Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - ARTCRAFT V INC | artcraft_8k-123109.htm |
| EX-2.1 - INSTRUMENT OF TRANSFER - ARTCRAFT V INC | ex_2-1.htm |
| EX-3.3 - RESTATED CERTIFICATE OF INCORPORATION - ARTCRAFT V INC | ex_3-3.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS - ARTCRAFT V INC | ex_3-2.htm |
| EX-21.1 - SUBSIDIARIES OF THE COMPANY - ARTCRAFT V INC | ex_21-1.htm |
Exhibit
3.1
CERTIFICATE
OF OWNERSHIP AND MERGER
MERGING
FIRST
CAPITAL CHINA CORPORATION
WITH
AND INTO
ARTCRAFT
V, INC.
____________________________________
Pursuant
to Section 253 of the General
Corporation
Law of the State of Delaware
____________________________________
Artcraft
V, Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”),
hereby certifies as follows:
FIRST: The
Corporation owns all of the outstanding shares of capital stock of First Capital
China Corporation, a corporation incorporated under the laws of the State of
Delaware (the “Subsidiary”).
SECOND: On
December 29, 2009, the Board of Directors of the Corporation adopted the
resolutions set forth on Exhibit A, by
unanimous written consent in lieu of a meeting, in order to merge the Subsidiary
with and into the Corporation upon the terms set forth in such resolutions (the
“Merger”).
THIRD: The
name of the surviving corporation in the Merger is Artcraft V, Inc. and is
changing its name to “First Capital China Corporation.”
[SIGNATURE
ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Ownership and Merger to be signed by
its authorized officer, this 29th day of December, 2009.
ARTCRAFT
V, INC.
By: /s/ Li Te
Xiao
Name: Li
Te Xiao
Title: Chief
Executive Officer
Exhibit
A
Resolutions
of the Board of Directors of Artcraft V, Inc.
Pursuant
to Sections 141(f), 245 and 253 of the General Corporation Law of the State of
Delaware, the undersigned, being the sole director of Artcraft V, Inc., a
Delaware corporation (the “Corporation”),
hereby consents in writing to the adoption of the following resolutions with the
same force and effect as if they had been unanimously adopted by a duly convened
meeting of the Board of Directors of the Corporation (the “Board”).
Merger of Subsidiary into
Corporation
WHEREAS,
the Corporation is the legal and beneficial owner of one hundred percent (100%)
of the issued and outstanding shares of common stock, par value $.001 per share,
of First Capital China Corporation, a Delaware corporation and a wholly owned
direct subsidiary of the Corporation (the “Subsidiary”);
and
WHEREAS,
the Board has determined that the merger of the Subsidiary with and into the
Corporation (the “Merger”)
is advisable and in the best interests of the Corporation.
NOW
THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the
Corporation so that the separate existence of the Subsidiary shall cease as soon
as the Merger shall become effective, with the Corporation being the surviving
corporation in the Merger (the “Surviving
Corporation”), which shall continue to exist under, and be governed by,
the laws of the State of Delaware;
FURTHER
RESOLVED, that the terms and conditions of the Merger be as
follows:
(a) From
and after the effective time of the Merger (the “Effective
Time”), the Surviving Corporation will possess all of the rights, powers,
privileges and franchises and be subject to all of the obligations, liabilities,
restrictions and disabilities of the Subsidiary and the Corporation, all as
provided under the General Corporation Law of the State of
Delaware;
(b) Each
share of common stock, par value $.001 per share, of the Subsidiary issued and
outstanding immediately before the Effective Time will be canceled and
extinguished as a result of the Merger and no payment or other consideration
shall be made with respect thereto;
(c) Each
share of common stock, par value $.001 per share, of the Corporation issued and
outstanding immediately before the Effective Time will thereafter represent one
validly issued, fully paid and non-assessable share of common stock, par value
$.001 per share, of the Surviving Corporation;
(d) Following
the Effective Time, the Certificate of Incorporation of the Corporation shall
continue as the Certificate of Incorporation of the Surviving Corporation until
thereafter duly altered, amended or repealed in accordance with the provisions
of the Certificate of Incorporation of the Surviving Corporation and applicable
law; and
(e) Following
the Effective Time, the By-Laws of the Corporation as in effect immediately
prior to the Effective Time shall continue as the By-Laws of the Surviving
Corporation until thereafter duly altered, amended or repealed in accordance
with the provisions of the Certificate of Incorporation of the Surviving
Corporation, the By-Laws of the Corporation and applicable law;
FURTHER
RESOLVED, that the officers of the Corporation be, and they hereby are,
authorized and directed to make and execute a Certificate of Ownership and
Merger on behalf of the Corporation in accordance with Section 253(a) of the
General Corporation Law of the State of Delaware and to cause the same to be
filed with the Secretary of State of the State of Delaware and to pay all costs
and expenses incurred in connection therewith; and
FURTHER
RESOLVED, that the Certificate of Ownership and Merger shall be effective at the
time of filing of such certificate with the Secretary of State of the State of
Delaware.
