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): October 28, 2009
CHINA
CARBON GRAPHITE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-114564
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98-0550699
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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c/o
Xinghe Xingyong Carbon Co., Ltd.
787
Xicheng Wai
Chengguantown
Xinghe
County
Inner
Mongolia, China
Telephone:
(86) 474-7209723
(Address
of principal executive offices)
Copies
to:
Asher S.
Levitsky PC
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 981-6767
Fax:
(212) 930 - 9725
E-mail:
alevitsky@srff.com
(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 (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
On
October 28, 2009, China Carbon Graphite Group, Inc. (the “Company”) elected
Yizhao Zhang and John Chen as directors. Mr. Zhang and Mr. Chen, who
are independent directors, shall each receive 25,000 shares of common stock for
each year of service as director. A copy of Mr. Zhang’s agreement is
filed as Exhibit 99.1 and a copy of Mr. Chen’s agreement is filed as Exhibit
99.2.
With the
election of Mr. Chen and Mr. Zhang, the Company now has a majority of
independent directors. Effective October 28, 2009, the Company created audit,
compensation and corporate governance/nominating committees and adopted a code
of conduct. Mr. Chen and Mr. Zhang, along with Hongbo Liu, who is
also an independent director, will serve as members of each of the committees,
with Mr. Zhang serving as chairman of the audit committee, Mr. Chen as chairman
of the compensation committee and Mr. Liu as chairman of the corporate
governance/nominating committee. A copy of the Company’s code of conduct is
filed as Exhibit 14.1.
Mr. Chen
has served as chief financial officer and director of General Steel Holdings,
Inc., a Chinese steel manufacturing company, since May 2004. From August 1997 to
July 2003, Mr. Chen was senior accountant at Moore Stephens, Wurth, Frazer and
Torbet, LLP, Los Angeles, California, USA. He graduated from Norman Bethune
University of Medical Science, Changchun City, Jilin Province, China in 1992. He
received a B.S. degree in accounting from California State Polytechnic
University, Pomona, California in 1997.
Mr. Zhang, 39, has more than 13 years
of experiences in portfolio investment, corporate finance, and accounting. He
has been chief financial officer of Universal Travel Group, a travel agency
services company, since August 17, 2009. From August 2008 to January 2009, he
was the chief financial officer of Energroup Holdings Corp., a fresh and
processed meat producer in the PRC. From May 2007 through May 2008, he was chief
financial officer of Shengtai Pharmaceutical Inc., a PRC manufacturer and
supplier of glucose products. From April 2006 through December 2006, he was the
deputy chief financial officer of China Natural Resources, Inc., a PRC mineral
mining company. From April 2005 through April 2006, he was the vice president
and senior manager in Chinawe Asset Management Consultancy Limited, a company
which mainly manages non-performing loan assets in China. Mr. Zhang was a
financial consultant with Hendrickson Asset Management Assistance LLP from
January 2004 through November 2004. Mr. Zhang is a certified public accountant,
and a member of the American Certified Accountants. Mr. Zhang received a
bachelor degree in economics from Fudan University, Shanghai in 1992 and
obtained an MBA degree with Financial Analysis and Accounting concentrations
from the State University of New York at Buffalo in 2003. Mr. Zhang currently
serves as a director of China Education Alliance, Inc., a PRC-based online
educational resource company, China Green Agriculture, Inc, a PRC-based producer
of humic acid-based compound fertilizers, and Kaisa Group Holdings Ltd., one of
the largest property developers in China, and from June 2008 to August 2009
served as director and audit chairman of Universal Travel Group.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 28, 2009, the board of
directors approved a restatement of the Company’s Bylaws. A copy of
the Company’s Bylaws is filed as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
Exhibits
3.1
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Amended and
Restated Bylaws, dated October 28, 2009.
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14.1
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Code of Conduct and
Whistleblower Policy.
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99.1
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Agreement, dated
October 28, 2009, by and between China Carbon Graphite Group, Inc. and
Yizhao Zhang.
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99.2
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Agreement, dated
October 28, 2009, by and between China Carbon Graphite Group, Inc. and
John Chen.
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99.3
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Press release,
dated November 2, 2009.
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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.
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CHINA
CARBON GRAPHITE GROUP, INC.
(Registrant)
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Date:
November 3, 2009
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By:
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/
s/ Ting
Chen
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Chief
Financial Officer
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EXHIBIT
3.1
AMENDED
AND RESTATED BYLAWS
OF
CHINA
CARBON GRAPHITE GROUP, INC.
(a Nevada
Corporation)
ARTICLE
I
STOCKHOLDERS
1.
CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall
be entitled to have a certificate signed by, or in the name of, the corporation
by the Chairman or Vice- Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation or by agents
designated by the Board of Directors, certifying the number of shares owned by
him in the corporation and setting forth any additional statements that may be
required by the General Corporation Law of the State of Nevada (General
Corporation Law). If any such certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, a
facsimile of the signature of the officers, the transfer agent or transfer clerk
or the registrar of the corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any certificate or certificates shall cease to be such officer or
officers of the corporation before such certificate or certificates shall have
been delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer or officers of the corporation.
Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, the certificates representing stock
of any such class or series shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The
corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2.
FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute
and deliver a certificate for or including a fraction of a share. In lieu of
executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK
TRANSFERS. Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the corporation shall be made only on the
stock ledger of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes, if any, due
thereon.
4. RECORD
DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of any other lawful
action, the directors may fix, in advance, a record date, which shall not be
more than sixty days nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. If no record date is fixed, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of the
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
5.
MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Articles of Incorporation confers
such rights where there are two or more classes or series of shares of stock or
upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the articles of incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.
6.
STOCKHOLDER MEETINGS.
- TIME.
The annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall be held on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be held
on the date and at the time fixed by the directors.
- PLACE.
Annual meetings and special meetings shall be held at such place, within or
without the State of Nevada, as the directors may, from time to time,
fix.
- CALL.
Annual meetings and special meetings may be called by the directors or by any
officer instructed by the directors to call the meeting.
- NOTICE
OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by
the President or a Vice- President, or the Secretary, or an Assistant Secretary,
or by such other person or persons as the directors must designate. The notice
must state the purpose or purposes for which the meeting is called and the time
when, and the place, where it is to be held. A copy of the notice must be either
delivered personally or mailed postage prepaid to each stockholder not less than
ten nor more than sixty days before the meeting. If mailed, it must be directed
to the stockholder at his address as it appears upon the records of the
corporation. Any stockholder may waive notice of any meeting by a writing signed
by him, or his duly authorized attorney, either before or after the meeting; and
whenever notice of any kind is required to be given under the provisions of the
General Corporation Law, a waiver thereof in writing and duly signed whether
before or after the time stated therein, shall be deemed equivalent
thereto.
