UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
First Amended
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
January 18, 2006
TEDA TRAVEL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30264 11-3177042
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Suite 2102 Chinachem Century Tower, 178 Gloucester Road,
Wanchai, Hong Kong 94065
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(Address of Principal Executive Offices) (Zip Code)
(852) 2833-2186
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Registrant's Telephone Number, Including Area Code
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Registrant reports that on January 18, 2006 the Board of Directors of Registrant
amended and restated the Registrant's Bylaws (the "Restated Bylaws"). Pursuant
to the Registrant's Certificate of Incorporation, the Registrant's Bylaws may be
amended by the Board of Directors. As a result of the amendment and restatement,
the following material provisions have been revised or added. A copy of the
Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and the foregoing
description is qualified in its entirety by reference to Exhibit 3.2.
(i) Article II of the Bylaws was expanded to provide:
a. that the Board of Directors may authorize that meetings of
stockholders may be held solely by means of remote communication
as authorized by Section 211(a)(2) of the Delaware General
Corporation Law;
b. that special meetings of stockholders may be called by the
President and Chief Executive Officer of the Registrant and to
add provisions for the specific methodology by which persons
other than the Board of Directors shall call a special meeting of
the stockholders;
c. that notice of stockholder meetings may be given by electronic
transmission;
d. the methodology for adjourning and continuing adjourned meetings;
(ii) Article II, Section 2.6 of the Bylaws was amended to provide that the
holders of one-third of a majority of the Registrant's stock issued
and outstanding and entitled to vote, present in person or represented
by proxy, constitutes a quorum for the transaction of business at all
meetings of the stockholders; provided, however that where a separate
vote by a class or series or classes or series is required, a quorum
shall consist of no less than one-third of the shares of such class or
series or classes or series.
(iii)A new Article III dealing with the Company's Board of Directors,
including the power and size of the Board, election, appointment and
removal of board members and meetings of the Board has been added;
(iv) A new Article IV dealing with the establishment and conduct of
committees of the Company's Board of Directors has been added;
(v) A new Article V concerning the executive officers of the Company was
added, including the type of officers and the appointment and removal
of officers;
(vi) A new Article VI was added concerning the maintenance of corporate
records;
(vii)A new Article VII was added concerning general matters, including
such matters as the execution of corporate instruments and the
issuance of stock certificates;
(viii) A new Article VIII was added concerning notice to the Company's
stockholders by electronic transmission;
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(ix) A new Article IX was added concerning the indemnification of the
Company's officers and directors; and
(x) A new Article X was added providing that the bylaws may be adopted,
amended or repealed by the stockholders entitled to vote. However, the
corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal bylaws upon the directors.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Financial Statements
None
(c) Exhibits.
Exhibit Description
Number
_______ ________________________________________________________________
3.2 Amended and Restated Bylaws dated January 18, 2006
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
TEDA TRAVEL GROUP, INC.
Date: January 18, 2006 By: /s/ Godfrey Chin Tong Hui
_____________________________
Godfrey Chin Tong Hui
Chief Executive Officer
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