Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Rodobo International Inc | rodo_8k.htm |
| EX-10.1 - EXHIBIT 10.1 - Rodobo International Inc | rodo_ex10x1.htm |
| EX-10.2 - EXHIBIT 10.2 - Rodobo International Inc | rodo_ex10x2.htm |
| EX-10.8 - EXHIBIT 10.8 - Rodobo International Inc | rodo_ex10x8.htm |
| EX-10.7 - EXHIBIT 10.7 - Rodobo International Inc | rodo_ex10x7.htm |
| EX-10.6 - EXHIBIT 10.6 - Rodobo International Inc | rodo_ex10x6.htm |
| EX-99.1 - EXHIBIT 99.1 - Rodobo International Inc | rodo_ex99x1.htm |
| EX-10.4 - EXHIBIT 10.4 - Rodobo International Inc | rodo_ex10x4.htm |
| EX-10.5 - EXHIBIT 10.5 - Rodobo International Inc | rodo_ex10x5.htm |
| EX-10.3 - EXHIBIT 10.3 - Rodobo International Inc | rodob_ex10x3.htm |
Exhibit 3.1
|
Filed in the
office of
/s/
Ross Miller
Ross Miller
Secretary of
State
State of Neveda
|
Document
Number
20100075627-70
|
|
Filing Date
and Time
02/05/2010
11:00 AM
|
|
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Entity
Number
C2229-2002
|
ROSS
MILLER
Secretary of
State
206 North Carson
Street
Carson City, Nevada
89701-4299
(775) 684
5708
Website: secretaryofstate.biz
| Certificate of Designation | |
| (PURSUANT TO NRS 78-1955) |
USE BLACK INK ONLY-DO NOT HIGHLIGHT
ABOVE SPACE FOR OFFICE USE ONLY
Certificate of Designation for
Nevada Profit Corporations
(Pursuant to NRS 788)
1.
Name of corporation:
Rodobo
International, Inc.
2.
By resolution of the board of directors pursuant to a provision in the articles
of incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock.
It
is in the best interest of the Corporation to create a Class of Preferred Stock
known as the Series A Preferred Stock with such rights, designations, and
preferences as set forth in the form attached titled CERTIFICATE OF DESIGNATIONS
PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF RODOBO INTERNATIONAL,
INC.
3.
Effective date of filing: (optional)
(must
not be later than 90 days after the certificate is filed)
4.
Signature: (required)
X /s/ Yanbin Wang
Signature
of Officer
Filing
Fee: $175.00
Important:
Failure to include any of the above information and submit with the proper fees
may cause this filing to be rejected.
CERTIFICATE
OF DESIGNATIONS, PREFERENCES
AND
RIGHTS OF SERIES A PREFERRED STOCK
Of
RODOBO
INTERNATIONAL, INC.
Pursuant
to Section 78.1955 of the
Nevada
Revised Statutes
Rodobo
International, Inc., a corporation organized and existing under the Nevada
Revised Statutes of the State of Nevada (the “Company”), DO HEREBY
CERTIFY:
Pursuant
to authority expressly granted and vested in the Board of Directors of the
Company by the provisions of the Company’s Articles of Incorporation, as
amended, the Board of Directors adopted the following resolution on February 5,
2010 (i) designating a series of the Company’s previously authorized
preferred stock, par value $.0001 per share (the “Preferred Stock”), and (ii)
providing for the designations, preferences and relative, participating,
optional or other rights, and the qualifications, limitations or restrictions
thereof, of 2,000,000 shares of Series A Preferred Stock of the Company, as
follows:
RESOLVED, that pursuant to the
authority vested in the Board of Directors of the Company by the provisions of
the Company’s Articles of Incorporation, as amended, a series of Preferred Stock
of the Company be, and it hereby is, created out of the 30,000,000 authorized
but unissued shares of Preferred Stock of the Company and such series to be
designated series A preferred stock (the “Series A Preferred Stock”), to
consist of 2,000,000 shares, par value $.0001 per share, which shall have the
following preferences, powers, designations and other special
rights:
|
1.
|
Voting.