- CONDUCT
OF MEETING. Meetings of the stockholders shall be presided over by one of the
following officers in the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice- President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
- PROXY
REPRESENTATION. At any meeting of stockholders, any stockholder may designate
another person or persons to act for him by proxy in any manner described in, or
otherwise authorized by, the provisions of Section 78.355 of the General
Corporation Law.
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INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint
one or more inspectors of election to act at the meeting or any adjournments
thereof. If an inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector, if any, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM.
Stockholders holding at least a majority of the voting power are necessary to
constitute a quorum at a meeting of stockholders for the transaction of business
unless the action to be taken at the meeting shall require a greater proportion.
The stockholders present may adjourn the meeting despite the absence of a
quorum.
- VOTING.
Each share of stock shall entitle the holder thereof to one vote. In the
election of directors, a plurality of the votes cast shall elect. Any other
action is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action, except where the General
Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a
different percentage of votes and/or a different exercise of voting power. In
the election of directors, voting need not be by ballot; and, except as
otherwise may be provided by the General Corporation Law, voting by ballot shall
not be required for any other action.
Stockholders
may participate in a meeting of stockholders by means of a conference telephone
or similar method of communication by which all persons participating in the
meeting can hear each other.
7.
STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the
General Corporation Law, any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if a written consent
thereto is signed by stockholders holding at least a majority of the voting
power; provided that if a different proportion of voting power is required for
such an action at a meeting, then that proportion of written consents is
required. In no instance where action is authorized by written consent need a
meeting of stockholders be called or noticed.
ARTICLE
II
DIRECTORS
1.
FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be
managed by the Board of Directors of the corporation. The Board of Directors
shall have authority to fix the compensation of the members thereof for services
in any capacity. The use of the phrase "whole Board" herein refers to the total
number of directors which the corporation would have if there were no
vacancies.
2.
QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A
director need not be a stockholder or a resident of the State of Nevada. The
initial Board of Directors shall consist of two persons. Thereafter the number
of directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be two. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3.
ELECTION AND TERM. Directors may be elected in the manner prescribed by the
provisions of Sections 78.320 through 78.335 of the General Corporation Law of
Nevada. The first Board of Directors shall hold office until the first election
of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4.
MEETINGS.
- TIME.
Meetings shall be held at such time as the Board shall fix, except that the
first meeting of a newly elected Board shall be held as soon after its election
as the directors may conveniently assemble.
- PLACE.
Meetings shall be held at such place within or without the State of Nevada as
shall be fixed by the Board.
- CALL.
No call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the
President, or by a majority of directors in office.
- NOTICE
OR ACTUAL CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral, or any other mode
of notice of the time and place shall be given for special meetings in
sufficient time for the convenient assembly of the directors thereat. Notice if
any need not be given to a director or to any member of a committee of directors
who submits a written waiver of notice signed by him before or after the time
stated therein.
- QUORUM
AND ACTION. A majority of directors then in office, at a meeting duly assembled,
shall constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
the Articles of Incorporation or these Bylaws may otherwise provide, and except
as otherwise provided by the General Corporation Law, the act of the directors
holding a majority of the voting power of the directors, present at a meeting at
which quorum is present, is the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.
Members
of the Board or of any committee which may be designated by the Board may
participate in a meeting of the Board or of any such committee, as the case may
be, by means of a telephone conference or similar method of communication by
which all persons participating in the meeting hear each other. Participation in
a meeting by said means constitutes presence in person at the
meeting.
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CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5.
REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or
without cause in accordance with the provisions of the General Corporation
Law.
6.
COMMITTEES. Whenever its number consists of two or more, the Board of Directors
may designate one or more committees which have such powers and duties as the
Board shall determine. Any such committee, to the extent provided in the
resolution or resolutions of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.
7.
WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the
Board of Directors or of any committee thereof may be taken without a meeting
if, before or after the action, a written consent thereto is signed by all
members of the Board or of the committee, as the case may be.
ARTICLE
III
1.
OFFICERS. The corporation must have a President, a Secretary, and a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the Board, a Vice- Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of
Directors.
2.
QUALIFICATIONS. Except as may otherwise be provided in the resolution choosing
him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the Board, if any, need be a director.
Any
person may hold two or more offices, as the directors may
determine.
3. TERM
OF OFFICE. Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor shall have been chosen or until his resignation or removal before
the expiration of his term.
Any
officer may be removed, with or without cause, by the Board of Directors or in
the manner determined by the Board.
Any
vacancy in any office may be filled by the Board of Directors or in the manner
determined by the Board.
4. DUTIES
AND AUTHORITY. All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as shall
be prescribed in the resolution designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions or instruments may be inconsistent therewith.
ARTICLE
IV
REGISTERED
OFFICE
The
location of the initial registered office of the corporation in the State of
Nevada is the address of the initial resident agent of the corporation, as set
forth in the original Articles of Incorporation.
The
corporation shall maintain at said registered office a copy, certified by the
Secretary of State of the State of Nevada, of its Articles of Incorporation, and
all amendments thereto, and a copy, certified by the Secretary of the
corporation, of these Bylaws, and all amendments thereto. The corporation shall
also keep at said registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the corporation, showing their places of residence, if
known, and the number of shares held by them respectively or a statement setting
out the name of the custodian of the stock ledger or duplicate stock ledger, and
the present and complete post office address, including the street and number,
if any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE
V
CORPORATE
SEAL OR STAMP
The
corporate seal or stamp shall be in such form as the Board of
Directors
may prescribe.
ARTICLE
VI
FISCAL
YEAR
The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.
ARTICLE
VII
CONTROL
OVER BYLAWS
The power
to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested
in the Board of Directors subject to the Bylaws, if any, adopted by the
stockholders.
I HEREBY
CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of
China Carbon Graphite Group, Inc., a Nevada corporation, as in effect on the
date hereof.
Dated:
October 28, 2009
By:
/s/ Donghai
Yu
Donghai
Yu, Secretary
China
Carbon Graphite Group, Inc.
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CODE
OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF CHINA
CARBON GRAPHITE GROUP, INC.
