Attached files
| file | filename |
|---|---|
| 8-K - China Power Equipment, Inc. | chinapower8k120309.htm |
| EX-10.1 - China Power Equipment, Inc. | ex10-1.htm |
| EX-10.3 - China Power Equipment, Inc. | ex10-3.htm |
| EX-99.1 - China Power Equipment, Inc. | ex99-1.htm |
| EX-10.2 - China Power Equipment, Inc. | ex10-2.htm |
Exhibit
3.1
ARTICLES
SUPPLEMENTARY
TO
THE ARTICLES OF INCORPOATION
OF
CHINA
POWER EQUIPMENT, INC.
China
Power Equipment, Inc., a corporation organized and existing under the laws of
the State of Maryland (the “Corporation”), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:
FIRST:
Pursuant to the authority granted to and vested in the Board of Directors of the
Corporation (the “Board of Directors”) in accordance with Article SIXTH of the
Articles of Incorporation of the Corporation, the Board of Directors took action
by unanimous written consent on November 30, 2009, classifying five million
(5,000,000) unissued shares of the par value of $0.001 per share of the
Preferred Stock of the Corporation (as defined in the Charter) as Series B
Convertible Preferred Stock by setting before the issuance of such
shares, the preferences, rights, voting powers, restrictions, limitations as to
dividends, qualification or terms of redemption of, and the conversion or other
rights, thereof as hereinafter set forth.
SECOND: A
description of the shares so classified with the preferences, conversions and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as set by the board of
directors of the Corporation is as set forth in Exhibit A attached
hereto.
THIRD: The
shares of aforesaid have been duly classified by the board of directors pursuant
to authority and power contained in the charter of the Corporation.
FOURTH: The
undersigned Secretary of the Corporation acknowledges these Articles
Supplementary to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned Chief Executive
Officer acknowledges that to the best of his knowledge, information and belief,
these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
IN
WITNESS WHEREOF, China Power Equipment, Inc., has caused these presents to be
signed in its name and on its behalf by its Chief Executive Officer and
witnessed by its Secretary on December 3, 2009.
By: /s/ Yongxing
Song
Name: Yongxing Song
Title: Chief Executive Officer
ATTESTED:
By:
/s/
Elaine Zhao
Name:
Elaine Zhao
Title:
Secretary
Exhibit
A
STATEMENT
OF DESIGNATIONS
The
Series B Convertible Preferred Stock of China Power Equipment, Inc., a Maryland
corporation (the “Company”), shall have the following preferences, voting
powers, restrictions, limitations as to dividends and such other rights as may
be afforded by law.
Section
1. Designation and
Amount. The
series of Preferred Stock, par value $0.001 per share, (the “Preferred Stock”)
shall be designated as the Company’s Series B Convertible Preferred Stock (the
“Series B Preferred Stock”) and the number of shares so designated shall be five
million (5,000,000) (which shall not be subject to increase without the consent
of all of the holders of a majority of the then outstanding shares of Series B
Preferred Stock (each a “Holder” and collectively, the
“Holders”). In the event of the conversion of shares of Series
B Preferred Stock into the Company’s Common Stock, par value $0.001 per share
(the “Common Stock”), pursuant to Section 5 hereof, or in the event
that the Company shall otherwise acquire and cancel any shares of Series B
Preferred Stock, the shares of Series B Preferred Stock so converted or
otherwise acquired and canceled shall have the status of authorized but unissued
shares of Preferred Stock, without designation as to series until such stock is
once more designated as part of a particular series by the Board of Directors of
the Company (the “Board of Directors”). In addition, if the Company
shall not issue the maximum number of shares of Series B Preferred Stock, the
Company may, from time to time, by resolution of the Board of Directors and the
approval of the Holders of a majority of the outstanding shares of Series B
Preferred Stock, reduce the number of shares of Series B Preferred Stock
authorized, provided, that no such reduction shall reduce the number of
authorized shares to a number which is less than the number of shares of Series
B Preferred Stock then issued or reserved for issuance. The number of
shares by which the Series B Preferred Stock is reduced shall have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, until such stock is once more designated as part of a particular series
by the Company’s Board of Directors.
Section
2. Rank. For
purposes of this Certificate of Designations, Preferences and Rights (the
“Certificate”), the Series B Preferred Stock shall, as to dividends or upon
liquidation, dissolution or winding up, as the case may be, if the holders of
such class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Company, as the case may be, rank senior to any other equity securities of the
Company, including all classes of the Company’s Common Stock (All of such equity
securities of the Company to which the Series B Preferred Stock ranks prior, are
at times collectively referred to herein as the "Junior Securities"). So long as
any shares of Series B Preferred Stock are outstanding, the Company shall not,
without the affirmative approval of the Holders of a majority of the shares of
the Series B Preferred Stock then outstanding, issue any class of Preferred
Stock ranking senior to the Series B Preferred Stock, as to dividends or upon
liquidation, dissolution or winding up, as the case may be, if the holders of
such class or classes shall be entitled to the receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Company.
