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): March 23, 2010
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
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North Carolina
(State
or other jurisdiction of
incorporation)
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000-52092
(Commission
File
Number)
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56-2012361
(IRS
Employer
Identification
No.)
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58 Heng Shan Road, Kun Lun Shopping
Mall
Harbin, People’s Republic of
China
(Address
of principal executive offices)
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150090
(Zip
Code)
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Registrant’s
telephone number, including area code: 86-451-8233-5794
Copies
to:
Benjamin
Tan, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32 Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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On March 23, 2010, our director,
Mr. Ansheng Huang resigned citing personal reasons for his
resignation.
On March 23, 2010, our Nominating
Committee convened a meeting and recommended that our Chief Financial Officer,
Mr. Zibing Pan replace Mr. Huang as director.
On March 23, 2010, our board of
directors agreed to accept Mr. Huang’s resignation and to appoint Mr. Zibing Pan
to replace Mr. Huang as director with immediate effect, to serve until the
earlier of the next annual meeting of stockholders or his resignation,
dismissal, death or when his successor is duly elected and
qualified. Mr. Pan will not be compensated for his services as
director of the Company.
Also on March 23, 2010, our board of
directors determined that it would be in the best interest of the Company to
reconstitute the Compensation Committee and the Nominating Committee to fill the
vacancy left by Mr. Huang and consequently, resolved that both the
Compensation Committee and Nominating Committee shall now comprise Mr. Liansheng
Zhang as Chairman and Mr. Yizhao Zhang and Mr. James Hsu as
members.
We provided Mr. Huang with a copy of
this disclosure before its filing with the SEC. We requested that Mr. Huang
provide us with a letter addressed to the Company stating whether or not he
agrees with the statements made by us in response to this Item 5.02 and, if not,
stating the respects in which he does not agree. On March 23, 2010,
Mr. Huang provided us with a letter stating that he agrees with the statements
made by us in response to this Item 5.02. A copy of this letter is
filed as an exhibit to this report.
Mr. Pan, 41, is a Certified Public
Accountant, certified by the Oklahoma State Board of Accountancy and member of
American Institute of Certified Public Accountant (AICPA) and Oklahoma Society
of Certified Public Accountants (OSCPA). Mr. Pan graduated with a Master of
Business Administration from the University of Central Oklahoma in 1999. He
obtained his Bachelor of Arts from Anhui University, China in 1988. Prior to
joining to the Company, Mr. Pan was an audit manager with Eide Bailly CPAs &
Business Advisors (“Eide Bailly”) at Oklahoma City office. Mr. Pan had been
working at Eide Bailly since September 2005. While at Edie Bailly, he
managed a team of professionals, providing audit and review services to both
national and international clients. From September 1998 to September 2005, Mr.
Pan was a statistical analyst and economist with the State of Oklahoma. He
reviewed and compiled complex statistical data, and provided consultation to
managers and administrators to aid in the development of appropriate assessment
and evaluation mechanisms for programs and services. From 1994-1996, Mr. Pan
worked as a loan project officer for Asian Development Bank (ADB) Loan
Management Office in Anhui, China. He managed various ADB loan projects and
assisted communication and translation between ADB and Chinese government.
From 1988 – 1994, Mr. Pan was an associate professor at Anhui University,
China, teaching English language. Mr. Pan had been our Chief Financial Officer
since August 20, 2009.
There is
no family relationship between Mr. Pan and any of our other officers and
directors. Except for his employment agreement with the Company as Chief
Financial Officer, Mr. Pan has not had any transaction with us.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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17.1 |
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Letter
from Mr. Ansheng Huang to China Education Alliance, Inc. dated March 23,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities and 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
EDUCATION ALLIANCE, INC.
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Dated:
March 23, 2010
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By:
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/s/ Xiqun Yu
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Name:
Xiqun Yu
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Title:
Chief Executive Officer and
President
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