A goal of
China Carbon Graphite Group, Inc. (the “Company”) and its subsidiaries is to
promote professional and ethical conduct with respect to its business practices
worldwide. This code provides ethical standards to which all of our executive
officers, including our principal executive, financial and accounting officers,
our directors, our financial managers and all employees are expected to adhere
and promote regarding individual and peer responsibilities, and responsibilities
to other employees, the Company, the public and other stakeholders.
1. TREAT
IN AN ETHICAL MANNER THOSE TO WHOM WE HAVE AN OBLIGATION
We are
committed to honesty, just management, fairness, providing a safe and healthy
environment free from the fear of retribution, and respecting the dignity due
everyone.
For the
communities in which we live and work we are committed to observe sound
environmental business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.
For our
shareholders we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.
For our
suppliers and partners we are committed to fair competition and the sense of
responsibility required of a good customer and teammate.
2.
PROMOTE A POSITIVE WORK ENVIRONMENT
All
employees want and deserve a workplace where they feel respected, satisfied, and
appreciated. We respect cultural diversity and will not tolerate harassment or
discrimination of any kind -- especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital
status.
Providing
an environment that supports honesty, integrity, respect, trust, responsibility,
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that is
free from the fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable
ethical behavior.
3.
PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN
We are
committed to providing a drug-free, safe and healthy work environment, and to
observing environmentally sound business practices. We will strive, at a
minimum, to do no harm and where possible, to make the communities in which we
work a better place to live. Each of us is responsible for compliance with
environmental, health and safety laws and regulations.
4. KEEP
ACCURATE AND COMPLETE RECORDS
We must
maintain accurate and complete Company records. Transactions between the Company
and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.
5. OBEY
THE LAW
We will
conduct our business in accordance with all applicable laws and regulations.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of our
duties. In conducting business, we shall:
A.
STRICTLY ADHERE TO ALL COMPETITION LAWS
Officer,
directors and employees must strictly adhere to all antitrust and related
competition and antimonopoly laws. Such laws exist in the United States, China
and other countries where the Company may conduct business. These laws prohibit
practices in restraint of trade such as price fixing and boycotting suppliers or
customers. They also bar pricing intended to run a competitor out of business;
disparaging, misrepresenting, or harassing a competitor; stealing trade secrets;
bribery; and kickbacks.
B.
STRICTLY COMPLY WITH ALL SECURITIES LAWS
In our
role as a publicly owned company, we must always be alert to and comply with the
securities laws and regulations of the United States, China, and other countries
where the Company may conduct its business.
C. DO NOT
ENGAGE IN SPECULATIVE OR INSIDER TRADING
United
States law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling company stock while in the possession of material, non-public
information concerning the Company. This same prohibition applies to trading in
the stock of other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company policy also
prohibits officers, directors and employees from trading options on the open
market in Company stock under any circumstances.
Material,
non-public information is any information that could reasonably be expected to
affect the price of a stock. If an officer, director or employee is considering
buying or selling a stock because of inside information they possess, they
should assume that such information is material. It is also important for the
officer, director or employee to keep in mind that if any trade they make
becomes the subject of an investigation by the government, the trade will be
viewed after-the-fact with the benefit of hindsight. Consequently, officers,
directors and employees should always carefully consider how their trades would
look from this perspective.
Two
simple rules can help protect you in this area: (1) Don't use non-public
information for personal gain. (2) Don't pass along such information to someone
else who has no need to know.
This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment.
D. BE
TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a
public company, we must be fair and accurate in all reports filed with the
United States Securities and Exchange Commission. Our officers, directors and
management are responsible for ensuring that all reports are filed in a timely
manner and that they fairly present the financial condition and operating
results of the Company.
Securities
laws are vigorously enforced. Violations may result in severe penalties
including significant fines against the Company. There may also be sanctions
against individual employees including substantial fines and prison
sentences.
The Chief
Executive Officer and Chief Financial Officer will certify to the accuracy of
reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.
Officers and Directors who knowingly or willingly make false certifications may
be subject to criminal penalties or sanctions including fines and
imprisonment.
6. AVOID
CONFLICTS OF INTEREST
Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.
HERE ARE
SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
-
Employment by a competitor, or potential competitor, regardless of the nature of
the employment, while employed by us.
-
Acceptance of gifts, payment, or services from those seeking to do business with
us.
-
Placement of business with a firm owned or controlled by an officer, director or
employee or his/her family.
-
Ownership of, or substantial interest in, a company that is a competitor, client
or supplier.
- Acting
as a consultant to one of our customers, clients or suppliers.
- Seeking
the services or advice of an accountant or attorney who has provided services to
us.
Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure of any
potential conflict is the key to remaining in full compliance with this
policy.
7.
COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must
comply with the laws and regulations that pertain to the acquisition of goods
and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.
If you
are involved in Company transactions, you must be certain that all statements,
communications, and representations are accurate and truthful.
8. AVOID
ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale
and marketing of our products and services should always be free from even the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Our officers, directors
and employees will neither give nor accept business courtesies that constitute,
or could be reasonably perceived as constituting, unfair business inducements or
that would violate law, regulation or policies of the Company, or could cause
embarrassment to or reflect negatively on the Company's reputation.
9.
MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business
integrity is a key standard for the selection and retention of those who
represent us. Agents, representatives and consultants must certify their
willingness to comply with the Company's policies and procedures and must never
be retained to circumvent our values and principles. Paying bribes or kickbacks,
engaging in industrial espionage, obtaining the proprietary data of a third
party without authority, or gaining inside information or influence are just a
few examples of what could give us an unfair competitive advantage and could
result in violations of law.
10.
PROTECT PROPRIETARY INFORMATION
Proprietary
Company information may not be disclosed to anyone without proper authorization.
Keep proprietary documents protected and secure. In the course of normal
business activities, suppliers, customers and competitors may sometimes divulge
to you information that is proprietary to their business. Respect these
confidences.
11.
OBTAIN AND USE COMPANY ASSETS WISELY
Personal
use of Company property must always be in accordance with corporate policy.
Proper use of Company property, information resources, material, facilities and
equipment is your responsibility. Use and maintain these assets with the utmost
care and respect, guarding against waste and abuse, and never borrow or remove
Company property without management's permission.
12.
FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES
We
encourage our employees to become involved in civic affairs and to participate
in the political process. Employees must understand, however, that their
involvement and participation must be on an individual basis, on their own time
and at their own expense. United States law prohibits corporations from donating
corporate funds, goods, or services, directly or indirectly, to candidates for
governmental offices either in the United States or China -- this includes
employees' work time. Local and state/provincial laws also govern political
contributions and activities as they apply to their respective
jurisdictions.