Corporate Name
Change
RESOLVED,
that, pursuant to Section 253(b) of the General Corporation Law of the State of
Delaware, effective at the Effective Time, the corporate name of the Surviving
Corporation be changed to “First Capital China Corporation” (the “Name
Change”); and
FURTHER
RESOLVED, that the officers of the Corporation be, and each of them is, hereby
authorized and empowered to do or cause to be done, in the name and on behalf of
the Corporation, any and all such other acts and things, including, without
limitation, to cause the Corporation to execute, attest, seal, deliver and/or
file in the name and on behalf of the Corporation, any and all instruments and
other documents as the officers of the Corporation, or any of them, may deem
necessary, advisable or appropriate to effectuate the Name Change or to reflect
the Name Change in the books and records of the Corporation or in the books and
records of any third party.
Amended and Restated
By-Laws
RESOLVED,
that, pursuant to Article VIII, Section 6 of the By-Laws of the
Corporation, Article SIXTH of the Certificate of Incorporation of the
Corporation, and Section 109(a) of the General Corporation Law of the State
of Delaware, the form of Amended and Restated By-Laws, a copy of which is
attached hereto as Exhibit A and
incorporated herein by reference, which By-Laws are being amended and restated
in order to reflect the Name Change, is hereby approved and adopted as the
Amended and Restated By-Laws of the Corporation.
Restated Certificate of
Incorporation
RESOLVED,
that, pursuant to Section 245(b) of the General Corporation Law of the
State of Delaware, the form of Restated Certificate of Incorporation, a copy of
which is attached hereto as Exhibit B and
incorporated herein by reference, which Certificate of Incorporation is being
restated and integrated in order to reflect the Name Change, is hereby approved
and adopted as the Restated Certificate of Incorporation of the Corporation;
and
FURTHER
RESOLVED, that the officers of the Corporation be, and they hereby are,
authorized and directed to cause the Restated Certificate of Incorporation of
the Corporation to be filed with the Secretary of State of the State of Delaware
and to pay all costs and expenses incurred in connection therewith.
Appointment of
Officers
RESOLVED,
that Arthur Shi is appointed as an additional officer of the Corporation and
shall replace Li Te Xiao as Chief Executive Officer and Secretary of the
Corporation, to serve until such time as his successor is duly appointed and
qualified.
FURTHER
RESOLVED, that Li Te Xiao will continue to serve as President and Chief
Financial Officer until such time as his succesor is duly appointed and
qualified.
General
RESOLVED,
that the officers of the Corporation be, and each of them is, hereby authorized
and empowered to do or cause to be done, in the name and on behalf of the
Corporation, any and all such other acts and things, including, without
limitation, to cause the Corporation to execute, attest, seal, deliver and/or
file, in the name and on behalf of the Corporation, any and all such agreements,
consents, certificates, instruments and any other documents as the officers of
the Corporation, or any of them, may deem necessary, advisable or appropriate to
effectuate the foregoing resolutions or to implement the intent and purposes
hereof (including with respect to the Merger, the Name Change and formation of
the BVI Subsidiary), and any agreement, consent, certificate, instrument or
document so executed or act or thing so done or caused to be done by them, or
any of them, shall be conclusive evidence of their or his or her authority in so
doing; and if in connection with any of the foregoing any particular form of
resolution or resolutions is required by any third party, such resolution or
resolutions will be deemed hereby adopted, provided that a copy of such
resolution or resolutions shall be inserted in the minute book of the
Corporation following these resolutions and that the Secretary of the
Corporation is authorized to certify such resolution or resolutions as having
been adopted by these resolutions; and
FURTHER
RESOLVED, that any and all actions heretofore taken by the officers of the
Corporation, or any of them, in connection with the transactions described in
the foregoing resolutions be, and they hereby are, ratified, confirmed, approved
and adopted in all respects.
[SIGNATURES
ON FOLLOWING PAGE]
This
written consent shall be effective as of the date first written above when
executed by the sole director in the place designated for his signature
below.
Upon
execution of this consent, the undersigned hereby directs that this consent be
filed in the Corporation’s Minute Book.
/s/ Li Te
Xiao
Li
Te Xiao, Sole Director
EXHIBIT
A
Amended
and Restated By-Laws
[Attached
as Exhibit 3.2 to the Form 8-K filed on 12/31/2009]
EXHIBIT
B
Restated
Certificate of Incorporation
[Attached
as Exhibit 3.3 to the Form 8-K filed on 12/31/2009]