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

On July 18, 2008 the Board of Directors (the "Board") of China North East Petroleum Holdings Limited (the "Company") approved equity awards to its named executive officers and certain director as bonuses, pursuant to its 2006 Stock Option/Stock Issuance Plan. The named executive officers and director will receive the following equity awards.

Wang Hongjun, Chairman, President and Chairman, will receive an option to purchase up to two hundred and thirty thousand (230,000) shares of the Company's common stock at an exercise price equal to the closing bid price quoted on the OTCBB. One hundred fifteen thousand (115,000) of the shares subject to the option vest and become exercisable on the grant date and one hundred fifteen thousand (115,000) of the shares subject to the option vest and become exercisable on the first anniversary of the grant date. In addition, pursuant to the director compensation plan previously approved by the Board, Mr. Wang will receive an option to purchase up to twenty thousand (20,000) shares of the Company's common stock at an exercise price equal to the closing bid price quoted on the OTCBB. Five thousand (5,000) of the shares subject to the option vest and become exercisable on the grant date and five thousand (5,000) shares subject to the option vest and become exercisable every three months thereafter.

Yu Liguo, a director of the Company, will receive an option an option to purchase up to eighty thousand (80,000) shares of the Company's common stock at an exercise price equal to the closing bid price quoted on the OTCBB. Forty thousand (40,000) of the shares subject to the option vest and become exercisable on the grant date and forty thousand (40,000) of the shares subject to the option vest and become exercisable on the first anniversary of the grant date. In addition, pursuant to the director compensation plan previously approved by the Board, Mr. Wang will receive an option to purchase up to twenty thousand (20,000) shares of the Company's common stock at an exercise price equal to the closing bid price quoted on the OTCBB. Five thousand (5,000) of the shares subject to the option vest and become exercisable on the grant date and five thousand (5,000) shares subject to the option vest and become exercisable every three months thereafter.

Zhang Yang, Chief Financial Officer, will receive a stock award of one hundred thousand (100,000) shares of common stock. Fifty thousand (50,000) of the shares will vest on the grant date and fifty thousand (50,000) of the shares will vest on the first anniversary of the grant date.

Jiang Chao, Executive Vice President of Finance, will receive a stock award of twenty thousand (20,000) shares of common stock. Ten thousand (10,000) of the shares will vest on the grant date and ten thousand (10,000) of the shares will vest on the first anniversary of the grant date.

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