Section
3. No
Dividend Rights. The Series B Preferred Stock shall not be entitled to
any dividends.
Section
4. Liquidation
Preference. (i) In the event of any liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary (a “Liquidation”),
the Holders of shares of Series B Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Company available for distribution
to its shareholders an amount in cash equal to one dollar twenty cents ($1.20)
for each share outstanding (the "Liquidation Amount") before any payment shall
be made or any assets distributed to the holders of any of the Junior
Securities; provided, however, that the Holders of outstanding shares of Series
B Preferred Stock shall not be entitled to receive such liquidation payment
until the liquidation payments on all outstanding shares of any other series of
the Preferred Stock having liquidation rights ranking prior to the shares of
Series B Preferred Stock shall have been paid in full. If the assets of the
Company are not sufficient to pay in full the liquidation payments payable to
the Holders of outstanding shares of Series B Preferred Stock and any
outstanding shares of any other series of the Preferred Stock having liquidation
rights on parity with the shares of Series B Preferred, then the holders of all
such shares shall share ratably in such distribution of assets in accordance
with the amount which would be payable on such distribution if the amounts to
which the Holders of outstanding shares of Series B Preferred Stock and the
holders of outstanding shares of such other series of the Preferred Stock are
entitled were paid in full. The consolidation or merger of the Company with
another entity shall not be deemed a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company and shall not give rise
to any rights provided for in this Section 4.
(ii) The
liquidation payment with respect to each fractional share of Series B Preferred
Stock outstanding or accrued but unpaid shall be equal to a ratably
proportionate amount of the liquidation payment with respect to each outstanding
share of Series B Preferred Stock.
Section
5. Conversion.
(i)
Each share of Series B Preferred Stock is convertible into one share of Common
Stock at the option of the Holders of the outstanding shares of Series B
Preferred Stock. No fractional shares of Common Stock may be
issued upon the conversion of any share or shares of the Series B
Preferred Stock into Common Stock, and the number of shares of Common Stock to
be issued shall be rounded up to the nearest whole share. In the event that no
registration statement is effective for the sale or re-sale of the Common Stock
issuable upon conversion of the Series B Preferred Stock, the Company may
deliver restricted Common Stock upon conversion. Except as set forth herein,
neither the Company nor any Holder of Series B Preferred Stock shall have the
right to convert, or require the conversion of, Series B Preferred Stock into
Common Stock or any other security or property of the Company.
Section
7. Voting Rights. The
Series B Preferred Stock shall have no voting rights except as required by law.
However, so long as any shares of Series B Preferred Stock are outstanding, the
Company shall not, without the affirmative approval of the Holders of a majority
of the shares of the Series B Preferred Stock then outstanding, (a) alter or
change adversely the powers, preferences or rights given to the Series B
Preferred Stock or alter or amend this Certificate, authorize or create any
class of stock ranking as to dividends or distribution of assets upon a
Liquidation (as defined in Section 4) senior to or otherwise pari passu with the
Series B Preferred Stock, or any series of Preferred Stock possessing greater
voting rights or the right to convert at a more favorable price than the Series
B Preferred Stock, (c) amend its certificate of incorporation or other charter
documents in breach of any of the provisions hereof, (d) increase the authorized
number of shares of Series B Preferred Stock.
ANNEX
A
NOTICE
OF CONVERSION
(TO BE
EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES B
PREFERRED STOCK)
The
undersigned hereby elects to convert the number of shares of Series B
Convertible Preferred Stock indicated below, into shares of common stock, par
value $0.001 per share (the “Common Stock”), of
China Power Equipment, Inc., a Maryland corporation (the “Company”), according
to the conditions hereof, as of the date written below. If shares are to be
issued in the name of a person other than undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the Holder for any conversion, except for
such transfer taxes, if any.
Conversion
calculations:
|
Date
to Effect Conversion:
________________________________________
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Number
of shares of Common Stock owned prior to Conversion:
______________
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Number
of shares of Series B Preferred Stock to be Converted:
________________
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Value
of shares of Series B Preferred Stock to be Converted:
__________________
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Number
of shares of Common Stock to be Issued:
__________________________
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Certificate
Number of Series B Preferred Stock attached
hereto:_________________
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Number
of Shares of Series B Preferred Stock represented by attached
certificate:_________
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Number
of shares of Series B Preferred Stock subsequent to Conversion:
________________
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[HOLDER]
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By: ________________________________________
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Name: _______________________________________
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Title: ________________________________________
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