8k Filed
Tuesday, August 03 2010 6:19 AM, EST CHINA UNITECH GROUP, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits Edgar Online "Glimpses "
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE INFISCAL YEAR
On July 30, 2010 , the Board of Directors of China Unitech Group, Inc. (the "Company") adopted Amended and Restated Bylaws, which substantially revised the Company's former bylaws. The following is a summary of certain provisions of the Amended and Restated Bylaws adopted by the Board of Directors. Such summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Generally, the Amended and Restated Bylaws update the Company's former bylaws, and include (among others) the following modifications.
(1) The Amended and Restated Bylaws provide that special meetings of the stockholders shall be called by the President or Secretary at the request in writing of the holders of not less than thirty percent of all the shares issued, outstanding and entitled to vote, whereas the previous bylaws required request in writing of ten percent of the voting shares of the Company.
(2) The Amended and Restated Bylaws provide that, whenever a quorum is present at any stockholder meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any questions brought before such meeting, except for elections of directors, which are decided by a plurality vote, whereas the previous bylaws provided that all actions, including elections of directors, were decided by a majority vote.
(3) The Amended and Restated Bylaws provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required, whereas the previous bylaws required such written consents from all stockholders in order to take action without a meeting of stockholders.
(4) The Amended and Restated Bylaws provide that any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote (provided that notice of intention to act upon such matter shall have been given in the notice calling such meeting), whereas the previous bylaws provided that directors could be removed by the affirmative vote of the holders of a majority of the shares of capital stock entitled to vote at such meeting.
(5) The Amended and Restated Bylaws provide that the Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of the Company's classes or series, while the previous bylaws did not provide for the issuance of uncertificated shares.
(6) The Amended and Restated Bylaws may be altered, amended or repealed at any meeting of the Board of Directors by the affirmative vote of a majority of the directors present at such meeting, while the previous bylaws could be amended by the majority vote of stockholders at any annual or special meeting called for that purpose, or by the Board of Directors.
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 30, 2010 , Mr. Dishan Guo , being the record holder of 12,008,750 shares of the Company's common stock, constituting 59.45% of the issued and outstanding shares of the Company's common stock, the sole class of the Company's voting securities, adopted and approved an amendment to the Company's Articles of Incorporation to change the name of the Company to "China Internet Caf Holdings Group, Inc. " On such date, the Company had 20,200,000 shares of common stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
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The Company's Board of Directors approved the amendment and recommended it for submittal to stockholders on July 30, 2010 . The Company intends to file the requisite Information Statement on Schedule 14C, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, with the Securities and Exchange Commission on our about the date hereof. The amendment will become effective upon filing of a Certificate of Amendment with the Nevada Secretary of State, which will be filed approximately twenty (20) days after such Information Statement is first mailed to the Company's stockholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws, adopted on July 30, 2010 2
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