Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDED AND RESTATED BYLAWS - China Carbon Graphite Group, Inc. | f8k102809ex3i_chinacarb.htm |
| EX-14.1 - CODE OF CONDUCT AND WHISTLEBLOWER POLICY - China Carbon Graphite Group, Inc. | f8k102809ex14i_chinacarb.htm |
| EX-99.2 - AGREEMENT BY AND BETWEEN CHINA CARBON GRAPHITE GROUP, INC. AND JOHN CHEN - China Carbon Graphite Group, Inc. | f8k102809ex99ii_chinacarb.htm |
| EX-99.3 - PRESS RELEASE - China Carbon Graphite Group, Inc. | f8k102809ex99iii_chinacarb.htm |
| EX-99.1 - AGREEMENT BY AND BETWEEN CHINA CARBON GRAPHITE GROUP, INC. AND YIZHAO ZHANG - China Carbon Graphite Group, Inc. | f8k102809ex99i_chinacarb.htm |
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)
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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):
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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
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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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Ting
Chen
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Chief
Financial Officer
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