CHGI China Carbon Graphite Group Inc (CE)

 

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) July 10, 2014  (July 3, 2014)

 

China Carbon Graphite Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		333-114564		98-0550699
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS employer identification no.)
		c/o Xinghe Xingyong Carbon Co., Ltd. 787 Xicheng Wai Chengguantown Xinghe County Inner Mongolia, China
		(Address of Principal Executive Offices)
		(Zip Code)
		(+86) 474-7209723
		(Registrant’s telephone number, including area code)
		(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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

  

Item 1.01

Entry into a Material Definitive Agreement.

 

On July 3, 2014, the registrant entered into an installment payment agreement (the “Installment Agreement”) with Dengyong Jin and Benhua Du (collectively the “Purchasers”). The Installment Agreement is entered in connection with the asset purchase agreement dated June 10, 2014, to which the registrant and the Purchasers are parties (the “Purchase Agreement”).

 

Pursuant to the Installment Agreement, the Purchasers agreed to pay the purchase price under the Purchase Agreement of RMB 10 million in installments as follows: (1) an initial installment of RMB 0.6 million in cash plus the cancellation of the registrant’s repayment obligation of RMB 6.27 million to one of the Purchasers, and (2) one or more installments of the remaining RMB 3.13 million in cash on or before July 25, 2014. Any amount not paid by such date will accrue interest at 10% annually until payment. Additionally, the closing of the transactions contemplated under the Purchase Agreement shall close concurrently with the final installment. As previously disclosed in the registrant’s current report on Form 8-K filed on July 3, 2014, the transactions under the Purchase Agreement was approved at a special meeting of the registrant’s shareholders held on June 30, 2014.

 

In connection with the foregoing initial installment, the registrant and Dengyong Jin entered into an indebtedness cancellation agreement (the “Cancellation Agreement”) concurrently with the Installment Agreement, pursuant to which Mr. Jin discharged the registrant of its obligation to repay him RMB 6.27 million, and surrendered all right to collect such amount from the registrant.

 

The foregoing descriptions of the Installment Agreement and the Cancellation Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 99.1 and 99.2 to this report and incorporated herein by reference. A copy of the Purchase Agreement is included as an exhibit to the registrant’s current report on Form 8-K filed on June 16, 2014.

 

Item 9.01

Financial Statement and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
99.1		Installment Payment Agreement by and between the registrant and the Purchasers, dated as of July 3, 2014
99.2		Indebtedness Cancellation Agreement by and between the registrant and Dengyong Jin, dated as of July 3, 2014

  

 

 

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 thereunto duly authorized.

 

		CHINA CARBON GRAPHITE GROUP, INC.
Date: July 10, 2014		(Registrant)
		By:	/s/ Donghai Yu
			Donghai Yu
			Chief Executive Officer

 

 

 

Exhibit 99.1

 

INSTALLMENT PAYMENT AGREEMENT

 

This Installment Payment Agreement (the “Agreement”) is entered into as of July 3, 2014 (the “Initial Payment Date”), by and among China Carbon Graphite Group, Inc., a Nevada corporation (the “Company”), and Dengyong Jin and Benhua Du (the “Purchasers”).

 

WHEREAS, the Company and the Purchasers are parties to that certain Asset Purchase Agreement dated as of June 10, 2014 (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the Company, certain of the Company’s assets (the “Transaction”) for total consideration of RMB 10,000,000 (the “Purchase Price”) payable at the closing of the Transaction (the “Closing”), of which RMB 3,730,000 shall be paid by cash (the “Cash Payment”), and RMB 6,270,000 shall be paid by the cancellation of the Company’s obligation to repay RMB 6,270,000 due and owing to one of the Purchasers (the “Indebtedness”); and

 

WHEREAS, the Purchasers have requested to make the Cash Payment in installments, with the final installment to be paid concurrently with the Closing (the “Request”), which Request is acceptable to the Company upon the terms and conditions set forth in this Agreement.

 

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the undersigned parties to this Agreement hereby mutually agree to all of the following:

 

1.          Payment by Installment. In consideration of the Company’s consent to the Request, the Purchasers shall pay the Purchase Price by installment payments (each an “Installment”) as follows:

 

 (a)           On or prior to the execution of this Agreement, the Purchasers shall pay the first Installment, which shall be comprised of a portion of the Cash Payment in the total amount of RMB 600,000, and the cancellation of the full amount of the Indebtedness by the execution of the Indebtedness Cancellation Agreement in the form and substance of Exhibit A attached hereto; and

 

 (b)           On or prior to July 25, 2014, the Purchasers shall pay the remaining portion of the Cash Payment in the amount of RMB 3,130,000 in one or more Installments, with the amount of each such Installment to be determined by the Purchasers.

