Attached files
| file | filename |
|---|---|
| 10-K - SHARING ECONOMY INTERNATIONAL INC. | v179491_10k.htm |
| EX-21 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex21.htm |
| EX-32.1 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex32-1.htm |
| EX-31.2 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex31-2.htm |
| EX-31.1 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex31-1.htm |
| EX-10.14 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex10-14.htm |
| EX-10.15 - SHARING ECONOMY INTERNATIONAL INC. | v179491_ex10-15.htm |
EXHIBIT
3.2
RESTATED
CERTIFICATE OF INCORPORATION
OF
CHINA
WIND SYSTEMS, INC.
China Wind Systems, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the “Corporation”), does hereby certify:
1. The
name of the Corporation is Malex, Inc. The Corporation was organized under the
name Malex, Inc. on June 24, 1987.
2. The
Certificate of Incorporation of the Corporation is hereby amended and restated
to read as follows:
FIRST: The
name of the Corporation is China Wind Systems, Inc. (the
“Corporation”).
SECOND: The address of its
registered office in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington, Delaware, New Castle County. The name of its registered agent at
such address is The Prentice-Hall Corporation System, Inc.
THIRD: The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The
Corporation is to have perpetual existence.
FIFTH: (a) The
total number of shares of capital stock which the Corporation shall have
authority to issue is two hundred ten million (210,000,000), of which (i) one
hundred fifty million (150,000,000) shares are designated as common stock with a
par value of $.001 per share (“Common Stock”) and (ii) sixty million
(60,000,000) shares are designated as preferred stock with a par value of $.001
per share (“Preferred Stock”).
(b) The Preferred Stock of the Corporation shall be issued by the
Board of Directors of the Corporation in one or more classes or one or more
series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Corporation may determine, from time to time, including but not limited
to:
(i) the
designation of such class or series;
(ii) the
dividend rate of such class or series, the conditions and dates upon which such
dividends shall be payable, the preference or relation which such dividends
shall bear to the dividends payable on any other class or classes or of any
other series of capital stock, whether such dividends shall be cumulative or
non-cumulative, and whether such dividends may be paid in shares of any class or
series of capital stock or other securities of the Corporation;
(iii) whether
the shares of such class or series shall be subject to redemption by the
Corporation, and, if made subject to such redemption, the times, prices and
other terms and conditions of such redemption;
(iv) the
terms and amount of any sinking fund provided for the purchase or redemption of
the shares of such class or series;
(v) whether
or not the shares of such class or series shall be convertible into or
exchangeable for shares of any other class or classes or series of capital stock
or other securities of the Corporation, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustment and other terms and conditions
of such conversion or exchange;
(vi) the
extent, if any, to which the holders of the shares of such class or series shall
be entitled to vote, as a class or otherwise, with respect to the election of
the directors or otherwise, and the number of votes to which the holder of each
share of such class or series shall be entitled;
(vii) the
restrictions, if any, on the issue or reissue of any additional shares or any
class or series of Preferred Stock; and
(viii) the
rights of the holders of the shares of such class or series upon the dissolution
of, or upon the distribution of assets of, the Corporation.
(c) Holders
of shares of Common Stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.
(d) No
holder of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
SIXTH: The Board of
Directors shall have the power to adopt, amend or repeal the by-laws of the
Corporation.
SEVENTH: No director shall
be personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director’s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
General Corporation Law. No amendment to or repeal of this Article SEVENTH shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
EIGHTH: The Corporation
shall indemnify, to the fullest extent permitted by Section 145 of the General
Corporation Law, as amended from time to time, each person that such section
grants the Corporation the power to indemnify.
- 2
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NINTH: The terms and
conditions of any rights, options and warrants approved by the Board of
Directors may provide that any or all of such terms and conditions may not be
waived or amended or may be waived or amended only with the consent of the
holders of a designated percentage of a designated class or classes of capital
stock of the Corporation (or a designated group or groups of holders within such
class or classes, including but not limited to disinterested holders), and the
applicable terms and conditions of any such rights, options or warrants so
conditioned may not be waived or amended or may not be waived or amended absent
such consent.
3. Set
forth as Exhibit A to this Restated Certificate of Incorporation is a Statement
of Designations setting forth the rights, preferences and privileges of a series
of Preferred Stock consisting of sixty million (60,000,000) shares and
designated as the Series A Convertible Preferred Stock.
5. This
Restated Certificate of Incorporation has been duly adopted in accordance with
the provisions of Sections 242 and 245 of the General Corporation Law of
Delaware.
6. The
capital of the Corporation will not be reduced under or by reason of any
amendment herein certified.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate to be signed by its CEO this 13th day of November,
2007.
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By:
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/s/ Wu Jian-Hua
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||
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Name:
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Wu
Jian-Hua
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Title:
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Chief
Executive Officer
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- 3
-
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION
OF
CHINA WIND SYSTEMS,
INC.
China Wind Systems, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the “corporation”), does hereby certify:
1. The
Certificate of Incorporation of the corporation was filed with the Secretary of
State on June 24, 1987.
2. Paragraph
(a) of Article FIFTH of the Certificate of Incorporation is hereby restated to
read as follows:
FIFTH: (a) The
total number of shares of capital stock which the Corporation shall have
authority to issue is two hundred ten million (210,000,000), of which (i) one
hundred fifty million (150,000,000) shares are designated as common stock with a
par value of $.001 per share (“Common Stock”) and (ii) sixty million
(60,000,000) shares are designated as preferred stock with a par value of $.001
per share (“Preferred Stock”).
Each
share of Common Stock, par value $.001 per share, outstanding as of October 1,
2009, shall automatically become and be converted into one-third of a share of
such Common Stock.
3. Upon
filing of this Certificate of Amendment to the Certificate of Incorporation,
each share of Common Stock, par value of $.001 per share, outstanding on such
date shall automatically become and be converted into one-third of a share of
such Common Stock.
4. This
Amendment to the Certificate of Incorporation has been duly adopted in
accordance with the provisions of Sections 242 of the General Corporation Law of
Delaware.
5. The
capital of the corporation will not be reduced under or by reason of any
amendment herein certified.
IN WITNESS WHEREOF, China Wind Systems,
Inc. has caused this Certificate to be signed by its Chief Executive Officer
this 1st day of
October, 2009.
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/s/ Jianhua Wu
|
|
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Jianhua
Wu, Chief Executive
Officer
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