13. BOARD
COMMITTEES.
The
Company’s Audit Committee shall be empowered to enforce the Company’s Code of
Ethics. The Audit Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's Code of Conduct,
the Company's controls and reporting procedures and the Company's business
conduct.
14.
DISCIPLINARY MEASURES.
The
Company shall consistently enforce its Code of Conduct through appropriate means
of discipline. Violations of the Code shall be promptly reported to the Audit
Committee. Pursuant to procedures adopted by it, the Audit Committee shall
determine whether violations of the Code have occurred and, if so, shall
determine the disciplinary measures to be taken against any employee or agent of
the Company who has so violated the Code.
Any
information you may have concerning any violation of this Code of Conduct should
be brought to the attention of the Audit Committee. If you provide information
to the Audit Committee, it will be treated in confidence. Communications to the
Audit Committee should be sent to the attention of one of the Audit Committee
Representatives. The Audit Committee Representatives shall be the chairman of
the audit committee and one other member of the audit committee who is
designated for that purpose by the audit committee. The names and contact
information for initial Audit Committee Representatives is set forth on Exhibit
A. A copy of this Code of Conduct will be maintained on our website at
www.chinawindsystems.com. The Code of Conduct on our website will include the
names of and contact information for the Audit Committee
Representatives.
The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.
Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who if requested to divulge information
withhold material information regarding a violation, and (iii) supervisors who
approve or condone the violations or attempt to retaliate against employees or
agents for reporting violations or violators.
Exhibit
A
Names and
Contact Information for Audit Committee Representatives
1.
|
Yizhao
Zhang, Chairman of Audit Committee
|
Address:
Room 902, #60 Fangcun Avenue East, Fangli Garden
Guangzhou,
Guangdong, China 510380
Phone:
(86)13510460619
Email:
zhangyizhao@hotmail.com
Address: Hunan
University, School of Material Science and Engineering,
Lushan
South Road, Yuelu District, Changsha City,
Hunan
Province, People’s Republic of China 410082
Phone:
Email:
Address: Kuntai
International Mansion Building, Suite 2315
Yi
No. 12 Chaowai Avenue
Chaoyang
District, Beijing, China 100020
Phone:
86-13910177819
Email:
China
Carbon Graphite Group, Inc.
ETHICS
HOTLINE/WHISTLEBLOWER PROGRAM
职业准则连线
/
告发者政策(计划)
CHINA
CARBON GRAPHITE GROUP, INC.
ETHICS
HOTLINE/WHISTLEBLOWER PROGRAM
职业准则连线
/
告发者政策
(
计划
)
TO: All
Employees of China Carbon Graphite Group, Inc. (the “Company”)
所有
China Carbon
Graphite Group, Inc.
(称“公司”)职员
FROM: The
Board of Directors, China Carbon Graphite Group, Inc.
公司董事会
Introduction:
Briefly
stated, this is a program established to provide any and all employees a
confidential method to report any incidents which they believe may be illegal or
improper financial, auditing or accounting conduct, any violation of the
Company’s Code of Conduct or other unethical behavior. This program
is administered and overseen by the Company’s general counsel and Audit
Committee and has been approved the Company’s Board of Directors.
简介
:
该规划提供给职工一种保密方式,好让职工报告任何可疑的非法或不正当的财政,审计,或会计行为,或任何违反公司行为守则等不道德行为。该规划已获得公司董事会审批,由公司首席法律顾问与审计委员会执行监管。
Purpose of
Program:
Under the Sarbanes-Oxley Act of 2002, the
audit committee of a company, such as China Carbon Graphite Group, Inc., which
is a registered under the Securities Exchange Act of 1934, is required to
established procedures for (1) receiving and retaining information about, and
treating alleged incidents involving the company regarding accounting, internal
accounting controls or auditing matter and (2) the confidential, anonymous
submission of concerns by employees about questionable accounting or auditing
matters.
规划目的
:据萨班斯
-
奥克斯利法案的法规下,以美国1934年证券交易法注册的公司必须建立一个审计委员会,并建立适当程序
(1)收集,处理有关被告可疑的公司会计,内控或审计行为的资料; 及(2)收集可以审计,会计行为的保密,匿名职工报告。
Your Right to
Report:
If you know or believe that any person in the
Company is doing anything which is illegal or improper with respect to
financial, accounting, auditing or following proper procedures, you are
encouraged to report the matter to the parties designated below. The
misconduct in question could range from stealing, embezzlement, bribing or
taking bribes, to improper recording or reporting, or the improper withholding
of information. If you are in doubt as to whether or not to report an
incident, report it.
报告事件的权利
:如果你知道或怀疑任何职工犯了非法或不正当的财政,审计,会计或其他不正当行为,公司鼓励您向以下的人报告该事件。不正当行为包括偷窃,贪污,贿赂,做不当纪录或不当隐秘资料。如果您不确定是否应该报事件,应当报。
In
addition to reporting matters of the type indicated above, you have the right to
report or communicate concerns, about actual or potential violations of the
Company’s Code of Conduct, including unethical behavior and actual or suspected
fraud.
除了以上烈的行为以外,您有权利通报违反公司道德守则的存在或潜在事件,包括不道德及欺诈行为。
You also
have the right to obtain advice before making decisions in the course of your
work that appear to have significant legal or ethical implications.
您有权利做有重要法律或道德影响的决定之前,先询他人的忠告。
Person to
Contact:
You may discuss your concerns with
supervisors, management, or our personnel department, as you think is most
appropriate. If you want to discuss your concerns with an outside
director, who is not employed by us, all communications should be sent to the
attention of one of the Company’s Audit Committee
Representatives. The Audit Committee Representatives shall be the
chairman of the audit committee and one other member of the audit committee who
is designated for that purpose by the audit committee. The names and
contact information for initial Audit Committee Representatives is set forth on
Exhibit A. A copy of our Code of Conduct will be maintained on our
website at www.chinawindsystems.com. The Code of Conduct on our
website will include the names of and contact information for the Audit
Committee Representatives.
