Attached files
ARTICLES
OF AMENDMENT
OF
ABLEAUCTIONS.COM,
INC.
Pursuant
to Section 607.1003 of the Florida Business Corporation Act, ABLEAUCTIONS.COM,
INC., a Florida corporation (the “Corporation”), DOES HEREBY CERTIFY AND ADOPT
THESE ARTICLES OF AMENDMENT:
FIRST: The
name of the Corporation is ABLEAUCTIONS.COM, INC.
SECOND: On
July 17, 2009 the board of directors of the Corporation adopted a resolution by
unanimous written consent approving a share combination of the Corporation’s
common stock, and a change in the name of the Corporation to “SinoCoking Coal
and Coke Chemical Industries, Inc.”, and on December 28, 2009, the board of
directors of the Corporation adopted a further resolution by unanimous written
consent fixing the ratio for the share combination to 1-for-20, with each twenty
shares of common stock to be combined into one share of common
stock.
THIRD: The
number of shares of common stock subject to the share combination is 8,114,197
shares and the number of shares of common stock which will result from the share
combination is 405,710, rounded up appropriately for the issuance of one whole
share in lieu of any fractional share.
FOURTH: The
Articles of Incorporation of this Corporation are amended by changing ARTICLE IV
so that, as amended, said ARTICLE IV shall read as follows:
“ARTICLE
IV
The
capital stock of the Corporation shall consist of One Hundred Million
(100,000,000) shares of common stock, with a par value of $0.001 per
share.
The
8,114,197 issued and outstanding common shares of the Corporation, with a par
value of $0.001 per share, either issued and outstanding or held by the
Corporation as treasury stock, on January 28, 2010 (“Effective Date”), shall be
automatically reclassified and converted (without any further act) into 405,710
fully-paid and non-assessable shares of common stock of the Corporation, with a
par value of $0.001, appropriately rounded up as provided below in this Article
IV.
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Notwithstanding
the immediately preceding paragraph, no fractional shares of common stock shall
be issued to the holders of record of common
stock in connection with the foregoing reclassification and conversion of shares
of common stock, and no certificates or scrip representing any such fractional
shares shall be issued. In lieu of such fraction of a share, any
holder of such fractional share shall be entitled receive one whole share of
common stock.
Each
stock certificate representing common stock that, immediately prior to the
Effective Date, represented shares of common stock shall, from and after the
Effective Date, automatically and without the necessity of presenting the same
for exchange, represent that number of whole shares of common stock into which
the shares of common stock represented by such certificate shall have been
reclassified. If requested by a shareholder to the Secretary of the
Corporation, within a reasonable time after receipt of such written request such
holder of record of a certificate that represented shares of common stock prior
to the reclassification and conversion shall receive, upon surrender of such
certificate, a new certificate representing the number of whole shares of
reclassified common stock.”;
and
further,
the
Articles of Incorporation of this Corporation are amended by changing ARTICLE I
so that, as amended, said ARTICLE I shall read as follows:
“ARTICLE
I. The name of the Corporation shall be SINOCOKING COAL AND COKE
CHEMICAL INDUSTRIES, INC.”
FIFTH: The
board of directors of the Corporation recommended the amendment to the
shareholders, and the shareholders adopted the amendment on December 30, 2009 at
the 2009 Annual Meeting of Shareholders.
SIXTH: The
number of votes cast for the amendment by the shareholders was sufficient for
approval. Shareholders of the Corporation holding common shares
constituting approximately 91.6% of the issued and outstanding shares of the
Corporation, voting in person or by proxy at the 2009 Annual Meeting of
Shareholders, duly authorized and adopted this amendment to the Articles of
Incorporation of the Corporation, and written notice of the adoption of the 2009
Annual Meeting containing a copy or summary of the amendment, with such notice
stating that one of the purposes of the meeting is to consider the proposed
amendment, has been given to each shareholder of the Corporation in accordance
with Section 607.1003 of the Florida Business Corporation Act.
SEVENTH: This
amendment shall be effective at 5:00 p.m. Pacific time on February 5,
2010.
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THESE
ARTICLES OF AMENDMENT ARE DATED this 3rd day of February 2010.
By: /s/Abdul
Ladha
Abdul
Ladha
President
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