SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)
(2))
[X] Definitive Information Statement
DISCOVERY INVESTMENTS, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing is calculated and state how it was
determined.):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Dated Filed:
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DISCOVERY INVESTMENTS, INC.
5/F, GUOWEI BUILDING, 73 XIANLIE MIDDLE ROAD
GUANGZHOU, GUONGDONG, THE PEOPLE'S REPUBLIC OF CHINA
86-20-8732-7909
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NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
November 23, 2004
To the Stockholders of Discovery Investments, Inc.:
The attached Information Statement is being delivered by Discovery
Investments, Inc. ("Discovery") in connection with the approval by our
stockholders of: (a) an amendment to our articles of incorporation to: (i)
change our corporate name to "China Evergreen Environmental Corporation"; (ii)
increase the authorized number of shares of common stock ("Common Stock") to
200,000,000; (iii) authorize 50,000,000 shares of blank-check preferred stock
(the "Preferred Stock"), whereby the board of directors of Discovery will be
authorized to establish, from the authorized shares of Preferred Stock, one or
more classes or series of shares, to designate each such class and series, and
to fix the rights and preferences of each such class and series; (iv) delete
from our articles of incorporation the first paragraph of Article XIX regarding
indemnification of directors and officers, and (v) update the address for
Discovery's agent for service of process in Nevada and remove provisions not
otherwise required to be located in the articles of incorporation under Nevada
law; and (b) amendments to our bylaws to: (i) change Section 3 of Article II
regarding the number of authorized directors; and (ii) delete a portion of
Section 2 of Article VIII regarding the board of director's authority to change
the authorized number of directors. The stockholders of record as of November
17, 2004 are entitled to receive this Information Statement. The Information
Statement is first being mailed to stockholders on or about November 23, 2004.
We anticipate that the amendment to our articles of incorporation will become
effective on or after December 13, 2004. We anticipate that the amendments to
our bylaws will become effective on December 13, 2004.
Effective as of November 12, 2004, our board of directors approved
resolutions authorizing us to file the amendment to our articles of
incorporation with the Nevada Secretary of State and approving amendments to the
bylaws of Discovery. Discovery will seek approval from the holders of a majority
of the outstanding shares of Common Stock entitled to vote thereon pursuant to a
written consent in accordance with Section 78.320(2) of the General Corporation
Law of the State of Nevada approving and adopting the amendment to our articles
of incorporation and the amendments to our bylaws regarding the number of
authorized directors and the board's authority to change such number.
This letter and the accompanying Information Statement are being
distributed to you, our stockholders, in accordance with the requirements of
Section 78.320(2) of the Nevada General Corporation Law and Section 14(c) of the
Securities Exchange Act of 1934, as amended. The Information Statement describes
in greater detail the proposed changes to our articles of incorporation and our
bylaws.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
Thank you for your continued interest in and support of Discovery.
By Order of the Board of Directors,
Chong Liang Pu, Chief Executive Officer
2
DISCOVERY INVESTMENTS, INC.
5/F, GUOWEI BUILDING, 73 XIANLIE MICHEL ROAD
GUANGZHO, GUONGDONG, THE PEOPLE'S REPUBLIC OF CHINA
86 20 8732 7909
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is being mailed on or about November 23,
2004 to all stockholders of record of Discovery, a Nevada corporation, as of the
close of business on November 17, 2004. It is being furnished in connection with
the adoption of an amendment to our articles of incorporation and amendments to
our bylaws by written consent of the holders of a majority of the outstanding
shares of Common Stock. We anticipate that the amendments will become effective
on or after December 13, 2004. A copy of the amended and restated articles of
incorporation is attached to this document as Exhibit A. A copy of the
amendments to the bylaws are attached to this document as Exhibit B.