联络人
:您可以跟上司,管理层,或人资部门商量您的懮虑。如果您想跟非职员的独立董事商谈,请联络公司审计委员会代表人(审计委员会主席与另外一名委员)。这些代表人的名字,联络资料提供在附件A。另外,公司道德守则会登在公司网站上(
www.chinawindsystems.com
),也会包含审计委员会代表人的名字和联络资料。
Confidentiality
: Your
name will be kept confidential by the person you contact. You also
have the right to make reports anonymously. No retribution will be
taken against an employee making a report under this program.
保密政策
:您联络的人会保密您的名字;您也可以用匿名的方式报事件。据该计划报告的职工不会受到任何报应。
Access to Reports and
Records and Disclosure of Investigation Results
:
All reports and records
associated with employee reports submitted under this program (“Whistleblower
Reports”) are considered confidential information and access will be restricted
to members of the Audit Committee, the Company’s legal department and employees
of the Company or outside counsel involved in investigating a Whistleblower
Report as contemplated by these procedures. Access to reports and records
may be granted to other parties at the discretion of the Audit Committee.
In the event that the Company contracts with a third party to
handle complaints or any part of the complaint process, the third party will
comply with these policies and procedures.
索取报告,宣报调查结果
:所有关于职工在该计划下提交的报告和记录(称“告发者报告”)属于保密信息,只有公司审计委员会,法律部门,或协助调查告发者报告的职员或顾问。如果公司顾第三者处理报告程序,第三者也应遵守该政策程序。
Whistleblower
Reports and any resulting investigations, reports or resulting actions generally
will not be disclosed to the public except as required by any legal requirements
or regulations or by any corporate policy in place at the time.
除了符合当时实效的法律法规或公司政策规定之外,告发者报告和任何调查或诉讼不会公开披露。
Follow-Up
: If you do
not believe appropriate remedial action has been taken, you may report directly
to our outside special counsel, Asher S. Levitsky P.C. Mr. Levitsky
can be contacted at:
追踪
:如果您认为公司没有采取适当的反应,您可以报事件给公司的特别法律顾问,
Asher S.
Levitsky
先生,以下是他的联络方式:
Asher S.
Levitsky P.C.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Phone:
(212) 981-6767
Fax:
(212) 930-9725
E-mail:
alevitsky@srff.com
Non-exclusive
: This
program is designed to give you a special protected way to discuss matters of
concern confidentially or anonymously, but is not your exclusive
method.
非独家性
:该计划既是一种特别保护方式,好让您保密或匿名的讨论事情,但并非是您唯一的披露方式。
The
undersigned employee acknowledges that he or she has received a copy of the
China Carbon Graphite Group, Inc. Ethics Hotline/Whistleblower
Program. A copy of this policy will be available on the Company
website at
www.chinacarboninc.com
.
以下签名的职员确认他已收到公司职业准则连线
/
告发者政策一份,一份也会登在公司网站
www.chinacarboninc.com
.
EXHIBIT
A
附件
A
Names and
Contact Information for Audit Committee Representatives
审计委员会代表人的联络资料
1.
|
Yizhao
Zhang, Chairman of Audit Committee
|
Address:
Room 902, #60 Fangcun Avenue East, Fangli Garden
Guangzhou,
Guangdong, China 510380
Phone:
(86)13510460619
Email:
zhangyizhao@hotmail.com
Address: Hunan
University, School of Material Science and Engineering,
Lushan
South Road, Yuelu District, Changsha City,
Hunan
Province, People’s Republic of China 410082
Phone:
Email:
Address: Kuntai
International Mansion Building, Suite 2315
Yi
No. 12 Chaowai Avenue
Chaoyang
District, Beijing, China 100020
Phone:
86-13910177819
Email:
Exhibit 99.1
CHINA
CARBON GRAPHITE GROUP, INC.
c/o
Xinghe Yongle Carbon Co., Ltd.
787
Xichcng Wai, Chengguantown
Xinghe
County, Inner Mongolia, People's Republic of China
October
28, 2009
To:
|
Mr.
Yizhao Zhang
Room
902, #60 Fangcun Avenue East.
Guangzhou,
Guangdong, CHINA 5 10380
|
Re:
China Carbon Graphite
Group, Inc. Board of Directors
Dear Mr.
Zhang:
China
Carbon Graphite Group, Inc., a Nevada corporation (the "Company"), is pleased to
advise you that you have been elected as a director of China Carbon Graphite
Group, Inc.. subject to your acceptance and agreement to serve as a member of
the our Board of Directors (the "Board"). Directors are elected for a period of
one year and until their successors are elected and qualified. At each annual
meeting of stockholders, we elect directors to serve for the following year. The
Board is responsible for managing our business and affairs.
This
Agreement shall set forth the terms of your service as a director, keeping in
mind that, as a director of a Nevada corporation, you have the responsibilities
of a director under the Nevada Revised Statutes.
1.
Acceptance; Board and
Committee Service.
You hereby accept your election as a director of the
Company. The Company plans to create audit and compensation committees comprised
of independent directors, and in this regard you agree to serve on the audit and
compensation committees and to serve as chairman of the audit committee once
they are established. You confirm to us that you are an independent director as
defined in the Nasdaq rules and regulations.
2.
Services.
(a) The
Board will have four regular meetings each year, one of which may he
held in
the People's Republic of China. Special meetings may be called from time to time
to the extent that they are deemed necessary. In addition, the independent
directors may have separate meetings, which may be held on the same day as a
hoard meeting.
(b) The
audit committee, once established, will have four regular meetings,
one to
review the financial statements for each of the first three fiscal quarters and
a fourth to review the audited financial statements for the fiscal year. At
these meetings, the audit committee will meet with representatives of our
independent registered accounting.,fim (the
Board
of Directors Offer Letter
"auditors")
and, if the audit committee deems necessary or desirable, the chief financial
officer, to review the financial statements together with any questions raised
by the auditors' review of our disclosure and internal controls. The audit
committee will also work with the auditors in connection with the implementation
of internal controls. It is possible that additional meeting of the audit
committee may be required.
(c)
The compensation committee, once established, will be responsible for
administering any stock option or other equity-based incentive plans and for
determining the compensation of the chief executive officer and other executive
officers. We expect that the compensation committee will meet twice a
year.
3.
Attendance.
Meetings
for each year shall be scheduled at the beginning of the year and shall be
reasonably acceptable to all directors. if you are unable to attend a meeting
in
person, you may
participate by conference call. In addition, you shall be available to consult
with the other members of the Board as necessary via telephone, electronic mail
or other forms of correspondence. In addition, you will review our financial
statements and annual and quarterly reports prior to the audit committee
meetings. We anticipate that your participation by means other than personal
attendance, including review of our financial statements and annual and
quarterly reports, as described herein shall he, on the average during the year,
not more than ten hours per month.
