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): October 28, 2009

CHINA CARBON GRAPHITE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-114564
 
98-0550699
(State or Other Jurisdiction
 
(Commission File
 
(I.R.S. Employer
of Incorporation)
 
Number)
 
Identification Number)
 
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
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))
 
 

 
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
   Amended and Restated Bylaws, dated October 28, 2009.
14.1
   Code of Conduct and Whistleblower Policy.
99.1
   Agreement, dated October 28, 2009, by and between China Carbon Graphite Group, Inc. and Yizhao Zhang.
99.2
   Agreement, dated October 28, 2009, by and between China Carbon Graphite Group, Inc. and John Chen.
99.3
   Press release, dated November 2, 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: November 3, 2009
By:  
/ s/ Ting Chen                                   
 
Ting Chen
 
Chief Financial Officer  
 
 
 
 

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.
 
- 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.
 
- 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.
 
 


 
Exhibit 14.1
 



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.
 
 
1

 
 
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.
 
 
2

 
 
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.
 
 
3

 
 
- 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.
 
 
4

 
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.
 
 
5

 
 
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.
 
 
 
 
 
 
 
 
6

 
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


2.   
Hongbo Liu
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:

3.  
John Chen
Address:  Kuntai International Mansion Building, Suite 2315
                                  Yi No. 12 Chaowai Avenue
                                  Chaoyang District, Beijing, China 100020
Phone: 86-13910177819
Email:
 

 
 
7

 
 








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 .


 
 
 
Name            名字
 
Date            日期

 
 
 
 

 
 

 
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


2.   
Hongbo Liu
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:

3.  
John Chen
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
 
-1-

 
 
 
"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
 
-2-

 
 
 
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
 
-3-

 
 
 
(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
 
-4-

 
 
 
 
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
 -5-

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.
 
 
 
 
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Contact:
 
Capital Group Communications
Investor Relations:
Kevin Fickle
  415-332-7200
  kevin@capitalgc.com
Mark Bernhard
  415-332-7200
  mark@capitalgc.com
 

 
 
 
 
 
 
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