 

2.         Closing of the Transaction. The parties hereto agree that the Closing shall take place concurrently with the payment of the final Installment as provided under Section 1(b) hereof.

 

3.         Interest. In the events that any portion of the Cash Payment is not paid by July 25, 2014, interest shall accrue at the rate of 10% per annum on the basis of a year of 365 days for the actual number of days elapsed between such date and the date of payment.

 

4.         Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefits of the parties and their respective successors and assigns.

 

5.         Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEVADA, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

 

6.         Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by each party with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may be amended only with the written consent of the parties. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

 

[Signature page follows]

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the respective dates set forth below:

 

	Company China Carbon Graphite Group, Inc.
	By:	/s/ Donghai Yu
		Name:  Donghai Yu
		Title: Chairman and CEO
	Purchasers
		/s/ Dengyong Jin
		Name: Dengyong Jin （靳登永）
		/s/ Benhua Du
		Name: Benhua Du （杜本华）

 

 

 

 

Exhibit 99.2

 

INDEBTEDNESS CANCELLATION AGREEMENT

 

This Indebtedness Cancellation Agreement (the “Agreement”) is entered into as of July 3, 2014 (the “Cancellation Date”), by and between China Carbon Graphite Group, Inc., a Nevada corporation (the “Company”), and the undersigned Creditor (“Creditor”).

 

WHEREAS, the Company has incurred indebtedness (the “Indebtedness”) to Creditor for money advanced by Creditor to the Company, which has resulted in the outstanding balance of RMB 6,270,000 as of the Cancellation Date.

 

WHEREAS, the Company and Creditor are parties to that certain Asset Purchase Agreement dated as of June 10, 2014 (the “Purchase Agreement”), pursuant to which the Company agrees to sell to Creditor and another party (collectively the “Purchasers”), and the Purchasers agree to purchase from the Company, certain of the Company’s assets (the “Transaction”) for total consideration of RMB 10,000,000 (the “Purchase Price”), payable at the closing of the Transaction in part by the cancellation of the Company’s repayment obligations to Creditor with respect to the Indebtedness;

 

WHEREAS, the Company, in exchange for the cancellation of the Indebtedness, is willing to incur all tax liabilities associated with the forgiveness of the Indebtedness on a date that Creditor selects in 2014; and the Company is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness.

 

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

 

1.           Cancellation of Indebtedness. In consideration of the Company’s commitments herein, as of the Cancellation Date, Creditor shall irrevocably and permanently discharges the Company from its obligation to repay the Indebtedness, and surrenders any and all of its rights to collect any Indebtedness.

 

2.           Complete Release by Creditor. As of the Cancellation Date, Creditor irrevocably and unconditionally releases, acquits, and forever discharges the Company, its current and former representatives, officers, directors, employees, shareholders, partners, joint venturers, insurers, creditors, agents, attorneys, heirs, predecessors, successors, assigns, parents, subsidiaries, affiliates, related companies, and controlling persons, past and present, and each of them (the “Company Released Parties”), from any and all known or unknown claims, charges, promises, actions, or similar rights that Creditor presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. Creditor understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

 

3.           Tax Consequences. The Company agrees that Creditor is to withhold all taxes it determines it is legally required to withhold as a result of income that the Company will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Cancellation Date. The Company understands that it is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Company acknowledges that neither Creditor nor any of its agents, or affiliates (together with Creditor, the “Creditor Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Company may recognize pursuant to this Agreement. The Company further agrees not to make any claim against Creditor or any other person based on how Creditor reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

 

4.         No Other Inducements or Recourse. Each party hereto acknowledges that no promise or agreement not expressed in this Agreement has been made to the other party, and agrees that the Company shall have no claims or other recourse now or forever against the Creditor Released Parties, and Creditor shall have no claims or other recourse now or forever against the Company Released Parties, with respect to this Agreement.

  

5.         Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefits of the parties and their respective successors and assigns.

 

6.         Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEVADA, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

 

7.         Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by each party with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may be amended only with the written consent of the parties. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

 

[Signature page follows] 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the respective dates set forth below:

 

	Company China Carbon Graphite Group, Inc.
	By:	/s/ Donghai Yu
		Name:  Donghai Yu
		Title: Chairman and CEO
	Creditor
		/s/ Dengyong Jin
		Name: Dengyong Jin