4.
Services for Others.
While we recognize that you serve and you may continue to serve as a
director and audit and/or compensation committee member of the board of
directors of other companies. you understand and agree that you are and will be
subject to our policy that restricts you from using or disclosing any material
non-public information concerning our company or from using or disclosing any of
our trade secrets or other proprietary information. Similarly, you agree that
you will not use
or
disclose, in the performance of your duties as a director, any trade
secrets or proprietary information of any other company. You agree to execute
our standard non-disclosure agreement.
5.
Blackout Period.
You
understand that we have a policy pursuant to which no officer, director or key
executive may engage in transactions in our stock during the period commencing
two weeks prior to the end of a fiscal quarter and ending the day after the
financial information for the quarter or year have been publicly released. As a
member of the audit committee, if you have information concerning our financial
results at any time, you may not engage in transactions in
our
securities until the
information is publicly disclosed.
6.
Compensation.
As an
independent director, you will receive an annual compensation of 25,000 shares
of common stock, granted immediately at the date of this agreement and at the
anniversary date of the subsequent years.
7.
Reimbursement of Expenses.
You will be reimbursed for all reasonable expenses
incurred
in connection with the performance of your services as a director and committee
member and/or chairman, including your travel, lodging and related expenses,
which will include business class travel to, and five-star lodging in, the
People's Republic of China for one meeting of the Board and any other meeting
where you are required or requested to attend in person. If
the Board
or any committee has more than one meeting in China, you may attend that meeting
by conference call unless you are otherwise in China.
Board
of Directors Offer Letter
8.
Officers'
and Directors' Liability Insurance.
We will purchase officers' and
directors' liability insurance in the amount„of $5,000,000, and we will maintain
such insurance in not less than that amount.
9.
Certain
Representations.
(a)
You
represent and agree that you are accepting the shares of common stock being
issued to you pursuant to this Agreement for your own account and not with a
view to or for sale of distribution thereof. You understand that the securities
are restricted securities and you understand the meaning of the term "restricted
securities." You further represent that you were not solicited by publication of
any advertisement in connection with the receipt of the Shares and that you have
consulted tax counsel as needed regarding the Shares.
(b)
You
further represent that, during the past five years:
(i)
No
petition has been filed under the federal bankruptcy laws or any state
insolvency law by or against, or a receiver, fiscal agent or similar officer has
been appointed by a court for your business or property, or any partnership in
which you were a general partner at or within two years before the time of such
filing, or any corporation or business association of which you were an
executive officer at or within two years before the time of such
filing;
(ii)
You have
not been convicted in a criminal proceeding and are not the subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(iii) You
have not been the subject of any order, judgment, or decree,
not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining you from, or otherwise
limiting, the following activities:
(A)
Acting as
a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such
activity;
(B)
Engaging
in any type of business practice; or
(C) Engaging
in any activity in connection with the purchase or
sale of
any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;
Board
of Directors Offer Letter
(D)
You have not
been the subject of any order, judgment or
decree,
not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting, for more than 60 days, your
right to engage in any activity described in Section 10(b)(iii)(A) of this
Agreement, or to be associated with persons engaged in any such activity;
or
(iv)
You have
not been found by a court of competent jurisdiction in a civil action or by the
SEC to have violated any federal or state securities law, and the judgment in
such civil action or finding by the SEC has not been subsequently reversed,
suspended, or vacated.
(v)
You have
not been found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading CommiSsion has not been subsequently reversed, suspended or
vacated.
(c)
Stock Ownership.
Except as set forth on the signature page of this
Agreement,
you do not own any shares of any class or series of our capital stock or any
options or warrants to purchase our capital stock or any securities convertible
into our capital stock.
10.
Independent Contractor.
You understand that, as a director, you will be an independent contractor
and not an employee, and, unless the Board expressly grants you such
authorization, you shall have no authority to bind
its
or to act as
our agent.
11.
Entire Agreement; Amendment;
Waiver.
This Agreement expresses the entire understanding with respect to
the subject matter hereOf and supersedes and terminates any prior oral or
written agreements with respect to the subject matter hereof. This Agreement may
be modified or amended, and no provision of this Agreement may be waived, except
by a writing that expressly refers to this Agreements, states that it is an
amendment, modification or waiver and is signed by both parties, in the case of
an amendment or modification or the party granting the waiver in the case of a
waiver. Waiver of any term or condition of this Agreement by any party shall not
be construed as a waiver of any subsequent breach or failure
of the same term or
condition or waiver of any other term or condition of this Agreement. The
failure of any party at any time to require performance by any other party of
any provision of this Agreement shall not affect the right of any such party to
require future performance of such provision or any other provision of this
Agreement.
The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.
[SIGNATURE
PAGE TO FOLLOW]
Board
of Directors Offer Letter
Sincerely,
CHINA
CARBON GRAPHITE GROUP, INC,
By:
|
/s/
Donghai
Yu
Donghai
Yu
Chief Executive
Officer
|
AGREED,
AND ACCEPTED:
/s/ Yizhao
Zhang
Yizhao
Zhang
Shares of
common stock, warrants, options or convertible securities owned as of the date
of this Agreement: 0
Board of Directors Offer
Letter
Exhibit 99.2
CHINA
CARBON GRAPHITE GROUP, INC.
c/o
Xinghe Yongle Carbon Co., Ltd.
787
Xicheng Wai, Chengguantown
Xinghe
County, Inner Mongolia, People's Republic of China
October
28, 2009
To: Mr.
John Chen
Kuntai
International Mansion Building, Suite 2315
Yi No. 12
Chaowai Avenue, Chaoyang District
Beijing
100020, China
Re:
China Carbon Graphite Group,
Inc. Board of Directors
Dear Mr.
Chen:
China
Carbon Graphite Group, Inc., a Nevada corporation (the "Company"), is pleased to
advise you that you have been elected as a director of China Carbon Graphite
Group. Inc., subject to your acceptance and agreement to serve as a member of
the our Board of Directors (the "Board"). Directors are elected for a period of
one year and until their successors are elected and qualified. At each annual
meeting of stockholders, we elect directors to serve for the following year. The
Board is responsible for managing our business and affairs.
This
Agreement shall set forth the terms of your service as a director, keeping in
mind that, as a director of a Nevada corporation, you have the responsibilities
of a director under the Nevada Revised Statutes.
