Attached files
| file | filename |
|---|---|
| 8-K - China Architectural Engineering, Inc. | v195073_8k.htm |
| EX-99.1 - China Architectural Engineering, Inc. | v195073_ex99-1.htm |
| EX-21.1 - China Architectural Engineering, Inc. | v195073_ex21-1.htm |
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
CHINA
ARCHITECTURAL ENGINEERING, INC.
a
Delaware corporation
CHINA ARCHITECTURAL ENIGNEERING, INC.,
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”),
DOES
HEREBY CERTIFY:
FIRST: Article 4 of the Corporation’s
Certificate of Incorporation is amended by deleting the existing Article 4 in
its entirety and substituting therefore a new Article 4 to read in its entirety
as follows:
Section 1. Number of
Authorized Shares. The total number of shares of stock which the
Corporation shall have the authority to issue shall be One Hundred Sixty Million
(160,000,000) shares. The Corporation shall be authorized to issue
two classes of shares of stock, designated, “Common Stock” and “Preferred
Stock.” The Corporation shall be authorized to issue One Hundred
Fifty Million (150,000,000) shares of Common Stock, each share to have a par
value of $.001 per share, and Ten Million (10,000,000) shares of Preferred
Stock, each share to have a par value of $.001 per share.
Section 2. Common
Stock. The Board of Directors of the Corporation may authorize the
issuance of shares of Common Stock from time to time. The Corporation
may reissue shares of Common Stock that are redeemed, purchased, or otherwise
acquired by the Corporation unless otherwise provided by law.
Section 3. Preferred
Stock. The Board of Directors of the Corporation may by resolution
authorize the issuance of shares of Preferred Stock from time to time in one or
more series. The Corporation may reissue shares of Preferred Stock
that are redeemed, purchased, or otherwise acquired by the Corporation unless
otherwise provided by law. The Board of Directors is hereby
authorized to fix or alter the designations, powers and preferences, and
relative, participating, optional or other rights, if any, and qualifications,
limitations or restrictions thereof, including, without limitation, dividend
rights (and whether dividends are cumulative), conversion rights, if any, voting
rights (including the number of votes, if any, per share, as well as the number
of members, if any, of the Board of Directors or the percentage of members, if
any, of the Board of Directors each class or series of Preferred Stock may be
entitled to elect), rights and terms of redemption (including sinking fund
provisions, if any), redemption price and liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, and to increase or decrease the number
of shares of any such series subsequent to the issuance of shares of such
series, but not below the number of shares of’ such series then
outstanding.
Section 4. Dividends
and Distributions. Subject to the preferences applicable to Preferred
Stock outstanding at any time, the holders of shares of Common Stock shall be
entitled to receive such dividends, payable in cash or otherwise, as may be
declared thereon by the Board of Directors from time to time out of assets or
funds of the Corporation legally available therefore.
Section 5. Voting
Rights. Each share of Common Stock shall entitle the holder thereof
to one vote on all matters submitted to a vote of the stockholders of the
Corporation.
SECOND: The
amendment set forth has been duly approved by the Board of Directors of the
Corporation and by the Stockholders entitled to vote thereon.
THIRD: That
said amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, I, the undersigned, being the Chief Executive Officer of the
Corporation, for the purpose of amending the Certificate of Incorporation of the
Corporation pursuant to Section 242 of the Delaware General Corporation Law, do
make and file this Certificate of Amendment, hereby declaring and certifying
that the facts herein stated are true and accordingly have hereunto set my hand,
as of this 20TH day of
August, 2010.
By: /s/ Luo Ken
Yi
Name: Luo Ken Yi
Title: Chief Executive
Officer
`