Attached files
file | filename |
---|---|
S-1/A - Mobile Presence Technologies Inc. | v206309_s1a.htm |
EX-4.1 - Mobile Presence Technologies Inc. | v206309_ex4-1.htm |
EX-1.1 - Mobile Presence Technologies Inc. | v206309_ex1-1.htm |
EX-23.1 - Mobile Presence Technologies Inc. | v206309_ex23-1.htm |
Exhibit 3.1
(c)
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION
OF
CHINA
SHANDONG INDUSTRIES, INC.
China Shandong Industries, Inc., a
Delaware corporation (the “Corporation”), existing under
the General Corporation Law of the State of Delaware, does hereby
certify:
1. That
the name of the Corporation is China Shandong Industries, Inc.
2. That
this amendment (the “Amendment”) to the Certificate
of Incorporation (the “Certificate”) of the
Corporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware by the Corporation’s
board of directors (the “Board”) and by a majority of
the Corporation’s stockholders by written consent without a meeting in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
3. The
Certificate is amended to delete Article FOURTH thereof in its entirety and
substituting, in lieu of said Article FOURTH, the following new Article
FOURTH:
FOURTH: The
aggregate number of shares which the Corporation is authorized to issue is one
hundred and five million (105,000,000), divided into classes as
follows:
A. One
hundred million (100,000,000) shares of common stock, $.0001 par value per share
(the “Common
Stock”);
B. Five
million (5,000,000) shares of preferred stock, $.0001 par value per share, to be
issued in series (the “Preferred
Stock”).
The following is a statement of the
designations, powers, preferences and rights, and the qualifications,
limitations or restrictions with respect to the Preferred Stock of the
Corporation: The shares of Preferred Stock may be issued in one or more series,
and each series shall be so designated as to distinguish the shares thereof from
the shares of all other series. Authority is hereby expressly granted
to the Board to fix, subject to the provisions herein set forth, before the
issuance of any shares of a particular series, the number, designations and
relative rights, preferences, and limitations of the shares of such series
including (1) voting rights, if any, which may include the right to vote
together as a single class with the Common Stock and any other series of the
Preferred Stock with the number of votes per share accorded to shares of such
series being the same as or different from that accorded to such other shares,
(2) the dividend rate per annum, if any, and the terms and conditions pertaining
to dividends and whether such dividends shall be cumulative, (3) the amount or
amounts payable upon such voluntary or involuntary liquidation, (4) the
redemption price or prices, if any, and the terms and conditions of the
redemption, (5) sinking fund provisions, if any, for the redemption or purchase
of such shares, (6) the terms and conditions on which such shares are
convertible, in the event the shares are to have conversion rights, and (7) any
other rights, preferences and limitations pertaining to such series which may be
fixed by the Board pursuant to the Delaware General Corporation
Law.
C. On
January 18, 2011 (the “Effective Time”), each one and
a half (1.5) outstanding shares of Common Stock (the “Old Common Stock”) shall be
split and converted into one (1) share of Common Stock (the “New Common
Stock”). This reverse stock split (the “Reverse Split”) of the
outstanding shares of Common Stock shall not affect the total number of shares
of Common Stock that the Corporation is authorized to issue, which shall remain
as set forth in the first sentence of this Article FOURTH.
The Reverse Split shall occur without
any further action on the part of the Corporation or the holders of shares of
New Common Stock and whether or not certificates representing such holders’
shares prior to the Reverse Split are surrendered for cancellation. No
fractional interest in a share of New Common Stock shall be deliverable upon the
Reverse Split, all of which shares of New Common Stock be rounded up to the
nearest whole number of such shares. All references to “Common Stock”
in this Certificate of Incorporation shall be to the New Common
Stock.
The Reverse Split will be effectuated
on a stockholder-by-stockholder (as opposed to certificate-by-certificate)
basis. Certificates dated as of a date prior to the Effective Time representing
outstanding shares of Old Common Stock shall, after the Effective Time,
represent a number of shares equal to the same number of shares of New Common
Stock as is reflected on the face of such certificates, divided by one and half
(1.5) and rounded up to the nearest whole number. The Corporation shall not be
obliged to issue new certificates evidencing the shares of New Common Stock
outstanding as a result of the Reverse Split unless and until the certificates
evidencing the shares held by a holder prior to the Reverse Split are either
delivered to the Corporation or its transfer agent, or the holder notifies the
Corporation or its transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection with such
certificates.
4. The
foregoing amendments to the Certificate herein certified have been duly adopted
and written consent has been given in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the
Corporation has caused this Amendment to be signed by Jinliang Li, its Chief
Executive Officer, this 22nd day of
December, 2010.
CHINA SHANDONG INDUSTRIES, INC. | |||
|
By:
|
/s/ Jinliang Li | |
Jinliang Li | |||
Chief Executive Officer | |||