quarterly installments on the last of the Company's fiscal quarter during the term of the Agreement (beginning with the fiscal quarter ending November 30, 2011). The term of the Agreement is from September 1, 2011 to May 31, 2012.
A copy of the Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
10.1 Agreement between the Company and Mr. Tieming Ge, dated September 15, 2011.
