8-K

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): December 30, 2005

China Evergreen Environmental Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-26175	88-0409151
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Floor 5, Guowei Building 73 Xianlie Middle Road Guangzhou, Guangdong, China	510095
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (86-20) 87327909

Not Applicable

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 (17 CFR 230.425)

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

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

¨ Pre-commencement communication 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.

On December 29, 2005, China Evergreen Environmental Corp. (“China Evergreen”) entered into an Executive Employment Agreement with Peh Chung Lim, pursuant to which Mr. Lim will serve as Chief Financial Officer effective December 29, 2005. Mr. Lim joined China Evergreen as Deputy Chief Financial Officer in May 2005. The following summary is qualified in its entirety by reference to the text of the employment agreement, a copy of which is attached hereto and incorporated herein by reference as Exhibit 10.1.

The employment agreement provides for a base salary of $60,000. The employment agreement also provides for a performance bonus which shall be based on the overall performance of China Evergreen. The actual amount of any bonus payable to Mr. Lim shall be determined by the CEO.

China Evergreen may terminate the employment of Mr. Lim upon giving a written notice of termination which notice shall be effective thirty (30) days later while Mr. Lim may terminate employment agreement upon thirty (30) days’ prior written notice.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 29, 2005, China Evergreen’s board of directors accepted Ren Cai Ding’ resignation as China Evergreen’s Chief Financial Officer. Mr. Ding will act as senior advisor to the company after his resignation as Chief Financial Officer of China Evergreen became effective on December 29, 2005. Peh Chung Lim, formerly China Evergreen’s Deputy Chief Financial Officer has been promoted to Chief Financial Officer and has assumed responsibility as China Evergreen’s principal financial and accounting officer.

Mr. Lim’s biography follows:

Peh Chung Lim has served as Deputy Chief Financial Officer of China Evergreen since May 2005. Mr. Lim has more than 10 years of financial management experience with large multi-national corporations in Malaysia, Singapore, Indonesia, Taiwan and the People’s Republic of China. He is a member of CPA Australia and has a degree in Economics from Monash University in Melbourne, Australia.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable.

(d) Exhibits.

10.1 Executive Employment Agreement between China Evergreen and Peh Chung Lim dated December 29, 2005.

99.1 Press Release dated December 30, 2005.

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.

Dated: December 30, 2005	By:	/s/ Chong Liang Pu
		Chong Liang Pu,
		Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Employment Agreement between China Evergreen and Peh Chung Lim dated December 29, 2005.
99.1	Press release dated December 30, 2005.

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT, dated effective as of December 29, 2005 (the “Effective Date”) is between China Evergreen Environmental Corp., a Nevada corporation (the “Company”), and Peh Chung Lim (“Executive”).

AGREEMENTS

1. Employment

The Company will employ Executive and Executive will accept employment by the Company as Chief Financial Officer. Executive shall report to the Chief Executive Officer (“CEO”), and shall have such responsibilities assigned, from time to time, by the CEO, which relate to the business of the Company, or any business ventures in which the Company may participate.

2. Attention and Effort

Executive shall devote his entire productive time, ability, attention and effort to the Company’s business and shall skillfully serve its interests during the term of this Agreement.

3. Term

Unless earlier terminated with appropriate notice of termination, the initial term of this Agreement shall be from the date hereof until December 31, 2006; provided, however, that, unless terminated with appropriate notice, on each January 1 following the date of this Agreement, beginning with January 1, 2007, this Agreement shall be automatically renewed for successive one-year terms.

4. Compensation

During the term of this Agreement, the Company shall pay or cause to be paid to Executive, and Executive shall accept in exchange for the services rendered hereunder by him, an annual base salary of US$60,000 before all customary payroll deductions (the “Base Salary”). The Base Salary shall be paid to Executive in substantially equal installments at the same intervals as other executive of the Company are paid. At the end of each year of employment (or sooner if determined by the Board), Executive’s Base Salary shall be reviewed by the CEO in its sole discretion.