1.
Acceptance; Board and
Committee Service.
You hereby accept your election as a director of the
Company. The Company plans to create audit and compensation committees comprised
of independent directors, and in this regard you agree to serve on the audit and
compensation committees and to serve as chairman of the compensation committee
once they are established. You confirm to us that you are an independent
director as defined in the Nasdaq rules and regulations.
2.
Services.
(a)
The Board
will have four regular meetings each year, one of which may be held in the
People's Republic of China. Special meetings may be called from time to time to
the extent that they are deemed necessary. In addition, the independent
directors may have separate meetings, which may be held on the same day as a
board meeting.
(b)
The audit
committee, once established, will have four regular meetings, one to review the
financial statements for each of the first three fiscal quarters and a fourth to
review the audited financial statements for the fiscal year. At these meetings,
the audit committee will meet with representatives of our independent registered
accounting firm (the
"auditors") and, if the audit committee
deems necessary or
desirable. the chief financial officer,
to review the financial
statements
together with any
questions
raised by
the auditors' review of
our disclosure and
internal controls, The audit
comm
ittee will also work with the auditors in
connection with the
implementation of
internal controls. It is possible
that additional meeting of
the audit committee
may be
required.
(c
)
The compensation committee,
once
established, will be
responsible
for
administering
arty stock
option
or
other equity-based
incentive plans and for
determining the
compensation of
the
chief
executive officer and
other executive officers.
We expect that
the
compensation committee
will meet twice
a year
3.
Attendance.
Meetin
g
s
for
each
year
shall
be
scheduled
at the beginning of
the year and shall be
reasonably
acceptable
to
all
directors. If
you are unable to
attend
a meeting in person, you
may participate by conference
call,
In addition, you shall
be
available to consult
with the other members of the
Board
as necessary via
telephone,
electronic
mail
or
other forms of
correspondence. In
addition.
you vir
r
ill
review our financial statements
and annual
and quarterly reports prior to the audit committee meetings.
We
anticipate
that
your participation by means
other than
personal
attendance, including review
olour financial statements and annual and
quarterly reports,
as
described herein shall
be,
on the average during the
year, not more than ten hours per month.
4.
Services for Others.
While we
recognize that
you serve
and you may continue
to
serve as a director and
audit
and/or coin pensation
corn
rrl MCC
member
of the board
of directors of
other companies,
you understand and agree that you are and will be subject to our policy that
restricts you from
using
or disclosing any material non-public information concerning our company or from
using or disclosing any of our trade secrets or other proprietary in Formation.
Similarly. you agree
that
you will not use or disclose, in the performance of your duties as
a
director, any
trade secrets
or
proprietary information
of any other company.
You
agree
to
execute
our standard non-disclosure agreement.
5.
Blackout
Period.,
You understand
that
we have a
policy
pursuant to which no officer, director
or key executive may engage
in
transactions in
our stock during
the period commencing
two
weeks prior to the end of a fiscal quarter
and
ending the day
after the
Financial
information for the quarter or year
have been publicly released. As a member of the
audit
committee, if you have information
concerning
our
financial
results at any time, you may
not
engage in transactions in our
securities until the
information
is
publicly
disclosed.
6.
Compensation,
As
an
independent
director, you will receive the
total
compensation of
25,000
shares
acorn
mon
stock
annually,
granted
immediately
at the date
of this agreement
and
at the anniversary date of
the subsequent
years.
7.
Reimbursement of Expenses.
You
will
be reimbursed
for all reasonable
expenses
incurred in
connection with the
performance of your services as a director
and committee
member andior
chairman, including
your
travel,
lodging and
related
expenses.
which
will include
business
class travel
to, and five-star lodging in, the People's Republic of China
for one meeting
of the Board
and
any
other
meeting where you are required
or
requested to attend in person, If
the Board
or any committee has more than one meeting in China, you may attend that meeting
by conference call unless you are otherwise in China.
8.
Officers' and Directors'
Liability Insurance.
We will purchase officers' and
directors'
liability insurance in the amount of $5,000,000, and we will maintain such
insurance in not less than that amount.
9.
C
ertain
Representations.
(a)
You
represent and agree that you are accepting the shares of common stock being
issued to you pursuant to this Agreement for your own account and not with a
view to or for sale of distribution thereof,
You understand that the securities are
restricted securities
and you
understand the meaning of the term "restricted securities." You further
represent that you were not solicited by publication of any advertisement in
connection with the receipt of the Shares and that you have consulted tax
counsel as needed regarding the Shares.
(b)
You
further represent that, during the past Five years:
No
petition has been filed under the federal bankruptcy laws or any state
insolvency law by or against, or a recci vcr, fiscal agent or similar officer
has been appointed by a court for your business or property, or any partnership
in which you were a general partner at or within two years before the time of
such riling. or any corporation or business association of
which you
were an executive officer at or within two years before, the time of such
filing;
(ii)
You have
not been convicted in a criminal proceeding and are not
the
subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses);
(iii)
You have
not been the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction.
permanently or temporarily enjoining you from, or otherwise limiting, the
following activities
.
.
(A)
Acting as
a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as
an
investment adviser,
underwriter, broker or
dealer in
securities,
or as
an
affiliated person, director
or
employee
of any investment
company, hank. savings
and loan
association or insurance
company,
or engaging in or
continuing any conduct or practice in connection with
such
activity;
(B)
Engaging in
any
type
of
business practice;
or
(C)
Engaging in any activity in
connection with
the
purchase
or
sale of
any security or commodity
or
in connection with any violation
of
federal or state securities
laws or
federal
commodities laws;
(D)
You have not been the subject of any order, judgtnent or
decree,
not subsequently reversed, suspended or vacated, of any federal
or
state
authority barring,
suspending
or otherwise limiting, for more than 60 days. your right to engage in any
activity described in Section 10(b)(iii)(A) of this Agreement,
or
to he
associated
with persons engaged in any
such activity; or
(iv)
You have
not been found by a
court
of
competent
jurisdiction in a civil
action or by the SEC to have violated any federal or state securities law, and
the judgment in such civil action or finding by the SEC
has
not been subsequently reversed,
suspended, or vacated.
(v)
You have
not been found by a court of competent jurisdiction in a civil action
OF
by the Commodity Futures
Trading Commission to have
violated
any Federal commodities
law, and the judgment in such civil action or finding by the
Commodity
Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
(c)
Stock
Ownership.
