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): April 8, 2011

CHINA ENVIRONMENTAL PROTECTION, INC.

(Exact name of registrant as specified in Charter)

Nevada	000-53783	75-3255056
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Jiangsu Zhenyu Environmental Protection Technology Co. Ltd.

West Garden, Gaocheng Town

Yixing City, Jiangsu Province

People’s Republic of China 214214

(Address of registrant’s principal executive office)

86-510-87838598

(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:

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2011, Mr. Yuqiang Wu informed China Environmental Protection, Inc. (the “Company”) of his resignation as a member of the Board of Directors of the Company (the “Board”), effective immediately. Mr. Wu stated that his resignation was not due to any disagreement with the Company on any matter related to operations, policies or practices.

On April 8, 2011, the Board of the Company announced the appointment of a new director, Mr. Zhenyu Li to the Board and the appointments of three independent directors, Ms. Qing Shi, Mr. Ruihua Wang, and Mr. Yongqiang Shao to the Board, effective immediately. Along with the appointment of new directors, the Board established the Audit Committee of the Company and adopted a charter for its Audit Committee, a copy of which is attached hereto as Exhibit 99.1 to the Form 8-K. Ms. Shi, Mr. Wang, and Mr. Shao are also appointed as members of the Audit Committee of the Board, with Ms. Shi serving as the Chairwoman, effective immediately.

Mr. Li, 24, has been serving as chief operating officer of Jiangsu Jinyu Environmental Protection Technology Co., Ltd. since July 2009. He graduated from Nanjing University of Finance & Economics in June 2009. Mr. Li is the son of Mr. Boping Li, Chief Executive Officer and director of the Company.

Ms. Shi, 49, is the managing partner of Jiangsu Tianhua Dapeng CPA Limited, Wuxi Branch since January 2003. Prior to that, she was the head of the domestic capital department in Wuxi Xinyi CPA Co., Ltd. She is a Certified Chinese Public Accountant.

Mr. Wang, 66, has been serving as vice president of logistics and support for Yixing City Rongxin Textile Group Co., Ltd. since September 2009 and served as Chairman of the Labor’s Union from May 2002 to August 2009. Prior to that, he was the factory director of Yixing City Textile Co., Ltd.

Mr. Shao, 46, has been serving as director of production for Yixing Bohua Environmental Engineering Co, Ltd. since May 2001. Prior to that, he was technology engineer at Pengyao Group.

Pursuant to the Letters of Appointment of Director (“Letters”), each of Mr. Li, Ms. Shi, Mr. Wang, and Mr. Shao is to serve for a term of one year or until the next annual meeting of stockholders and to receive $36,000 annually in cash for services on the Board. The foregoing description of the principal terms of the Letters is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Letters attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, which are incorporated herein by this reference.

None of the newly appointed directors or independent directors have relationships or transactions with the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are there any arrangements or understandings with other persons pursuant to which they were selected as directors. Except otherwise disclosed above, there is no family relationship between the newly appointed directors with any of our other officers and directors, or person nominated or chosen by the Company to become a director or executive officer.

Item 9.01  Financial Statements and Exhibits 

(d) Exhibits:

Exhibit Number	Description
10.1	Letter of Appointment of Director for Zhenyu Li, dated April 8, 2011
10.2	Letter of Appointment of Director for Qin Shi, dated April 8, 2011
10.3	Letter of Appointment of Director for Ruihua Wang, dated April 8, 2011
10.4	Letter of Appointment of Director for Yongqiang Shao, dated April 8, 2011
99.1	Audit Committee Charter

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 ENVIRONMENTAL PROTECTION, INC.
By:	/s/ Boping Li
Name:	Boping Li
Title:	Chief Executive Officer

Date:  September 24, 2012

EX-10.1

Exhibit 10.1

CHINA ENVIRONMENTAL PROTECTION, INC.

April 8, 2012

To:

Zhenyu Li

West Garden, Gaocheng Town

Yixing City, Jiangsu Province, China

Dear Mr. Li,

This is to confirm the terms of your appointment as a Non-Executive Director of China Environmental Protection, Inc. (the “Company”).

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of America as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1 Fee. An annual fee equal to the amount of $36,000(Thirty-Six Thousand U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member of the Board.

1.2 Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”)

1.3 Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.4 For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2. The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders. 

3. You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required.

4. You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

· Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

· Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

· Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5. Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

6. Term and Termination

6.1        Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

6.1.1      if you resign as a director of the Company for any reason; and/or

6.1.2      if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3      if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or

6.1.4      if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Florida Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Articles of Association; and/or

6.1.5      if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6      if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7 with your death and if you are a corporation or either entity, with your liquidation.

6.1.8 if an order of a court having jurisdiction over the Company requires you to resign.

6.2       Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

6.3       On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

7. Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

7.1      They do not in any way conflict with the interests of the Company or any member of the Group; and

7.2      They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

7.3      In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.

8. The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

9. In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.

10. This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration committees of the board.

11. You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.

12. You shall discharge your general duties as a director pursuant to the Company's Articles of Incorporation and applicable law.

13. This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,

/s/Boping Li

CHINA ENVIRONMENTAL PROTECTION, INC.

Boping Li

Chief Executive Officer

Signature: /s/ Zhenyu Li

Name of Director: Zhenyu Li

Address: West Garden, Gaocheng Town, Yixing City, Jiangsu Province, China

EX-10.2

Exhibit 10.2

CHINA ENVIRONMENTAL PROTECTION, INC.

April 8, 2012

To:

Qin Shi

Room 402, Building 57, Shui An Hao Ting

Yixing City, Jiangsu Province, China

Dear Ms. Shi,

This is to confirm the terms of your appointment as a Non-Executive Director of China Environmental Protection, Inc. (the “Company”).

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of America as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1 Fee. An annual fee equal to the amount of $36,000(Thirty-Six Thousand U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member of the Board.

1.2 Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”). 

1.3 Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.4 For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2. The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders. 

3. You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required..

4. You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

· Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

· Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

· Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5. Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

6. Term and Termination

6.1        Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

6.1.1     if you resign as a director of the Company for any reason; and/or

6.1.2     if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3     if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or

6.1.4     if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Florida Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Articles of Association; and/or

6.1.5     if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6     if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7     with your death and if you are a corporation or either entity, with your liquidation.

6.1.8     if an order of a court having jurisdiction over the Company requires you to resign.

6.2     Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

6.2     On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

7. Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

7.1     They do not in any way conflict with the interests of the Company or any member of the Group; and

7.2     They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

7.3     In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.

8. The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

9. In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.

10. This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration committees of the board. 

11. You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time. 

12. You shall discharge your general duties as a director pursuant to the Company's Articles of Incorporation and applicable law. 

13. This letter of appointment shall be governed by and construed in accordance with the law of the State of New York. 

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,

/s/Boping Li

CHINA ENVIRONMENTAL PROTECTION, INC.

Boping Li

Chief Executive Officer

Signature: /s/ Qin Shi

Name of Director: Qin Shi

Address: Room 402, Building 57, Shui An Hao Ting, Yixing City, Jiangsu Province, China

EX-10.3

Exhibit 10.3

CHINA ENVIRONMENTAL PROTECTION, INC.

April 8, 2012

To:

Ruihua Wang

#579, Private Operating Section

Yixing City, Jiangsu Province, China

Dear Mr. Wang,

This is to confirm the terms of your appointment as a Non-Executive Director of China Environmental Protection, Inc. (the “Company”).

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of America as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1 Fee. An annual fee equal to the amount of $36,000(Thirty-Six Thousand U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member of the Board.

1.2 Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).

1.3 Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.4 For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2. The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.

3. You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required.

4. You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

· Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

· Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

· Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5. Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

6. Term and Termination

6.1      Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

6.1.1     if you resign as a director of the Company for any reason; and/or

6.1.2     if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3     if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or

6.1.4     if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Florida Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Articles of Association; and/or

6.1.5     if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6     if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7      with your death and if you are a corporation or either entity, with your liquidation.

6.1.8     if an order of a court having jurisdiction over the Company requires you to resign.

6.2      Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

6.3      On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

7. Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

7.1      They do not in any way conflict with the interests of the Company or any member of the Group; and

7.2      They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

7.3      In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.

8. The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

9. In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.

10. This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration committees of the board.

11. You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.

12. You shall discharge your general duties as a director pursuant to the Company's Articles of Incorporation and applicable law.

13. This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,

/s/Boping Li

CHINA ENVIRONMENTAL PROTECTION, INC.

Boping Li

Chief Executive Officer

Signature: /s/ Ruihua Wang

Name of Director: Ruihua Wang

Address: #579, Private Operating Section, Yixing City, Jiangsu Province, China

EX-10.4

Exhibit 10.4

CHINA ENVIRONMENTAL PROTECTION, INC.

April 8, 2012

To:

Yongqiang Shao

Zhangjia Village, Xushe Town

Yixing City, Jiangsu Province, China

Dear Mr. Shao,

This is to confirm the terms of your appointment as a Non-Executive Director of China Environmental Protection, Inc. (the “Company”).

Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of America as the Company may decide.

By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.

For and in consideration of the services to be performed by you, Company agrees to pay you as follows:

1.1 Fee. An annual fee equal to the amount of $36,000(Thirty-Six Thousand U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member of the Board.

1.2 Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out-of-pocket expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).

1.3 Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment.

1.4 For the avoidance of any doubt, the Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service.

2. The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.

3. You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required.

4. You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:

· Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and

· Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and

· Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5. Confidential Information

You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.

