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Florida
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000-50491
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65-1193022
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Old
Articles
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New
Articles
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Preferred
Stock
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Five
million shares divided into two classes. The authorized shares
are three
million shares of Series I convertible preferred stock, which are
exchangeable for three shares of common stock, and two million
shares
without designation, with designations to be determined by the
Board of
Directors. A certificate of designations was adopted for shares
used in
connection with reverse merger.
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Five
million shares authorized without designation, with designations
to be
determined by the Board of Directors.
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Vacancies
on the Board of Directors
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No
provision in Old Articles; FBCL provides vacancy may be filled
by the
affirmative vote of a majority of the remaining directors, though
less
than a quorum of the Board of Directors, or by the shareholders,
unless
the Articles of Incorporation provide otherwise.
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Vacancies
shall be filled only by a majority vote of the directors then in
office,
and directors so chosen shall hold office for a term expiring at
the next
annual meeting of shareholders.
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Removal
of directors
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Majority
of the Board of Directors may remove a director for cause and may
elect a
replacement to serve until the next meeting of shareholders; FBCL
provides
that shareholders may remove one or more directors with or without
cause
unless the Articles of Incorporation provide that directors may
be removed
only for cause.
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A
director may also be removed by shareholders, but only for cause
and only
by the affirmative vote of the holders of at least 75% of the voting
power
of the then outstanding shares of Voting Stock, voting together
as a
single class.
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Special
meetings of shareholders
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No
provision in Old Articles; FBCL provides that a special meeting
to be held
(a) On
call of the Board of Directors or the person or persons authorized
to do
so by the Articles of Incorporation or Bylaws; or
(b) By
the holders of not less than 10 percent, unless a greater percentage
not
to exceed 50 percent is required by the Articles of Incorporation.
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Special
meetings of shareholders, for any purpose or purposes, may be called
by
the Chairman of the Board of Directors, the President or the Secretary
of
the Corporation, and shall be called upon the written request of
a
majority of the entire Board of Directors or the holder or holders
of not
less than a majority of all the outstanding shares of stock of
the
Corporation entitled to vote on the matter or matters to be presented
at
the meeting.
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Higher
Vote for Certain Transactions with Interested Shareholders
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No
provision in Old Articles.
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75%
approval of outstanding shares for certain “business combinations” which
have not been approved by “continuing directors” and do not meet specified
price and procedure requirements.
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Indemnification
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The
corporation may indemnify to the fullest extent provided by
law.
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No
provision; provision in Bylaws.
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Amendment
of Articles of Incorporation
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No
provision in Old Articles; FBCL provides that unless the Articles
of
Incorporation or the Board of Directors require a greater vote,
the
amendment to be adopted must be approved by a majority of the outstanding
shares.
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Most
amendments require the approval of 75% of the outstanding shares
unless
the amendment is recommended by the board of directors if all such
directors are Continuing Directors.
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Amendment
of Bylaws
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Amendment
by a majority of the Board of Directors or shareholders.
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By
the Board of Directors or 75% of the outstanding
shares.
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Old
Bylaws
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New
Bylaws
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Record
Date for Stockholder Actions
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Not
more than 40 days before meeting.
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Not
more than 70 days before meeting.
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Advance
Notice of Business Brought before Annual Meeting by a
Shareholder
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No
provision.
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Notice
by shareholder must be given to the Company not less than 60 or
more than
90 days before the meeting and certain information must be
provided.
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Nominations
of Directors by Shareholders
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No
provision.
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Notice
by shareholder must be given to the Company not less than 60 or
more than
90 days before the meeting and certain information must be
provided.
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Indemnification
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No
provision (provision was in Articles); FBCL provides for permissive
indemnification in certain cases if standards of conduct are
met.
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Indemnification
is mandatory if standards of conduct are met.
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Certificates
for stock
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Certificates
for shares required.
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Shares
may be uncertificated.
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3(i)(1)
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Articles
of Incorporation adopted August 13, 2007.
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3(i)(2)
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Bylaws
adopted August 13, 2007
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CHINA
FIRE & SECURITY GROUP, INC.
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Date:
August 16, 2007
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By:
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/s/
Brian Lin
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Name:
Brian Lin
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Title: Chief
Executive Officer
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