Attached files
| file | filename |
|---|---|
| EX-99.2 - UNANIMOUS WRITTEN CONSENT BY THE BOARD OF DIRECTORS OF SUPERB ACQUISITION, INC. - AIS Holdings Group, Inc. | consenttonamechange.htm |
| EX-10.2 - OFFICER AND DIRECTOR RESIGNATION LETTER - AIS Holdings Group, Inc. | officeranddirectores_br.htm |
| EX-10.1 - SHARE PURCHASE AGREEMENT - AIS Holdings Group, Inc. | spa_superb.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - AIS Holdings Group, Inc. | certofamendment.htm |
| 8-K - FORM 8-K - AIS Holdings Group, Inc. | form8k.htm |
EXHIBIT 99.1
WRITTEN CONSENT
BY THE SHAREHOLDERS OF
Superb ACQUISITION, INC.
IN LIEU OF A MEETING
Pursuant to Section 228 of the Delaware General Corporation Law, as amended, which provides that any action required to be taken at a meeting of the shareholders of a Delaware corporation may be taken without a meeting, without notice or a vote if consents in writing are signed by the majority holders of outstanding common stock having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote are present, the undersigned being the sole and majority shareholder of Superb Acquisition, Inc., a Delaware corporation (the “Corporation”), do hereby take, ratify, affirm, and approve the following actions:
WHEREAS, Thomas DeNunzio, as sole shareholder desires to appoint and consent to Takehiro Abe as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary and Treasurer.
WHEREAS, Thomas DeNunzio, is the beneficial owner of 20,000,000 shares of common stock of the Corporation, which constitutes approximately 100% of the total issued and outstanding common stock of the Corporation;
WHEREAS, Thomas DeNunzio, has executed this consent to provide his consent as the majority shareholder to an amendment to the Certificate of Incorporation for the Corporation to change the Corporation's name; it is therefore
RESOLVED, that Takehiro Abe be appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary and Treasurer.
RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:
“FIRST: The name of the corporation shall be AIS Holdings, Inc.”
RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and directed to take all such further actions and to execute and deliver all such instruments and documents in the name and on behalf of the Corporation, and under its corporate seal or otherwise, as in their judgment shall be necessary, proper, or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.
The undersigned, being the majority shareholder of the Corporation, hereby unanimously consent to, approve, and adopt the foregoing actions as of the 18th of June, 2017, notwithstanding the actual date of the signing.
By: /s/ Thomas DeNunzio
Name: Thomas DeNunzio
Title: President and Director