Attached files
file | filename |
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8-K - CURRENT REPORT - China Carbon Graphite Group, Inc. | f8k102809_chinacarb.htm |
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 |
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-