Attached files
| file | filename |
|---|---|
| EX-3.3 - BYLAWS OF TMSR NEVADA - Code Chain New Continent Ltd | f8k062018ex3-3_tmsrhold.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED JUNE 20, 2018 BY AND BETWEEN TMSR DELAWARE A - Code Chain New Continent Ltd | f8k062018ex2-1_tmsrhold.htm |
| EX-3.2 - AMENDMENT TO THE ARTICLES OF INCORPORATION OF TMSR NEVADA - Code Chain New Continent Ltd | f8k062018ex3-2_tmsrhold.htm |
| 8-K - CURRENT REPORT - Code Chain New Continent Ltd | f8k062018b_tmsrholding.htm |
Exhibit 3.1
 |
BARBARA K. CEGAVSKE | |||
| Secretary of State | ||||
| 202 North Carson Street | ||||
| Carson City, Nevada 89701-4201 | Filed in the office of | Document Number | ||
| (775) 684-5708 | /s/ Barbara K. Cegavske | 20180139516-56 | ||
| Website: www.nvsos.gov | Barbara K. Cegavske | Filing Date and Time | ||
| Secretary of State | 03/28/2018 9:06 AM | |||
| State of Nevada | Entity Number | |||
| Articles of Incorporation | E0161102018-0 | |||
| (PURSUANT TO NRS CHAPTER 78) | ||||
| USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 1. Name of Corporation: | TMSR Holding Company Limited |
| 2. Registered Agent for Service of Process: (check only one box) | ☒ Commercial Registered Agent: | Vcorp Services, LLC | ||||
☐ Noncommercial Registered Agent (name and address below) |
Name OR ☐ |
Office or Position with Entity (name and address below) | ||||
| Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity | ||||||
| Nevada | ||||||
| Street Address | City | Zip Code | ||||
| Nevada | ||||||
| Mailing Address (if different from street address) | City | Zip Code | ||||
| 3.
Authorized Stock: |
||||||||||||
| (number of shares corporation is authorized to issue) | Number of shares | Par value | Number of shares | |||||||||
| with par value: | 110,000,000 | per share: $ | 0.0001 | without par value: | ||||||||
| 4. Names and Addresses of the Board of Directors/ Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees) | 1) | Jiazhen Li | |||||||
| Name | |||||||||
| No. 21 Jiefang Avenue, Qiaokou District | Wuhan, Hubei | CN | |||||||
| Street Address | City | State | Zip Code | ||||||
| 2) | |||||||||
| Name | |||||||||
| Street Address | City | State | Zip Code | ||||||
| 5. Purpose: (optional; | The purpose of the corporation shall be: | 6. Benefit Corporation: | |
| required only if Benefit Corporation status selected) | (see instructions) ☐ Yes | ||
| 7. Name, Address and Signature of Incorporator: (attach additional page if more than one incorporator) | I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or false or forged instrument for filing in the office of the Secretary of State. | ||
| Zixuan Liu, Esq. | X | Zixuan Liu, Esq. | ||||
| Name | Incorporator Signature | |||||
| 1450 Broadway | New York | NY | 10018 | ||||||
| Address | City | State | Zip Code |
| 8. Certificate of | I hereby accept appointment as Registered Agent for the above named Entity. | |||||
| Acceptance of | ||||||
| Appointment of | X | Vcorp Services, LLC | 3/28/2016 | |||
| Registered Agent: | Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity | Date | ||||
| This form must be accompanied by appropriate fees. | Nevada Secretary of State NRS 78 Articles |
| Revised: 1-5-15 |
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
TMSR HOLDING COMPANY LIMITED
This Articles of Incorporation of TMSR Holding Company Limited (the “Corporation”) are hereby supplemented with following additions to Articles 3 and additional Articles 8-12.
ARTICLE 3 — AUTHORIZED STOCK
The aggregate number of shares which the Corporation shall have the authority to issue is 100,000,000 shares of Common Stock, $0.0001 par value per share, and 10,000,000 shares of Preferred Stock, $0.0001 par value per share. All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall have authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the Nevada Revised Statutes.
ARTICLE 8 — AMENDMENT OF BYLAWS
The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal the Bylaws of the Corporation, except to the extent that the Bylaws otherwise provide.
ARTICLE 9 — INDEMNIFCATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statues as such statutes may be amended from time to time.