Except as set
forth
on
the signature page
of this
Agreement,
you do not own any shares of any class or series of our capital stock or any
options or warrants to purchase our capital stock or any securities convertible
into our capital stock
10.
Independent
Contractor.
You understand that, as a director, you will be an
independent
contractor and not an employee, and, unless the Board expressly grants
you such
authorization, you
shall have
no
authority to bind us or to act as
our agent.
11.
Entire
Agreement; Amendment:
Waiver. This Agreement expresses the entire
understanding
with
respect to the
subject matter hereof and supersedes
and
terminates any prior oral or
written agreements with respect to the subject matter hereof: This Agreement may
be modified or amended, and no provision of this Agreement may be waived, except
by a writing that expressly refers to this Agreements. states that it is
an
amendment,
modification or waiver and is signed by both parties,
in
the case
of
an amendment or modification
or the party granting the waiver in the case of a waiver. Waiver of any term or
condition
of
this
Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this Agreement. The failure or any party at any time to require
perforn-tanec by any other party of any provision of this Agreement shall not
affect the right of any such party to require future performance of such
provision or any other provision
of this
Agreement.
The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.
[SIGNATURE
PAGE TO FOLLOW]
Sincerely,
CHINA
CARBON GRAPHITE GROUP, INC,
By:
|
/s/
Donghai
Yu
Donghai
Yu
Chief Executive
Officer
|
AGREED,
AND ACCEPTED:
/s/ John Chen
John
Chen
Shares of
common stock, warrants, options or convertible securities owned as of the date
of this Agreement:
Exhibit 99.3
China
Carbon Elects John Chen and Philip Yizhao Zhang as Directors
Press Release
Source:
China Carbon Graphite Group, Inc.
On 9:30
am EST, Monday November 2, 2009
NEW YORK,
Nov. 2, 2009 (GLOBE NEWSWIRE) -- China Carbon Graphite Group, Inc. ("China
Carbon" or the "Company") (OTCBB:
CHGI
-
News
), one of China's
leading non-state-owned producers and wholesale suppliers of fine grain and high
purity graphite, announced today it has elected John Chen, chief financial
officer of General Steel Holdings, Inc. and Philip Yizhao Zhang, chief financial
officer of Universal Travel Group, as directors. With the election of Mr. Chen
and Mr. Zhang, China Carbon now has a majority of independent directors. China
Carbon also created audit, compensation and corporate governance/nominating
committees. Mr. Chen and Mr. Zhang, along with Hongbo Liu, who is also an
independent director, will serve as members of each of the committees, with Mr.
Zhang serving as chairman of the audit committee, Mr. Chen as chairman of the
compensation committee and Mr. Liu as chairman of the corporate
governance/nominating committee.
Mr. John
Chen joined General Steel Holdings (NYSE:
GSI
-
News
) in May of 2004
and serves as its chief financial officer and also as a director. From August
1997 to July 2003, Mr. Chen was senior accountant at Moore Stephens, Wurth,
Frazer and Torbet, LLP, Los Angeles, California, USA. He graduated from Norman
Bethune University of Medical Science, Changchun City, Jilin Province, China in
1992. He received B.S. degree in accounting from California State Polytechnic
University, Pomona, California in 1997.
Mr.
Philip Yizhao Zhang is the chief financial officer of Universal Travel Group
(NYSE:
UTA
-
News
). He has
over 13 years of experience in portfolio investment, corporate finance, and
accounting. Previously he held senior positions in Energroup Holdings
Corporation, Shengtai Pharmaceutical Inc., China Natural Resources
Incorporation, and Chinawe Asset Management Corporation. Mr. Zhang also had
experiences in portfolio management and asset trading in Guangdong South
Financial Services Corporation from 1993 to 1999.
Mr. Zhang
is a certified public accountant of Delaware, and a member of the American
Institute of Certified Public Accountants (AICPA). He received a bachelor's
degree in Economics from Fudan University, Shanghai in 1992 and obtained an MBA
degree with Financial Analysis and Accounting concentrations from the State
University of New York, University at Buffalo in 2003. Currently, Mr. Yizhao
Zhang is a director of China Green Agriculture, Inc., and China Education
Alliance, Inc., respectively. Both of them are NYSE Amex-listed companies. He is
also a director of Kaisa Group Holdings Ltd, one of the biggest property
developers in China.
"We are
very pleased to add these two highly qualified individuals to our board of
directors," stated Mr. Donghai Yu, CEO of China Carbon Graphite Group. "The
addition of Mr. Chen and Mr. Zhang to China Carbon's board will significantly
improve corporate governance and move us closer to our goal of an eventual
upgrade to a senior exchange such as AMEX or NASDAQ as it fulfills our
requirement of an independent board."
About
China Carbon Graphite Group, Inc.
China
Carbon, through its affiliate, Xingyong Carbon Co., Ltd., manufactures carbon
and graphite based products in China. The company is the largest wholesale
supplier of fine grain and high purity graphite in China. Fine grain graphite is
widely used in smelting for colored metals and rare earth metal smelting as well
as the manufacture of molds. High purity graphite is used in metallurgy,
mechanical industry, aviation, electronic, atomic energy, chemical industry,
food industry and a variety of other fields. In September 2007, the company was
approved and designated by Ministry of Science & Technology as a "National
Hi-tech Enterprise." Of the 400 plus carbon graphite producers in China, China
Carbon is the only non-state-owned company to receive this honor. For more
information, visit
http://www.chinacarboninc.com
.
Information on the Company's website or any other website does not constitute a
portion of this press release.
Safe
Harbor Statement
This
release contains certain "forward-looking statements" relating to the business
of the Company and its subsidiary companies. These forward looking statements
are often identified by the use of forward-looking terminology such as
"believes," "expects" or similar expressions. Such forward looking statements
involve known and unknown risks and uncertainties that may cause actual results
to be materially different from those described herein as anticipated, believed,
estimated or expected. Investors should not place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of a variety of
factors, including those discussed in the Company's annual, quarterly and
periodic reports and other material that is filed with the Securities and
Exchange Commission and is available on its website
www.sec.gov
. All
forward-looking statements attributable to the Company or to persons acting on
its behalf are expressly qualified in their entirety by these factors other than
as required under the securities laws. The Company does not assume a duty to
update these forward-looking statements.
Contact:
Capital
Group Communications
Investor
Relations:
Kevin
Fickle
415-332-7200
kevin@capitalgc.com
Mark
Bernhard
415-332-7200
mark@capitalgc.com
2