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8-K - CURRENT REPORT - TD Holdings, Inc.ea139739-8k_tdholdings.htm

Exhibit 3.01

 

 State of Delaware
Secretary of State
Division of Corporations
Delivered 12:20 PM 04/05/2021
FILED 12:20 PM 04/05/2021
SR 20211172341 - File Number 5082308

 

CERTIFICATE OF AMENDMENT OF

 

CERTIFICATE OF INCORPORATION OF

 

TD HOLDINGS, INC.

 

Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

 

The undersigned, being a duly authorized officer of Bat Group, Inc. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FOURTH thereof in its entirety and inserting the following in lieu thereof, which will become effective on April 20, 2021:

 

“Fourth: The total number of shares which the Corporation shall have the authority to issue is Six Hundred and Fifty Million (650,000,000) shares of two classes of capital stock to be designated respectively preferred stock (“Preferred Stock”) and common stock (“Common Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is 600,000,000 shares, par value $0.001 per share. The total number of shares of Preferred Stock the Corporation shall have authority to issue is 50,000,000 shares, par value $0,001 per share. The Preferred Stock authorized by this Certificate of Incorporation may be issued in series. The Board of Directors is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series including, but not limited to:

 

(1) the designation of each series and the number of shares that shall constitute the series;

 

(2) the rate of dividends, if any, payable on the shares of each series, the time and manner of payment and whether or not such dividends shall be cumulative;

 

(3) whether shares of each series may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

 

(4) sinking fund provisions, if any, for the redemption or purchase of shares of each series which is redeemable;

 

(5) the amount, if any, payable upon shares of each series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the manner and preference of such payment; and

 

(6) the voting rights, if any, in the shares of each series and any conditions upon the exercising of such rights.”

 

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 and 228 (by the written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

 

  TD HOLDINGS, INC.
     
Date: April 5, 2021 By: /s/ Renmei Ouyang
  Name:  Renmei Ouyang
  Title: Chief Executive Officer