On September 9, 2004, Discovery, Evergreen Asset Group Limited, an
International Business Company organized under the laws of the British Virgin
Islands ("Evergreen"), and the shareholders of Evergreen entered into that
certain Securities Purchase Agreement and Plan of Reorganization, as amended by
certain Amendment No. 1 to Securities Purchase Agreement and Plan of
Reorganization dated October 8, 2004 (the "Agreement"), whereby Discovery agreed
to issue an aggregate of 83,500,000 shares of its Common Stock to the
shareholders of Evergreen in exchange for the transfer to Discovery of all the
issued and outstanding ordinary shares of Evergreen capital stock held by such
shareholders (the "Reorganization"). Immediately following the closing of the
Reorganization which occurred on October 15, 2004, the former shareholders
holding all of the outstanding ordinary shares of Evergreen became the majority
stockholders of Discovery by acquiring 83.5% of the total outstanding shares of
Discovery. As a result of the Reorganization, Evergreen became a subsidiary of
Discovery.
Effective as of November 12, 2004, our board of directors adopted
resolutions approving: (a) an amendment to our articles of incorporation to: (i)
change our name to "China Evergreen Environmental Corporation"; (ii) increase
the authorized number of shares of Common Stock to 200,000,000; (iii) authorize
50,000,000 shares of Preferred Stock, whereby the board of directors of
Discovery will be authorized to establish, from the authorized shares of
Preferred Stock, one or more classes or series of shares, to designate each such
class and series, and to fix the rights and preferences of each such class and
series; (iv) delete from our articles of incorporation the first paragraph of
former Article XIX regarding indemnification of directors and officers, and (v)
update the address for our agent for service of process in Nevada and remove
provisions not otherwise required to be located in our articles of incorporation
under Nevada law; and (b) amendments to our bylaws to: (i) change Section 3 of
Article II regarding the number of authorized directors; and (ii) delete a
portion of Section 2 of Article VIII regarding the board of director's authority
to change the authorized number of directors.
The amended and restated articles of incorporation and the amendments
to our bylaws regarding the number of authorized directors and the board's
authority to change such number will be distributed to the holders of a majority
of the issued and outstanding shares of Common Stock entitled to vote thereon
for approval by written consent in accordance with Section 78.320(2) of the
Nevada General Corporation Law. Our board of directors decided to obtain the
written consent of holders of a majority of the outstanding common stock
entitled to vote on the amended and restated articles in order to eliminate the
cost and delay involved in holding a special meeting of our stockholders and in
order to amend our articles of incorporation and bylaws in a timely manner.
3
The record date for purposes of determining the stockholders to whom
this Information Statement is sent is November 17, 2004. As of the record date,
we had 99,999,997 shares of common stock issued and outstanding, with each share
of common stock entitled to one vote.
Pursuant to regulations promulgated under the Securities Exchange Act
of 1934, as amended, the amended and restated articles of incorporation and the
amendments to the bylaws may not be effected until at least 20 calendar days
after this Information Statement is sent or given to our stockholders. We
anticipate that the amended and restated articles of incorporation will become
effective on or after December 13, 2004 upon filing with the Nevada Secretary of
State. We anticipate that the amendments to our bylaws will become effective on
December 13, 2004.
There will not be a meeting of stockholders and none is required under
the Nevada General Corporation Law because this action will be approved by
written consent of the holders of a majority of the outstanding shares of our
voting common stock.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
NAME CHANGE TO CHINA EVERGREEN ENVIRONMENTAL CORPORATION
Our board of directors has approved the change of our corporate name
from "Discovery Investments, Inc." to "China Evergreen Environmental
Corporation" by means of an amendment to our articles of incorporation. The
corporate name change will become effective upon the filing of an amendment to
our articles of incorporation with the Nevada Secretary of State, which is
expected to occur as soon as reasonably practicable on or after the twentieth
(20th) day following the mailing of this Information Statement to our
stockholders.
Our board of directors believes that changing our corporate name is in
the best interest of the corporation and our stockholders.
The voting and other rights that accompany our securities will not be
affected by the change in our corporate name. Our ticker symbol, which is
currently "DCIV," and our CUSIP number will both change as a result of our name
change. Stockholders may, but need not, exchange their certificates to reflect
the change in corporate name. Your existing certificate will continue to
represent shares of our common stock as if our name had not changed. Our
transfer agent will issue stock certificates with our new name as stock
certificates are sent in upon transfers of shares by our existing stockholders.