“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.

6. Term and Termination

6.1        Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:

6.1.1     if you resign as a director of the Company for any reason; and/or

6.1.2     if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or

6.1.3     if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or

6.1.4     if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Florida Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Articles of Association; and/or

6.1.5     if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or

6.1.6     if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days) ; and/or

6.1.7     with your death and if you are a corporation or either entity, with your liquidation.

6.1.8     if an order of a court having jurisdiction over the Company requires you to resign.

6.2        Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).

6.3        On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.

7. Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:

7.1        They do not in any way conflict with the interests of the Company or any member of the Group; and

7.2        They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and

7.3        In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.

8. The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.

9. In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.

10. This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration committees of the board.

11. You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.

12. You shall discharge your general duties as a director pursuant to the Company's Articles of Incorporation and applicable law.

13. This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.

Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.

Sincerely yours,

/s/Boping Li

CHINA ENVIRONMENTAL PROTECTION, INC.

Boping Li

Chief Executive Officer

Signature: /s/ Yongqiang Shao

Name of Director: Yongqiang Shao

Address: Zhangjia Village, Xushe Town, Yixing City, Jiangsu Province, China

EX-99.1

Exhibit 99.1

Audit Committee Charter

I. Purpose

The Committee’s primary purpose is to assist the Board in fulfilling its oversight responsibilities with respect to:

i. The integrity of the annual and quarterly financial statements that are provided to shareholders and regulatory bodies;

ii. The Corporation’s compliance with accounting and finance based legal and regulatory requirements;

iii. The independent auditor’s qualifications and independence;

iv. The system of internal accounting and financial reporting controls that management has established,

v. The performance of the internal and independent audit process and the independent auditor,

vi. Oversight of the Internal Audit function.

The Committee shall also prepare such reports as are required to be prepared by it by applicable securities law. In addition, the Committee provides an avenue for communication between each of internal audit, the independent auditors, financial and senior management and the Board. The Committee shall have a clear understanding with the independent auditors that they must maintain an open and transparent relationship with the Committee, and that the ultimate accountability of the independent auditors is to the Committee, as representatives of the shareholders. The Committee shall make regular reports to the Board concerning its activities. The Committee, in its capacity as a committee of the Board, subject to shareholder approval requirements, is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors.

II. Composition of the Committee

The Committee will be comprised of a minimum three directors as determined by the Board of the Directors.

All of the Committee members must be free from any relationship that, in the ipinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

In recognition of the greater responsibilities and obligations expected of members of the Committee, a member of the Committee may receive additional directors’ fees from the Corporation for serving on the Committee. Such additional fees may be greater than those fees paid to other directors, but should be commensurate with the time and effort expected to be expended by such Committee member in the performance of his or her duties.

All members of the Committee shall have a working familiarity with basic finance and accounting practices.

Committee members shall serve until the successors shall be duly designated and qualified. Any member may be removed at any time, with or without cause, by a majority of the Board then in office. Any vacancy in the Committee occurring for any cause may be filled by a majority of the Board then in office.

The Committee’s chairman shall be designated by the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

The Committee may form and delegate authority to subcommittees when appropriate.

III. Meetings

The Committee shall meet at least twice a year and as many additional times as the Committee deems necessary to carry out its duties effectively.

Only members of the Committee are entitled to be present at a Committee meeting. The Committee may extend an invitation to any person to attend all or part of any meeting of the Committee which it considers appropriate including a person who will take minutes.

The Committee shall not grant an automatic or standing right of attendance to executives or other officers of the Company, who shall only attend meetings on the specific invitation of the Committee.  At the invitation of the Committee, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Audit Officer and representatives of the independent auditors shall be expected to attend all meetings.  Additionally, if the Board deems it necessary, it may select, by unanimity, a Board director to coordinate various committees of the Board and that director will receive specific invitation to Audit Committee meetings without committee voting rights. That director will receive additional directors’ fees from the Corporation for serving in this capacity; these fees will be commensurate with the extra effort expended in the capacity as Board coordinator, and approved by the Chairman.

A quorum for a meeting of the Committee is two members. A duly convened meeting of the Committee at which a quorum is present is competent to exercise all or any of the authorities, powers or discretions vested in or exercisable by, the Committee.

The Chief Audit Officer or independent auditors may request a meeting of the Committee if they deem that one is necessary.

IV. Responsibilities

To carry out its oversight responsibilities, the Committee shall:

A. Audit Specific Duties

(i) Audit Process

1. Meet with the independent auditor prior to the audit to review the scope and general extent of the independent auditor’s annual audit including the planning and staffing of the audit. This review shall include an explanation from the independent auditors of the factors considered by the auditors in determining their audit scope, including the major risk factors.

