Attached files

file filename
EX-3.3 - BYLAWS OF TMSR NEVADA - Code Chain New Continent Ltdf8k062018ex3-3_tmsrhold.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED JUNE 20, 2018 BY AND BETWEEN TMSR DELAWARE A - Code Chain New Continent Ltdf8k062018ex2-1_tmsrhold.htm
EX-3.1 - ARTICLES OF INCORPORATION OF TMSR NEVADA - Code Chain New Continent Ltdf8k062018ex3-1_tmsrhold.htm
8-K - CURRENT REPORT - Code Chain New Continent Ltdf8k062018b_tmsrholding.htm

Exhibit 3.2

 

 

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  20180186527-70
Website: www.nvsos.gov   Barbara K. Cegavske  Filing Date and Time
      Secretary of State 04/25/2018 2:15 PM
    State of Nevada Entity Number
Certificate of Amendment     E0161102018-0
(PURSUANT TO NRS 78.385)      
       

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE FOR  OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporation

(Pursuant to NRS 78.380 - Before Issuance of Stock)

 

1. Name of the corporation:

TMSR Holding Company Limited

 

2. The articles have been amended as follows (provide article number if available):

Article 3 Authorized Stock shall be amended as follows:

 

The aggregate number of shares which the Corporation shall have the authority to issue is 200,000,000 shares of Common Stock, $0.0001 par value per share, and 10,000,000 shares of Preferred Stock, $0.0001 par value per share.

 

The remaining provisions of Article 3 shall remain the same.

 

 

3. The undersigned declare that they constitute at least two-thirds of the following:

 

(check only one box) ☒ incorporators  ☐ board of directors 

 

4. Effective date of filing: (optional)           Date:                  Time:  
(must not be later than 90 days after the certificate is filed)

 

5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

 

6. Signature: (if more than two signatures, attach an 8 1/2” x 11” plan sheet with the additional signatures.)
 

 

  X
Authorized Signature   Authorized Signature

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-Before
  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 200,000,000 shares of Common Stock, $0.0001 par value per share, and 20,000,000 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.