Until you sell or otherwise transfer your shares of common stock, there is no
need to send us or our transfer agent your existing stock certificates.
INCREASE IN AUTHORIZED COMMON STOCK AND AUTHORIZATION OF PREFERRED STOCK
Our board of directors has authorized: (i) increasing the authorized
number of shares of Common Stock from 100,000,000 to 200,000,000, and (ii)
50,000,000 shares of Preferred Stock, whereby the board of directors of
Discovery will be authorized to establish, from the authorized shares of
Preferred Stock, one or more classes or series of shares, to designate each such
class and series, and to fix the rights and preferences of each such class and
series. The rights and preferences established by the board of directors for the
Preferred Stock may include, but are not limited to, dividend rates, conversion
prices, voting rights, redemption rights and preemptive rights. The change to
our authorized capital will become effective upon the filing of an amendment to
our articles of incorporation with the Nevada Secretary of State, which is
expected to occur as soon as reasonably practicable on or after the twentieth
(20th) day following the mailing of this Information Statement to our
stockholders.
The board of directors believes that it is advisable and in the best
interests of Discovery to have the Common Stock and Preferred Stock available in
an amount adequate to provide for our future needs. The additional shares will
be available for issuance from time to time by Discovery in the discretion of
the board of directors normally without stockholder action (except as may be
required for a particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper corporate
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purpose including, among other things, future acquisitions of property or
securities of other corporations, stock dividends, stock splits, and convertible
debt and equity financing.
We have no present commitments for the issuance or use of the Common
Stock or Preferred Stock. However, our board of directors believes that if the
authorization of the Common Stock or Preferred Stock were to be postponed until
a specific need arose, the delay and expense incident to obtaining the approval
of our stockholders at that time could significantly impair our ability to meet
financing requirements or other objectives.
The Common Stock and Preferred Stock which our board of directors would
be authorized to issue following the filing of the amendment would have a
dilutive effect upon the percentage of our equity owned by present stockholders.
The issuance of the Preferred Stock might be disadvantageous to current
stockholders in that Discovery may elect to issue shares of Preferred Stock with
rights, preferences or privileges senior to those held by current owners of our
Common Stock without their prior consent. The rights and preferences established
by the board of directors for the Preferred Stock may include, but are not
limited to, dividend rates, conversion prices, voting rights, redemption rights
and preemptive rights.
An increase in our authorized Common Stock may impose impediments to
the ability of a third-party to acquire control of us, even if a change in
control would be beneficial to our existing stockholders. The increase in
authorized Common Stock would provide our board of directors with the ability to
issue a controlling block of our Common Stock to a party who might be adverse to
or in competition with another party seeking to acquire control of us. Likewise,
our Preferred Stock may impose impediments to the ability of a third-party to
acquire control of us. Issuance of a new series of Preferred Stock, while
providing desirable flexibility in connection with a possible acquisition and
other corporate purposes, could make it more difficult for a third party to
acquire, or discourage a third party from acquiring, a majority of the
outstanding voting shares of our Common Stock. The increase of our authorized
Common Stock and existence of our authorized and unissued Preferred Stock
provides management with the means to issue additional capital shares to resist
or frustrate a third-party transaction providing an above-market premium that is
favored by a majority of the independent stockholders.
DELETION OF FIRST PARAGRAPH OF ARTICLE XIX FROM ARTICLES OF INCORPORATION
Our board of directors has authorized the deletion from our articles of
incorporation of the first paragraph of Article XIX regarding indemnification of
directors and officers. The change to our articles of incorporation will become
effective upon the filing of the amendment to our articles of incorporation with
the Nevada Secretary of State, which is expected to occur as soon as reasonably
practicable on or after the twentieth (20th) day following the mailing of this
Information Statement to our stockholders.