ARTICLE 10 — LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or any of its stockholders for damages for any breach of fiduciary duty as a director or officer, provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve international misconduct, fraud or a knowing violation of law, or (ii) for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article 10 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
ARTICLE 11 — ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by a successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 11 shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.
ARTICLE 12 — COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the terms and provisions of Section 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 12 shall apply to or have any effect on any transaction with an interested stockholder occurring prior to such amendment or repeal.
CORPORATE CHARTER
I, Barbara K. Cegavske, the duly elected and qualified Nevada Secretary of State, do hereby certify that TMSR HOLDING COMPANY LIMITED., did on March 28, 2018, file in this office the original Articles of Incorporation; that said Articles of Incorporation is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.
|
Certified By: Edgar Carrasco Certificate Number: C20180328-0791 |
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on April 2, 2018.
/s/ Barbara K. Cegavske Barbara
K. Cegavske |
| (PROFIT) INITIAL/ANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: | ENTITY NUMBER |
| TMSR Holding Company Limited |
NAME OF CORPORATION
FOR THE FILING PERIOD OF TO |
| USE BLACK INK ONLY- DO NOT HIGHLIGHT |
| ☐ | Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy will be sent to registered agent.) | Filed in the office of | Document Number | |
| /s/ Barbara K. Cegavske | 20180139517-67 | |||
| IMPORTANT: Read instructions before completing and returning this form. | Barbara K. Cegavske | Filing Date and Time | ||
| Secretary of State | 03/28/2018 9:06 AM | |||
| 1. | Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED. | State of Nevada | Entity Number E0161102018-0 | |
| 2. | If there are additional officers, attach a list of them to this form. | |||
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||||
| 3. | Return the completed form with the filing fee. Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corporations. A $75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year. |
| 4. | State business license fee is $500.00/$200.00 for Professional Corporations filed pursuant to NRS Chapter 89. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline. |
| 5. | Make your check payable to the Secretary of State. |
| 6. | Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. |
| 7. | Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701-4201, (775) 684-5708. |
| 8. | Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties. Failure to include annual list and business license fees will result in rejection of filing. |
| CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW | |||
| ☐ Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. Exemption code: | NRS 76.020 Exemption Codes | ||
| NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to attach the Declaration of Eligibility form will result in rejection, which could result in late fees. |
001 - Governmental Entity 006 - NRS 680B.020 Insurance Co. | ||
| ☐ This corporation is a publicly traded corporation. The Central Index Key number is: | |||
| ☐ This publicly traded corporation is not required to have a Central Index Key number. | |||
| NAME | TITLE(S) |
| Xiaonian Zhang | PRESIDENT (OR EQUIVALENT OF) |
| ADDRESSü | CITY | STATE | ZIP CODE |
| No. 21 Jiefang Avenue , Qiaokou District | Wuhan, Hubei | CN |
| NAME | TITLE(S) |
| Xiaoyan Shen | SECRETARY (OR EQUIVALENT OF) |
| ADDRESS | CITY | STATE | ZIP CODE |
| A- 101 98 Huanghai Road TEDA | Tianjin | CN |
| NAME | TITLE(S) |
| Xiaoyan Shen | TREASURER (OR EQUIVALENT OF) |
| ADDRESS | CITY | STATE | ZIP CODE |
| A- 101 98 Huanghai Road TEDA | Tianjin | CN |
| NAME | TITLE(S) |
| Jiazhen Li | DIRECTOR |
| ADDRESS | CITY | STATE | ZIP CODE |
| No. 21 Jiefang Avenue , Qiaokou District | Wuhan, Hubei | CN |
None of the officers or directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct.
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
| Title | Date | ||
| X Jiazhen Li | Director | 3/28/2018 | |
| Signature of Officer or | |||
| Other Authorized Signature | Nevada
Secretary of State List Profit Revised 7-1-15 | ||
NEVADA STATE BUSINESS LICENSE
TMSR HOLDING COMPANY LIMITED
Nevada Business Identification # NV20181232519
Expiration Date: March 31, 2019
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.
 |
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on April 2, 2018
/s/ Barbara K. Cegavske Barbara K. Cegavske Secretary of State |
You may verify this license at www.nvsos.gov under the Nevada Business Search.
License
must be cancelled on or before its expiration date if business activity ceases.
Failure to do so will result in late fees or penalties
which by law cannot be waived.