Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - ARTCRAFT V INC | artcraft_8k-123109.htm |
| EX-2.1 - INSTRUMENT OF TRANSFER - ARTCRAFT V INC | ex_2-1.htm |
| EX-3.2 - AMENDED AND RESTATED BYLAWS - ARTCRAFT V INC | ex_3-2.htm |
| EX-3.1 - CERTIFICATE OF OWNERSHIP AND MERGER - ARTCRAFT V INC | ex_3-1.htm |
| EX-21.1 - SUBSIDIARIES OF THE COMPANY - ARTCRAFT V INC | ex_21-1.htm |
Exhibit
3.3
RESTATED
CERTIFICATE
OF INCORPORATION
OF
FIRST
CAPITAL CHINA CORPORATION
First
Capital China Corporation, a corporation organized and existing under the laws
of the State of Delaware (hereinafter referred to as the “Corporation”), hereby
certifies as follows:
1. The
name of the Corporation is First Capital China Corporation. The name
under which the Corporation was originally incorporated is Artcraft V, Inc. and
the date of filing the original certificate of incorporation of the Corporation
with the Secretary of State of Delaware was June 7, 2004.
2. This
Restated Certificate of Incorporation restates the Corporation’s Certificate of
Incorporation to reflect the change to the Corporation’s name from Artcraft V,
Inc., to First Capital China Corporation which occurred pursuant to and in
connection with the merger of First Capital China Corporation, a wholly-owned
subsidiary of the Corporation, with and into the Corporation.
3. This
Restated Certificate of Incorporation was duly adopted in accordance with the
provisions of Sections 245 and 253 of the Delaware General Corporation
Law. This Restated Certificate of Incorporation does not amend the
provisions of the Corporation's Certificate of Incorporation as heretofore
amended or supplemented, and there is no discrepancy between those provisions
and the provisions of this Restated Certificate of Incorporation, which only
restates and integrates the provisions of the Corporation's Certificate of
Incorporation as follows:
FIRST:
The name of the corporation is:
First
Capital China Corporation
SECOND:
Its registered office in the State of Delaware is to be located at 2771
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and
its registered agent at such address is CORPORATION SERVICE
COMPANY.
THIRD:
The purpose or purposes of the corporation shall be:
To engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH:
The total number of shares of stock, which this corporation is authorized to
issue is One Hundred Ten Million (110,000,000) of which One Hundred Million
(100,000,000) shares shall be Common Stock and Ten Million (10,000,000) shall be
Preferred Stock all with a par value of .001 per share.
FIFTH:
The name and address of the incorporator is as follows:
Jill E.
Cilmi
2711
Centerville Road
Suite
400
Wilmington,
Delaware 19808
SIXTH:
The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.
SEVENTH:
No director shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable to
the extent provided by applicable law, (i) for breach of the director’s duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
[SIGNATURES
ON FOLLOWING PAGE]
-2-
IN
WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by Li
Te Xiao, its Sole Director, this 29th day
of December, 2009.
FIRST
CAPITAL CHINA CORPORATION
By: /s/ Li Te
Xiao
Name: Li
Te Xiao
Title: Sole
Director
-3-