2. Require the independent auditor to provide a timely report setting forth (i) all critical accounting policies, significant accounting judgments and practices to be used; (ii) all alternative treatments of financial information within Generally Accepted Accounting Principles (“GAAP”) that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor; and, (iii) other material written communications between the independent auditor and management.

3. Take all reasonable steps to ensure that officers, directors or persons acting under their direction are aware that they are prohibited from coercing, manipulating, misleading or fraudulently influencing the independent auditors when such person knew or should have known that the action could result in rendering the financial statements materially misleading.

4. Upon completion of the annual audit, review the following with management and the independent auditors:

· The annual financial statements including related footnotes and the MD&A to be included in the Corporation’s annual report to shareholders on Form 10-K.

· The significant audit and accounting judgments and reporting principles, practices and procedures applied by the Corporation in preparing its financial statements including any newly adopted accounting policies and the reasons for their adoption.

· Any transactions accounted for by the Corporation where management has obtained opinion letters providing that hypothetical transactions accounted for in a similar manner are accounted for in accordance with GAAP (letters issued in accordance with Statement of Auditing Standards 50 - “Reports on the Application of Accounting Principles”).

· The results of the audit of the financial statements and the related audit report thereon. The independent auditors should confirm to the Committee that no limitations were placed on the scope or nature of their audit procedures.

· The levels of errors identified during the audit, obtaining explanations from management and, where necessary the independent auditors, as to why certain errors might remain unadjusted.

· Major issues that arose during the course of the audit and have subsequently been resolved and those issues that have been left unresolved.

· Significant changes to the audit plan, if any, and any serious disputes or difficulties with management encountered during the audit, including any problems or disagreements with management which, if not satisfactorily resolved, would have caused the independent auditors to issue a non-standard report on the Corporation’s financial statements.

· The co-operation received by the independent auditors during their audit, including access to all requested records, data and information.

· Any other matters not described above that are required to be communicated by the independent auditors to the Committee pursuant to Statement of Auditing Standards 61 – “Communication With Audit Committee”, as amended by Statement of Auditing Standards 90 – “Audit Committee Communications”.

B. Ongoing Duties

1. Discuss guidelines and policies with respect to risk assessment and risk management. Discuss major financial risk exposures and steps management has taken to monitor and control such exposures.

2. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

3. Regularly report to the Board and review with the Board any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s independent auditor, and the performance of the internal audit function.

4. Review interim, 10Q, and annual financial statements, the Company's annual report, preliminary announcements and related formal statements before submission to the Board, paying particular attention to:

· critical accounting policies and practices and any changes therein;

· decisions requiring a major element of judgment;

· the extent to which the financial statements are affected by any unusual transactions in the year and how they are disclosed;

· the clarity and completeness of disclosures and report its views to the Board where, following its review, the Committee is not satisfied with any aspect of the proposed financial reporting by the Company;

· significant adjustments resulting from the audit;

· the going concern assumption;

· compliance with applicable accounting standards;

· compliance with stock exchange and legal requirements,

· reviewing the Company's statement on internal control systems prior to endorsement by the Board and to review the policies and process for identifying and assessing business risks and the management of those risks by the Company.

D. Regulatory Compliance Duties

1. Prepare a letter for the annual report to shareholders and the Annual Report on Form 10-K, disclosing whether or not, with respect to the prior fiscal year:

(i) management has reviewed the audited financial statements with the Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the Corporation’s financial statements;

(ii) the independent auditors have discussed with the Committee the independent auditors’ judgments of the quality of those principles as applied and judgments referenced in (i) above under the circumstances;

(iii) the members of the Committee have discussed among themselves, without management or the independent auditors present, the information disclosed to the Committee described in (i) and (ii) above; and,

(iv) the Committee, in reliance on the review and discussions conducted with management and the outside auditors pursuant to (i) and (ii) above, believes that the Corporation’s financial statements are fairly presented in conformity with Canadian GAAP in all material respects and that the reconciliation of the Corporation’s financial statements to U.S. GAAP complies with the requirements of the Securities Exchange Act of 1934.

2. Receive reports, from time to time, as required, from management, the Corporation’s Chief Audit Officer or, to the best of their knowledge, the independent auditor that the Corporation’s subsidiary / foreign affiliated entities are in conformity with applicable legal requirements and the Corporation’s Ethics Policy, including disclosures of insider and affiliated party transactions.

3. Review with the independent auditor any reports required to be submitted to the Committee under Section 10A of the Securities Exchange Act of 1934 (regarding the detection of illegal acts, the identification of related party transactions and the evaluation of whether there is substantial doubt about the ability of the Corporation to continue as a going concern).

4. Prepare such reports as are required to be prepared by the Committee pursuant to applicable securities law.

Adopted by the Board of Directors on April 8, 2011