EXHIBIT 2.2
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 to the Securities Purchase Agreement and Plan of
Reorganization (the "AGREEMENT") is entered into on October 8, 2004 by and
among: (i) Discovery Investments, Inc., a Nevada corporation ("DISCOVERY"); (ii)
Evergreen Asset Group Limited, an International Business Company organized under
the laws of the British Virgin Islands (the "COMPANY"); and (iii) the
shareholders of the Company who have executed the Agreement on the signature
page attached thereto as EXHIBIT A (the "COMPANY SHAREHOLDERS").
WHEREAS, Discovery, the Company and the Company Shareholders have
previously entered into that certain Securities Purchase Agreement and Plan of
Reorganization dated September 9, 2004 (the "AGREEMENT").
WHEREAS, Discovery, the Company and the Company Shareholders desire to
amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual representations, warranties, covenants, and agreements contained herein,
the parties hereto agree to amend the Agreement as follows (the "AMENDMENT"):
1. Recital C to the Agreement shall be deleted in its entirety and
replaced with the following:
"C. The Company Shareholders wish to sell, and Discovery wishes to
acquire, all of the issued and outstanding Company Shares in exchange for
Discovery's issuance of a total of 83,200,000 shares of Discovery Common Stock
("DISCOVERY Shares") to the Company Shareholders, subject to and upon the terms
and conditions hereinafter set forth (the "Reorganization")."
2. Section 1.2 of the Agreement shall be deleted in its entirety and
replaced with the following
"1.2 Subject to the terms and upon the conditions set forth herein,
each Company Shareholder agrees to sell, assign, transfer and deliver to
Discovery, and Discovery agrees to purchase from each Company Shareholder, at
the Closing, the Company Shares owned by the respective Company Shareholder, in
exchange for the issuance, at the Closing, by Discovery to each such Company
Shareholder a pro rata share of the Discovery Shares. Each Company Shareholder's
pro rata share of the Discovery Shares shall be determined by multiplying the
total number of the Discovery Shares (i.e., 83,200,000 shares of Discovery
Common Stock) by a fraction, the numerator of which is the total number of
Company Shares owned by the Company Shareholder at the Closing and the
denominator of which is the total number of Company Shares issued and
outstanding at the Closing. No fractional shares of Discovery Common Stock shall
be issued upon exchange of any Company Shares pursuant to this Section 1.2. In
lieu thereof, each recipient of Discovery Common Stock who would otherwise be
entitled to a fraction of a share of Discovery Common Stock (after aggregating
all fractional shares of Discovery Common Stock to be received by such holder)
shall be entitled to receive one whole share of Discovery Common Stock."
3. All of the other provisions of the Agreement shall remain in full
force and effect except as previously waived in writing by either party.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
DISCOVERY INVESTMENTS, INC. EVERGREEN ASSET GROUP LIMITED
By: /S/ XXXXXX XXXX By: /S/ PU XXXXX XXXXX
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Xxxxxx Xxxx, President Pu Xxxxx Xxxxx
"COMPANY SHAREHOLDERS"
Signatures Appear on Exhibit A
SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
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EXHIBIT A
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COMPANY SHAREHOLDER SIGNATURE PAGE
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NUMBER OF COMPANY
NAME AND ADDRESS OF SHARES OWNED
COMPANY SHAREHOLDER BY COMPANY SHAREHOLDER SIGNATURE
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Pu Chongliang 243 /S/ PU XXXXX XXXXX
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Wei Jianfeng 15 /S/ WEI JIANFENG
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Xxxxx Xxxxxxx 18 /S/ XXXXX XXXXXXX
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Niu Xiangping 15 /S/ NIU XIANGPING
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Pu Tingli 9 /S/ PU TINGLI
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