Attached files

file filename
8-K - CURRENT REPORT DATED 7-14-10 - GOLD HORSE INTERNATIONAL, INC.g4349.txt
EX-3.5 - AMENDED BYLAWS - GOLD HORSE INTERNATIONAL, INC.ex3-5.txt
EX-99.1 - PRESS RELEASE DATED 9-9-10 - GOLD HORSE INTERNATIONAL, INC.ex99-1.txt
EX-10.2 - NOMINATION AND GOVERNANCE CHARTER - GOLD HORSE INTERNATIONAL, INC.ex10-2.txt
EX-10.1 - AUDIT COMMITTEE CHARTER - GOLD HORSE INTERNATIONAL, INC.ex10-1.txt

                                                                     Exhibit 3.4

                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                         GOLD HORSE INTERNATIONAL, INC.
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                           Pursuant to 607.1006 of the
                        Florida Business Corporation Act
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     The undersigned Chief Executive Officer of Gold Horse  International,  Inc.
(the "Corporation") DOES HEREBY CERTIFY:

     FIRST: The name of the Corporation is Gold Horse International, Inc.

     SECOND: The shareholders of the Corporation approved a reverse split of the
outstanding  shares of the  Corporation's  Common  Stock and  Article  IV of the
Articles of Incorporation is amended in its entirety to read as follows:

                                   ARTICLE IV
                                  CAPITAL STOCK

     The aggregate number of shares of all classes of stock that the Corporation
shall have  authority to issue is  320,000,000,  divided  into two classes.  The
description  of the  Corporation's  classes of stock,  the number of  authorized
shares allocated to each class and the voting powers, designations, preferences,
qualifications,  limitations,  restrictions  and special or  relative  rights in
respect of each class of stock shall be as follows:

     Section 1.  Common  Stock.  There  shall be  300,000,000  shares of a class
designated  Common  Stock with a par value of $0.0001 per share.  The holders of
shares of Conunon  Stock  shall be  entitled  (i) to vote on all  matters at all
meetings of the  shareholders  of the  Corporation  on the basis of one vote for
each  share of Common  Stock held of record;  (ii)  subject to any  preferential
dividend rights  applicable to the Preferred Stock, to receive such dividends as
may be  declared  by the  Board of  Directors;  and  (iii)  in the  event of the
voluntary, or involuntary,  liquidation or winding up of the Corporation,  after
distribution in full of any preferential amounts to be distributed to holders of
shares  of  Preferred  Stock,  to  receive  all of the  remaining  assets of the
Corporation   available  for  distribution  to  its  shareholders,   ratably  in
proportion to the aggregate number of their shares of Common Stock.

     Section 2.  Preferred  Stock.  There shall be 20,000,000  shares of a class
designated  Preferred Stock, with a par value of $0.0001 per share. The Board of

                                       1

Directors is authorized to issue the Preferred Stock, from time to time, in one or more series. The Board of Directors is further authorized, from time to time, to amend the Articles of Incorporation without shareholder approval, pursuant to Section 60*7.0602 of the Florida Business Corporation Act, for the purpose of establishing, altering or eliminating in respect of the Preferred Stock and each such series thereof, the following terms and provisions of any authorized and unissued shares of such stock: {a) The distinctive serial designation; (b) The number of shares of the series, which number may at any time or from time to time be increased or decreased (but not below the number of shares of such series then outstanding); (c) The voting powers and, if voting powers are granted, the extent of such voting powers including the right, if any, to elect a director or directors; (d) The election, term of office, filling of vacancies and other terms of the directorships of directors, if any, elected by the holders of any one or more classes ore series of such stock; (e) The dividend rights, if any, including the dividend rate and the dates on which any dividends shall be payable; (f) The date from which dividends, if any, on shares issued prior to the date for payment of the first dividend thereon shall be cumulative; (g) The redemption rights, if any, redemption price, terms of redemption, and the amount of and provisions regarding any sinking fund for the purchase or redemption thereof; (h) The liquidation preference, if any, and the amounts payable on dissolution or liquidation; (i) The terms and conditions, if any, under which shares of a series may be converted; and (j) Any other terms or provisions that the Board of Directors is authorized by law to fix or alter. Section 3. Provisions Applicable to Both Common and Preferred Stock. Except as otherwise provided in these Articles of Amendment to the Articles of Incorporation, no holder of shares of any class of stock of the Corporation shall be entitled, as a matter of right, to purchase or subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized. The Board of Directors shall have authority to fix the issue price and to determine the consideration to be received with respect to any and all shares of any class or series of stock of the Corporation. 2
The Board of Directors and shareholders of the Corporation have authorized and approved, as of July 14, 2010, and July 29, 2010, respectively, a 1 for 40 reverse stock split whereby each 40 shares of Common Stock of the Corporation issued shall, without action on part of any shareholder, represent 1 share of Common Stock of the Corporation on such effective date and (ii) fractional shares caused by the reverse stock split shall be rounded up to the nearest whole share. After the effective date, the Corporation, through its exchange agent, will send a letter of transmittal to Corporation shareholders to implement the reverse stock split. Shareholders will be provided instructions to surrender certificates representing pre-split Common Stock in exchange for certificates representing post-split Common Stock of the Corporation. The par value of $0.0001 per share of Common Stock of the Corporation shall not be changed. The Corporation's stated capital shall be reduced by an amount equal to the aggregate par value of the shares of Common Stock issued prior to the effectiveness of the reverse stock split which, as a result of the reverse stock split provided for herein, are no longer issued shares of Common Stock of the Corporation. THIRD: The foregoing Articles of Amendment to the Articles of Incorporation was duly approved by the Corporation's Board of Directors and was duly adopted by the consent of the holders of a majority of the outstanding stock of the Corporation, which was sufficient for the approval of this Amendment. FOURTH: The effective date of this Amendment is SEPTEMBER 8 , 2010. (Signature Page Follows] 3
IN WITNESS WHEREOF. I Have Executed This Articles of Amendment to the of the Articles of Incorporation This 6 Day of August, 2010. /s/ Linrikuan Yung ------------------------------ Linrikuan Yung. Chief Executive Officer 4