Attached files
| file | filename |
|---|---|
| S-1/A - Andatee China Marine Fuel Services Corp | v161474_s1a.htm |
| EX-2.1 - Andatee China Marine Fuel Services Corp | v161474_ex2-1.htm |
| EX-4.1 - Andatee China Marine Fuel Services Corp | v161474_ex4-1.htm |
| EX-1.1 - Andatee China Marine Fuel Services Corp | v161474_ex1-1.htm |
| EX-21.1 - Andatee China Marine Fuel Services Corp | v161474_ex21-1.htm |
| EX-10.4 - Andatee China Marine Fuel Services Corp | v161474_ex10-4.htm |
| EX-23.1 - Andatee China Marine Fuel Services Corp | v161474_ex23-1.htm |
| EX-10.12 - Andatee China Marine Fuel Services Corp | v161474_ex10-12.htm |
| EX-10.17 - Andatee China Marine Fuel Services Corp | v161474_ex10-17.htm |
| EX-10.18 - Andatee China Marine Fuel Services Corp | v161474_ex10-18.htm |
Exhibit
3.1.1(i)
State
of Delaware
Certificate
of Amendment of Certificate of Incorporation
Andatee
China Marine Fuel Services Corporation
Andatee
China Marine Fuel Services Corporation (the “Corporation”), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware does hereby certify:
FIRST: The
following resolutions dated as of October 15, 2009, setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, were duly
approved and adopted by the Board of Directors of the Corporation (the “Board”)
declaring said amendment to be advisable and recommending said amendment for
shareholder consideration and approval. The resolution setting forth the
proposed amendment is as follows:
“RESOLVED, that the
Certificate of Incorporation of this corporation be amended by amending and
restated Section 4.1 of Article 4 to read, in its entirety, as
follows:
“Article
4. CAPITAL
STOCK
4.1 Authorized
Shares
The Corporation is authorized to issue
two classes of stock to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is Sixty Million (60,000,000), of
which Fifty Million (50,000,000) shares shall be Common Stock, having a par
value of $0.001 per share, and, Ten Million (10,000,000) of such shares shall be
Preferred Stock, having a par value of $0.001 per share.
Effective on October 19, 2009 (the
“Effective Date”), each issued and outstanding share of the Company’s Common
Stock shall, by virtue of this amendment to the Company’s Certificate of
Incorporation, be combined into 1.333334 shares of fully paid and non-assessable
Common Stock of the Company, subject to treatment of fractional share interests
described below. Following the effectiveness of this Certificate of Amendment,
the Company will evidence the reverse stock split effected by this paragraph
pursuant to the procedures of the Company. No fractional shares of Common Stock
of the Company shall be issued. No stockholder of the Company shall transfer any
fractional shares of Common Stock of the Company. The Company shall not
recognize on its stock record books any purported transfer of any fractional
shares of Common Stock of the Company. A holder of Common Stock, who
immediately prior to the Effective Date, owns a number of shares of Common Stock
of the Company which is not evenly divisible by the reverse split ratio shall,
with respect to the fractional interest, be issued a number of shares of new
Common Stock of the Company, be rounded to the nearest whole
number.””
SECOND: That
thereafter, pursuant to resolution of the Board, the holders of at least a
majority of the outstanding stock of the Corporation executed a consent action
in lieu of meeting in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware, which consent action was executed and
duly adopted by the necessary number of shares as required by statute voting in
favor of the amendment.
THIRD: That
the capital of said corporation shall not be reduced under or by reason of said
amendment.
IN WITNESS WHEREOF, said
Corporation has caused this certificate to be signed this 16th day of
October, 2009.
By: /s/ An
Fengbin
Title: President
and Chief Executive Officer
Name: An
Fengbin