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 EARLIEST REPORTED EVENT: May 27, 2008
CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-49846
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87-0638750
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification
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of
incorporation)
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Number)
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445
Park Avenue, New York, New York 10022
(Address
of principal executive offices)
(212)
307-3568
(Registrant’s
telephone number, including area code)
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
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
27, 2008, the Board of Directors of the Company appointed Robert C. Bruce,
Edward M. Rule and Li Jing Fu as Directors of the Company, effective
immediately.
Mr. Bruce
is President of Oakmont Advisory Group, LLC, a financial management consulting
firm located in Portland, Maine. Prior to founding Oakmont Advisory
Group, from 1999 through 2004 he served as Chief Operating Officer, Treasurer
and Director for Enterix Inc., a privately-held, venture-funded medical device
and laboratory services company that was purchased by Quest Diagnostics. He also
previously served as Chief Financial Officer for Advantage Business Services
(1997 to 1998), a privately-held national payroll processing and tax filing
business that was subsequently acquired by PayChex. Mr. Bruce is a member
of the Board of Directors of Immucell Corp., a NASDAQ listed manufacturer of
animal health products. Mr. Bruce received his MBA from the Yale School of
Management, and a Bachelor of Arts degree in East Asian Studies
from Princeton University. Mr. Bruce speaks and reads Mandarin
Chinese.
Mr. Rule
is Chairman of TDR Capital International Limited, a Hong Kong based financial
services house. Most of his career has been spent in China, initially as a
diplomat and subsequently as an investment banker with the Standard Chartered
Group and private equity professional with the $800 million Asian Infrastructure
Fund. He is a graduate in Chinese language of the University of Melbourne and
the Australian National University. He speaks Mandarin Chinese and Cantonese. He
has been director of several listed companies in Hong Kong and
Australia.
Mr. Li is
the Chairman and top representative of Joint Management Committee of Qian Guo
County Longhai Petroleum & Natural Gas Co., Ltd. and was appointed to that
position by Petro China’s Jilin branch in 2005. Mr. Li has been in
the petroleum industry since 1970. In his extensive career he has
served as Vice Monitor for Jiang Han Oil Field’s comprehensive logging team,
Secretary of Command Department of Petroleum Hui Zhan in Jilin Province, Vice
President of Jilin Oilfield Exploration and Development Research
Institute. From 1995 to 2002, Mr. Li was appointed by PetroChina’s
Jilin branch to serve as General Manger of management and production operation
of oil exploitation of Jilin Jiyuan Petroleum & Natural Gas Development Co.
Ltd. From 2002 to 2005, Mr. Li, served as Project Manager of Song Yua
City Qian Yuan Oil & Gas Development Co., Ltd. also by appointment by
PetroChina’s Jilin branch. Mr. Li received his bachelor’s degree from
Chang Chun Geology Institute in Jilin, China.
The
directors will each receive annual cash compensation of $20,000 paid on a
quarterly basis. Each director will also receive $1,000 for each
meeting attended in person or by telephone, except for directors who reside
outside of Jilin or Heilongjiang provinces will receive $5,000 for each meeting
attended in person held at the Company’s principal office.
In
addition to cash compensation, each director will receive an option to purchase
up to 20,000 shares of the Company common stock (the “Options”). 25%
of the Options shall vest upon grant and 25% shall vest every three months
thereafter.
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.
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CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED
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Date:
May 27, 2008
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By:
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/s/
Wang Hong Jun
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Wang
Hong Jun
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President,
Chairman and Chief Executive
Officer
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