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-99.3 - 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 |
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 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
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. 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 virrill
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, Ifthe 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. 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:
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: