China Carbon Graphite Group, Inc. (Form: 8-K, Received: 04/13/2009 17:27:20)

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Item 1.01 Entry into a Material Definitive Agreement.

On April 8, 2009, the China Carbon Graphite Group, Inc. (the “Company”) entered into an amendment agreement with XingGuang Investment Corporation Limited, a British Virgin Islands corporation (“XingGuang”). The agreement amended the securities purchase agreement dated December 14, 2007, by and between the Company and XingGuang to eliminate the Company’s obligation to have a majority of independent directors or committees comprised of independent directors.

Also pursuant to the amendment agreement, the registration rights agreement dated December 14, 2007, by and between the Company and XingGuang was amended to postpone from August 13, 2008 to December 31, 2010, the date that a registration statement is to be declared effective before liquidated damages start to accrue.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1

Amendment to Securities Purchase Agreement, dated April 8, 2009.

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 CARBON GRAPHITE GROUP, INC.
	(Registrant)

Date: April 13, 2009	By:	/s/ Donghai Yu
		Donghai Yu
		Chief Executive Officer

XingGuang Investment Corporation Limited

#413 2731 Long Hunan Road

China Carbon Graphite Group, Inc.

c/o Xinghe Yongle Carbon Co., Ltd.

Inner Mongolia, China

Attention: Donghai Yu, CEO

Re: Amendment to Securities Purchase Agreement

Reference is made to the securities purchase agreement (the “Purchase Agreement”) and the registration rights agreement, both dated December 14, 2007, by and between China Carbon Graphite Group, Inc., a Nevada corporation then known as Achievers Magazine Inc. (the “Company”) and XingGuang Investment Corporation Limited, a British Virgin Islands corporation (“Investor”).

1. Sections 6.7 and 6.8 of the Purchase Agreement are hereby deleted in their entireties.

2. Section 1.1(h) of the Registration Agreement, which sets forth the definition of Required Effective Date, is hereby amended to read as follows:

““ Required Effective Date ” shall mean the first to occur of (i) December 31, 2010, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC; provided, however, that in no event shall the Required Effective Date of a Subsequent Registration Statement be earlier than the earliest date on which, based on SEC Guidance, the SEC will declare effective such Additional Registration Statement.”

3. All other provisions of the Purchase Agreement and the Registration Agreement shall be read in a manner consistent with this Amendment.

4. Except as amended by this Amendment, the Purchase Agreement and the Registration Agreement shall remain in full force and effect.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first aforesaid.

XINGGUANG INVESTMENT CORPORATION LIMITED

By: /s/ Xiang Xin Sun

CHINA CARBON GRAPHITE GROUP, INC.

Donghai Yu, Chief Executive Officer