Executive’s eligibility for a performance bonus shall be based on the overall performance of the Company. The actual amount of any bonus payable to Executive shall be determined by the CEO.

5. Termination

The Company may terminate the employment of Executive upon giving a written notice of termination (“Notice of Termination”), which notice shall be effective thirty (30) days later. This Agreement shall terminate upon the effective date specified in such Notice of Termination.

Executive may terminate this Agreement upon thirty (30) days’ prior written notice in the form of a Notice of Termination, and this Agreement shall terminate upon the effective date specified in such Notice of Termination. Notwithstanding the preceding sentence, the Company shall have the right to accelerate Executive’s termination of employment to be effective on the date that the Notice of Termination is received by the Company, or any date of the Company’s choosing between that date and the effective date specified in the Notice of Termination.

This Agreement and Executive’s employment shall terminate automatically upon Executive’s death or Executive’s inability, for any reason, to perform his duties with the Company for 120 days in any twelve (12) month period.

Notwithstanding any termination or expiration of this Agreement, the Company shall remain liable for any rights or payments arising prior to such event to which Executive is entitled under this Agreement.

6. Miscellaneous

This Agreement may not be amended except by written agreement between Executive and the CEO.

All payments and benefits to which Executive is entitled under this Agreement shall be made and provided without offset, deduction or mitigation on account of income Executive could or may receive from other employment or otherwise.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of China applicable to contracts made and to be performed there.

The Company and Executive have executed this Agreement at Guangzhou as of the Effective Date.

China Evergreen Environmental Corp.
By:	/s/ Chong Liang Pu
	Chong Liang Pu Chief Executive Officer
EXECUTIVE
By:	/s/ Peh Chung Lim
	Peh Chung Lim

EX-99.1

Exhibit 99.1

China Evergreen Announces Appointment of new Chief Financial Officer

Guangzhou, China (December 30, 2005) – China Evergreen Environmental Corporation (OTCBB:CEEC), a waste water engineering company in the People’s Republic of China, announced its appointment of Peh Chung Lim as its new Chief Financial Officer. Ren Cai Ding, who has resigned as Chief Financial Officer of the company, will act as senior advisor to the company.

Mr. Lim is a Malaysian national with more than 10 years of financial management experience with large multi-national corporations in Malaysia, Singapore, Indonesia, Taiwan and the People’s Republic of China. Mr. Lim is a member of CPA Australia and has a degree in Economics from Monash University in Melbourne, Australia. Mr. Lim joins China Evergreen as the company embarks upon a rapid-growth strategy and continues to access the capital markets to fund future growth to enhance shareholder value. As the company’s new Chief Financial Officer, Mr. Lim brings his extensive background in financial management to guide China Evergreen in this crucial stage of the company.

About China Evergreen Environmental Corporation

China Evergreen Environmental Corporation is a leading designer, engineer and developer of waste water treatment facilities in China. With its proprietary technology resources and project management experience, the company provides both turnkey and BOT (build-operate-transfer) services to a range of industrial companies and municipalities throughout China. The company also makes sales of its proprietary GM Bio-carriers, a natural, chemical-free process that improves the efficiency of the waste water treatment process.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to the acquisition, beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices and other economic factors. The company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions.

For more information contact:

Beverly Jedynak

Martin E. Janis & Company, Inc.

Investor Relations

312-943-1100 ext. 12 (telephone)

312-943-3583 (fax)

bjedynak@janispr.com (email)

Matthew R. McGovern

Westminster Securities Corporation

Financial Advisors to China Evergreen

+1-212-878-6513 (telephone)

+1-212-878-6545 (fax)

mmcgovern@westminstersecurities.com (email)

Peh Chung Lim (aka James Lim)

China Evergreen Environmental Corporation

+8620-3758-8824 (telephone)

+8620-3758-8564 (fax)

jameslim@gdxsg.com (email)