The first paragraph of Article XIX requires us to indemnify all
directors and officers to the maximum extent allowable under Nevada law. The
board of directors believes that it is advisable and in the best interests of
Discovery to provide such indemnification on a case-by-case basis. To that end,
our board of directors approved the deletion of the first paragraph of Article
XIX in its entirety from the articles of incorporation. Our board of directors
intends to amend the corporate bylaws to provide for the indemnification of
directors, officers, employees and agents to the extent allowed under Nevada law
at the discretion of the board and then enter into contracts with our officers,
directors and key employees to provide appropriate indemnification.
UPDATING AND REMOVING PROVISIONS FROM OUR ARTICLES OF INCORPORATION
Our board of directors has authorized updating the address for our
agent for service of process in Nevada and removing provisions not otherwise
required to be located in our articles of incorporation under Nevada law. The
provisions proposed to be removed include former Sections 5.01 and 5.02
regarding the initial board of directors; former Article VI regarding the
incorporator, and former Article XI regarding powers of directors. The board of
directors also proposed to update former Article VIII regarding director and
officer's liability to comply with current Nevada law.
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The board of directors believes that it is advisable and in the best
interests of our stockholders to make these changes to our articles of
incorporation, as amended, to avoid creating conflicts with our corporate bylaws
and Nevada law. These changes to our articles of incorporation will become
effective upon the filing of the amendment to our articles of incorporation with
the Nevada Secretary of State, which is expected to occur as soon as reasonably
practicable on or after the twentieth (20th) day following the mailing of this
Information Statement to our stockholders.
AMENDMENT TO THE BYLAWS
NUMBER OF DIRECTORS AND AUTHORITY OF BOARD OF DIRECTORS TO CHANGE SUCH NUMBER.
In connection with the Reorganization, our board of directors has
approved amendments to the bylaws of Discovery. Pursuant to Section 3 of Article
II and Section 2 of Article VIII of the current bylaws, approval of a majority
of the outstanding shares entitled to vote is required to amend the section
regarding the authorized number of directors. The current authorized number of
directors is three (3). Our board of directors has approved amendments to the
bylaws to: (i) provide that the authorized number of directors shall not be less
than one (1) or more than nine (9) with the exact number to be set by resolution
of the board of directors; and (ii) delete the portion of Section 2 of Article
VIII of the current bylaws requiring stockholder approval to change the
authorized number of directors. Our board of directors believes that it is
advisable and in the best interests of our stockholders to make these changes to
our bylaws. Our board of directors believes that if the authorization of a
change in the number of directors were to be postponed until a specific need
arose, the delay and expense incident to obtaining the approval of our
stockholders at that time could significantly impair our ability to recruit new
members to our board of directors. These amendments to our bylaws will become
effective on the twentieth (20th) day following the mailing of this Information
Statement to our stockholders.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding
shares of common stock is required for approval of the amendment of the articles
of incorporation and the amendments to the bylaws under the Nevada General
Corporation Law and our current bylaws. We will obtain this approval through the
written consent of stockholders owning a majority of the outstanding voting
shares of our common stock. Therefore, a meeting to approve the name change and
the amendment to the articles of incorporation is unnecessary and will not take
place for this purpose. A copy of the amended and restated articles of
incorporation is attached to this Information Statement as Exhibit A. A copy of
the amendment to the bylaws is attached to this information Statement as Exhibit
B.
Holders of shares of our common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders generally. The
approval of proposals submitted to stockholders at a meeting other than for the
election of directors requires the favorable vote of a majority of the shares
voting, except in the case of certain fundamental matters (such as certain
amendments to the articles of incorporation, and certain mergers and
reorganizations), in which cases Nevada law and our bylaws require the favorable
vote of at least a majority of all outstanding shares. Stockholders are entitled
to receive such dividends as may be declared from time to time by the board of
directors out of funds legally available therefor, and in the event of
liquidation, dissolution or winding up to share ratably in all assets remaining
after payment of liabilities. The holders of shares of common stock have no
preemptive, conversion, subscription or cumulative voting rights.
