XingGuang Investment Corporation Limited #413 2731 Long Hunan Road Shanghai 201315 April 8, 2009
Exhibit
99.1
XingGuang
Investment Corporation Limited
#413 2731
Long Hunan Road
Shanghai
201315
Xxxxx 0,
0000
Xxxxx
Carbon Graphite Group, Inc.
c/o
Xinghe Yongle Carbon Co., Ltd.
000
Xxxxxxx Xxx
Xxxxxxxxxxxxx
Xxxxxx
Xxxxxx
Inner
Mongolia, China
Attention: Donghai
Yu, CEO
Re: Amendment to Securities
Purchase Agreement
Gentlemen:
Reference is made to the securities
purchase agreement (the “Purchase Agreement”) and the registration rights
agreement, both dated December 14, 2007, by and between China Carbon Graphite
Group, Inc., a Nevada corporation then known as Achievers Magazine Inc. (the
“Company”) and XingGuang Investment Corporation Limited, a British Virgin
Islands corporation (“Investor”).
1. Sections
6.7 and 6.8 of the Purchase Agreement are hereby deleted in their
entireties.
2. Section
1.1(h) of the Registration Agreement, which sets forth the definition
of Required Effective Date, is hereby amended to read as follows:
““Required Effective
Date” shall mean the first to occur of (i) December 31, 2010, (ii) ten
(10) days following the receipt of a “No Review” or similar letter from the SEC
or (iii) the third (3rd) business day following the day the Company receives
notice from the SEC that the SEC has determined that the Registration Statement
eligible to be declared effective without further comments by the SEC; provided,
however, that in no event shall the Required Effective Date of a Subsequent
Registration Statement be earlier than the earliest date on which, based on SEC
Guidance, the SEC will declare effective such Additional Registration
Statement.”
3. All other
provisions of the Purchase Agreement and the Registration Agreement shall be
read in a manner consistent with this Amendment.
4. Except as
amended by this Amendment, the Purchase Agreement and the Registration Agreement
shall remain in full force and effect.
[Signatures
on following page]
IN WITNESS WHEREOF, the parties have
executed this Amendment on the date and year first aforesaid.
XINGGUANG
INVESTMENT CORPORATION LIMITED
By: /s/ Xiang Xxx
Xxx
Name: Xiang
Xxx Xxx
Title: President
By: /s/ Donghai
Yu
Donghai
Yu, Chief Executive Officer
