Attached files
| file | filename |
|---|---|
| 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-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 |
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
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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.
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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: