Yayi Intl (OTC BB:YYIN)

On July 20, 2010, Yayi International Inc. filed an Amended and Restated Certificate of Designation of Series A Preferred Stock to modify the terms of the Series A Preferred Stock.

• Removed Section 6(f) Special Conversion Price Adjustment Based on 2010 and 2011 Accounts of the Original Certificate.
  
• Added the provisions relating to the make good shares that the holders of Series A Preferred Stock may be entitled to receive if the Company fails to meet certain performance targets set forth in the Amended Certificate.

Specifically, if the Company’s combined after tax net income reported in the Company’s Annual Report on Form 10-K for both of the fiscal years ending March 31, 2011 and 2012 is less than $20 million, the Company will issue up to 612,245 shares of Series A Preferred Stock to holders of shares of Series A Preferred Stock pursuant to a formula set forth in the Amended Certificate.