Attached files
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8-K - FORM 8-K - CHINA GEWANG BIOTECHNOLOGY, INC. | form8k1815namechange.htm |
DEAN HELLER | Articles of Merger Page 1 | Office Use Only: |
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Articles of Merger | ||
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China Gewang Biotechnology, Inc. | |
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Nevada | Corporation |
and, |
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Rich Star Development | |
Nevada | Corporation |
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350 | |
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DEAN HELLER | Articles of Merger |
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2) Forwarding address where copies of process may be sent by the Secretary of State of Attn: c/o:
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3) (Choose one) The undersigned declares that a plan of merger has been adopted by each constituent The undersigned declares that a plan of merger has been adopted by the parent domestic |
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(a) Owner's approval was not required from: _China Gewang Biotechnology, Inc.___________________________________________ and, or; Rich Star Development_____________________________________________________ | ||
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DEAN HELLER | Articles of Merger |
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(b) The plan was approved by the required consent of the owners of *: and, or; | ||
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be |
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DEAN HELLER | Articles of Merger |
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The plan of merger has been approved by the directors of the corporation and by each ________________________________________________________________________ and, or; ________________________________________________________________________ | ||
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DEAN HELLER | Articles of Merger |
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5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*: Article 1 of the Articles of Incorporation shall be amended to state: 1. Name of Corporation: China Gewang Biotechnology, Inc.
6) Location of Plan of Merger (check a or b): X (a) The entire plan of merger is attached; or, ___ (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). 7) Effective date (optional)**: |
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DEAN HELLER | Articles of Merger
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8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*: China Gewang Biotechnology, Inc. /s/ Shili Zhang PRESIDENT Jan. 8, 2015 Rich Star Development /s/ Shili Zhang PRESIDENT Jan. 8, 2015 * The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.
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PLAN OF MERGER
between
Rich Star Development
and
China Gewang Biotechnology, Inc.
ADOPTED BY
the Board of Directors of
Rich Star Development
pursuant to
Section 92A.180
of the Nevada Revised Statutes
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Dated as of December 22, 2014
SECTION 1.01
THE MERGER.
(i)
Conversion of China Gewang Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Rich Star Development, China Gewang Biotechnology, Inc. or the holders of any of their respective securities:
(A)
Each of the issued and outstanding shares of common stock of China Gewang Biotechnology, Inc. (the China Gewang Shares) immediately prior to the Effective Time shall be converted into and represent the right to receive, and shall be exchangeable for, one share of common stock of Rich Star Development (the "Merger Shares").
(B)
All China Gewang Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares upon the surrender of such certificate to the transfer agent for the commons stock of Rich Star Development.
(ii)
Change of Corporate Name. The Articles of Merger filed to effect the Merger shall provide for a change of the name of the surviving entity from Rich Star Development to China Gewang Biotechnology, Inc.
SECTION 1.02
MERGER; EFFECTIVE TIME.
At the Effective Time, China Gewang Biotechnology, Inc. shall merge with and into Rich Star Development in accordance with the provisions of Section 92A.180 of the Nevada Revised Statutes, the separate corporate existence of China Gewang Biotechnology, Inc. shall cease, and Rich Star Development shall continue as the Surviving Entity under its new name (the "Merger"). The Effective Time shall occur upon the filing with the Secretary of State of the State of Nevada of Articles of Merger (the Effective Time).
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