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): November 16, 2008
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
November 16, 2008, Dengyong Jin resigned as Chief Executive Officer of China
Carbon Graphite Group, Inc. (the “Company”). Mr. Jin did not resign from his
position as the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
Effective
November 16, 2008, Lizhong Gao resigned as President and Director of the
Company, Mr. Gao
did
not
resign from his positions as the result of any disagreement with the Company
on
any matter relating to the Company's operations, policies or practices.
Effective
November 16, 2008, Cheng Zhang resigned as Chief Operating Officer and Director
of the Company. Mr. Zhang did not resign from his positions as the result
of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Effective
November 16, 2008, Donghai Yu was appointed as President and Chief Executive
Officer of the Company and resigned as Chief Financial Officer, a position
he
had held since December 2007. Mr. Yu remains a director of the Company. In
connection with Mr. Yu’s appointment as the Chief Executive Officer and
resignation as the Chief Financial Officer, effective November 16, 2008,
the
board of directors appointed Ting Chen as Chief Financial Officer of the
Company.
Effective
November 18, 2008, the board of directors of the Company elected Hongbo Liu
and
Ting Chen as directors of the Company. Mr. Liu is an independent director
as
defined by the Nasdaq Stock Market.
Hongbo
Liu, age 50, is a professor at Hunan University in Hunan province. Mr. Liu
has
been the Department Chair of Non-Metallic Materials at Hunan University since
2000. Mr. Liu is considered one of China’s top scholars in carbon graphite
studies. He has been granted a special annual allowance for outstanding scholars
in China by the PRC Department of State since 1997. Mr. Liu holds a doctorate
degree in engineering from Hunan University.
Ting
Chen, age 27, has been the Vice President of Finance and Investor Relations
of
the Company since January 2008. Prior to that Ms. Chen worked as an auditor
at
the New York office of PricewaterhouseCoopers (“PwC”) from January 2005 to
January 2008. At PwC, she specialized in alternative investment funds group,
serving hedge fund and private equity fund clients. Ms. Chen holds a CPA
certificate and a bachelor degree in accounting and economics from the City
University of New York.
Item
7.01
Regulation FD
Disclosure.
During
the week of November 17, 2008, the Company made a presentation to various
institutional investors at an industry conference sponsored by Roth Capital
Partners. A copy of the PowerPoint presentation is attached hereto as Exhibit
99.1.
The
Company is furnishing the information in this Current Report on Form 8-K
and in Exhibit 99.1 to comply with Regulation FD. Such information
shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company’s filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before
or after the date hereof and regardless of any general incorporation language
in
such filings, except to the extent expressly set forth by specific reference
in
such a filing.
Item
9.01
Financial
Statements and Exhibits.
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99.1
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PowerPoint
Presentation, dated November 2008.
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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 20, 2008
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By:
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/s/
Donghai Yu
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Donghai
Yu
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President
and Chief Executive Officer
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