ABSENCE OF DISSENTERS' RIGHTS
No dissenters' or appraisal rights are available to our stockholders
under the Nevada General Corporation Law in connection with these amendments.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to
beneficial ownership of our stock as of November 17, 2004 by:
o persons known by us to be the beneficial owners of
more than five percent (5%) of our issued and
outstanding common stock;
o each of our executive officers and directors; and
o all of our officers and directors as a group.
Percentages are computed using a denominator of 99,999,997 shares of
common stock outstanding, which is the total number of shares outstanding
following the acquisition of all of the issued and outstanding ordinary shares
of capital stock in the Reorganization.
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
----------------------------------------- ------------------------- ------------------
Chong Liang Pu (1) 67,635,000 67.6%
Jia He Li (1) -0- *
Lin Hong Ye (1) -0- *
Ren Cai Ding (1) -0- *
Shi Rong Jiang (1) 5,010,000 5.0%
All officers and directors as a group 72,645,000 72.6%
(5 persons)
- ----------
(1) Address is 5/F, Guowei Building, 73 Xianlie Middle Road,
Guangzhou, Guangdong, The People's Republic Of China
* Less than 1%.
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By Order of the Board of Directors:
Discovery Investments, Inc.
Chong Liang Pu, Chief Executive Officer
Guangdong, The People's Republic Of China
November 23, 2004
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EXHIBIT A
CERTIFICATE OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DISCOVERY INVESTMENTS, INC.
Pursuant to the provisions of Sections 78.385 and 78.403 of the Nevada
Revised Statutes, as amended, the undersigned does hereby declare and certify
that:
1. He is the duly elected and acting President of Discovery Investments, Inc., a
corporation duly organized and existing under the laws of the State of Nevada
(the "Corporation."), and he has been authorized to execute this certificate by
resolution of the Corporation's board of directors.
2. The Articles of Incorporation of the Corporation were originally filed by the
Secretary of State on the 10th day of September, 1996.
3. The board of directors of this Corporation duly adopted resolutions on
November 12, 2004, proposing to amend and restate the Articles of Incorporation,
declaring said amendment and restatement to be advisable and in the best
interests of this Corporation and its stockholders and authorizing the
appropriate officers of this Corporation to solicit the consent of the
stockholders therefore, which resolution setting forth the proposed amendment
and restatement is as follows:
RESOLVED, that the Articles of Incorporation of this Corporation be
amended and restated as follows:
ARTICLE I
NAME
----
The name of the corporation is CHINA EVERGREEN ENVIRONMENTAL
CORPORATION.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
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Section 2.01. RESIDENT AGENT. The name and address of the Resident
Agent for service of process is Corporate Research Solutions, Inc., 726 South
Casino Center Blvd., Suite 207, Las Vegas, Nevada 89101-6742.
Section 2.02. REGISTERED OFFICE. The address of its Registered Office
is 726 South Casino Center Blvd., Suite 207, Las Vegas, Nevada 89101-6742.
Section 2.03. OTHER OFFICES. The Corporation may also maintain offices
for the transaction of any business at such other places within or without the
State of Nevada as it may from time to time determine. Corporate business of
every kind and nature may be conducted, and meetings of directors and
stockholders held outside the Sate of Nevada with the same effect as if in the
State of Nevada.
ARTICLE III
PURPOSE
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The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
A-1
ARTICLE IV
SHARES OF STOCK
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Section 4.01. NUMBER AND CLASS. The aggregate number of shares which
the Corporation shall have authority to issue is 200,000,000 shares of common
stock, $0.001 par value per share (the "Common Stock"), and 50,000,000 shares of
preferred stock, undesignated as to series (the "Preferred Stock"). To the
furthest extent allowed by Sections 78.195 and 78.1955 of the Nevada Revised
Statutes, as amended, the Board of Directors is authorized to establish, from
the authorized shares of Preferred Stock, one or more classes or series of
shares, to designate each such class and series, and to fix the rights and
preferences of each such class and series. Without limiting the authority of the
Board of Directors granted hereby, each such class or series of Preferred Stock
shall have such voting powers (full or limited or no voting powers), such
preferences and relative, participating, optional or other special rights, and
such qualifications, limitations or restrictions as shall be stated and
expressed in the resolution or resolutions providing for the issue of such class
or series of Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof.
Section 4.02. NO PREEMPTIVE RIGHTS. Stockholders of the Corporation
shall not have any preference, preemptive right, or right of subscription to
acquire any shares of the corporation authorized, issued or sold, or to be
authorized, issued or sold, and convertible into shares of the Corporation, nor
to any right of subscription thereto, other than to the extent, if any, the
Board of Directors may determine from time to time.
Section 4.03. NON-ASSESSABILITY OF SHARES. The capital stock of the
Corporation of the corporation, after the amount of the subscription price has
been paid, in money, property or services, as the directors shall determine,
shall not be subject to assessment to pay the debts of the corporation, nor for
any other purpose, and no stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be amended in this
particular.
ARTICLE V
DIRECTORS
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The number of directors may be increased or decreased by a duly adopted
amendment to the Bylaws of the corporation.
ARTICLE VI
PERIOD OF DURATION
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The corporation is to have a perpetual existence.
ARTICLE VII
DIRECTORS' AND OFFICERS' LIABILITY
----------------------------------
Except as otherwise provided in Sections 35.230, 90.660, 91.250,
452.200, 452.270, 668.045 and 694A.030 of the Nevada Revised Statutes, as
amended, a director or officer shall not be individually liable to the
Corporation or its stockholders or creditors for any damages as a result of any
act or failure to act in his capacity as a director or officer unless it is
proven that: (a) his act or failure to act constituted a breach of his fiduciary
duties as a director or officer; and (b) his breach of those duties involved
intentional misconduct, fraud or a knowing violation of the law.
ARTICLE VIII
INDEMNITY
---------
The Corporation may adopt Bylaws or enter into agreements from time to
time with respect to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and may cause the
corporation to purchase and maintain insurance on behalf of any person who is or
A-2
was a director or officer of the corporation, or is or was serving at the
request of the corporation as director or officer of another corporation, or as
its representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE XIX
AMENDMENTS
----------
Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
4. The vote by which the stockholders holding shares in the Corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the foregoing amendment is at least a
majority.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amended and Restated Articles of Incorporation this ___day of December, 2004.
------------------------------
Chong Liang Pu, President
A-3
EXHIBIT B
AMENDMENTS TO THE BYLAWS OF DISCOVERY INVESTMENTS, INC.
1. Section 3 of Article II of our current bylaws provides:
NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
Directors shall be three (3) until changed by a duly adopted amendment
to the Articles of Incorporation or by an amendment to this by-law
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote.
Our board of directors has approved an amendment to our bylaws which, if
approved by the stockholders, will provide:
NUMBER OF DIRECTORS. The number of directors which shall constitute the
whole board shall not be less than one (1) nor more than nine (9). The
exact number of authorized directors shall be set by resolution of the
board of directors, within the limits specified above. The maximum or
minimum number of directors cannot be changed, nor can a fixed number
be substituted for the maximum and minimum numbers, except by a duly
adopted amendment to the articles of incorporation or by an amendment
to this bylaw.
2. Section 2 of Article VIII of our current bylaws provides:
POWERS OF DIRECTORS. Subject to the right of the Shareholders to adopt,
amend or repeal By-laws, as provided in Section 1 of this Article VIII,
and the limitations, if any, under law, the Board of Directors may
adopt, amend or repeal any of these By-laws other than a By-law or
amendment thereof changing the authorized number of directors.
Our board of directors has approved an amendment to our bylaws which, if
approved by the stockholders, will provide:
POWERS OF DIRECTORS. Subject to the right of the Stockholders to adopt,
amend or repeal By-laws, as provided in Section 1 of this Article VIII,
and the limitations, if any, under law, the Board of Directors may
adopt, amend or repeal any of these By-laws.
B-1