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(a)
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General Voting
Rights. The holders of Series A Preferred Stock shall vote together
with the holders of the common stock, $.0001 par value, of the Company
(“Common Stock”)
as one class except those set forth below in Section 1 (b), as to which
the Series A Preferred Stock will be entitled to vote separately as a
class. Each issued and outstanding share of Series A Preferred Stock shall
have 6 votes on all matters submitted to the stockholders of the Company.
In any vote or action of the holders of the Series A Preferred Stock
voting together as a separate class required by law or as set forth below
in Section 1 (b), each share of issued and outstanding Series A Preferred
Stock shall entitle the holder thereof to one
vote.
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(b)
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Class Voting
Rights. The Series A Preferred Stock shall have the following class
voting rights (in addition to the voting rights set forth in Section 1(a)
hereof). So long as any share of the Series A Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or
consent of the holders of a majority of the shares of the Series A
Preferred Stock outstanding at the time (the “Majority Holders”),
given in person or by proxy, either in writing or at a meeting in which
the holders of the Series A Preferred Stock vote separately as a
class:
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(i)
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authorize,
create, issue or increase the authorized or issued amount of any class or
series of Preferred Stock, including any other security convertible into
or exercisable for any other equity security, which class or series, in
any such case, ranks pari passu or senior to the Series A Preferred Stock,
with respect to the voting rights;
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(ii)
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amend,
alter or repeal the provisions of the Series A Preferred Stock, whether by
merger, consolidation or otherwise amend the Articles of Incorporation,
By-Laws of the Company or this Certificate of Designations, Preferences,
and Rights of Series A Preferred Stock (the “Certificate of
Designations”), so as to adversely affect the voting power of the
Series A Preferred Stock, or issue additional shares of Series A Preferred
Stock;
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(iii)
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purchase
or otherwise acquire any share or shares of Preferred Stock or Common
Stock (or pay into or set aside for a sinking fund for such purpose);
provided, however, that this restriction shall not apply to the repurchase
of shares of Common Stock from employees, officers, directors, consultants
or other persons performing services for this Company or any subsidiary
pursuant to agreements under which this Company has the option to
repurchase such shares at cost or at cost upon the occurrence of certain
events, such as the termination of employment;
or
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(iv)
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reclassify
the Company’s outstanding
securities.
|
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2.
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Dividends. The
Series A Preferred Stock shall not accrue, earn, or participate in any
dividends.
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3.
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Liquidation
Preference. The Series A Preferred Stock shall not have a
liquidation preference.
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4.
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No Redemption.
The Series A Preferred Stock shall not be subject to redemption by the
Company.
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5.
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Conversion. The
Series A Preferred Stock shall not have any conversion
rights.
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6.
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No Preemptive
Rights. No holder of the Series A Preferred Stock shall be entitled
to rights to subscribe for, purchase or receive any part of any new or
additional shares of any class, whether now or hereinafter authorized, or
of bonds or debentures, or other evidences of indebtedness convertible
into or exchangeable for shares of any
class.
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7.
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No Reissuance of
Series A Preferred Stock. No share or shares of Series A Preferred
Stock acquired by the Company by reason of purchase or otherwise shall be
reissued, and all such shares of Series A Preferred Stock shall be
cancelled, retired and eliminated from the shares of Series A Preferred
Stock, as applicable, which the Company shall be authorized to issue. Any
such shares of Series A Preferred Stock acquired by the Company shall have
the status of authorized and unissued shares of Preferred Stock issuable
and may be redesignated and reissued in any series other than as Series A
Preferred Stock.
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8.
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Record Owner.
The Company may deem the person in whose name shares of Series A
Preferred Stock shall be registered upon the registry books of the Company
to be, and may treat him as, the absolute owner of the Series A Preferred
Stock for the purposes of conversion and for all other purposes, and the
Company shall not be affected by any notice to the
contrary.
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9.
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Register. The
Company shall maintain a transfer agent, which may be the transfer agent
for the Common Stock or the Company itself, for the registration of the
Series A Preferred Stock. Upon any transfer of shares of Series
A Preferred Stock in accordance with the provisions hereof, the Company
shall register or cause the transfer agent to register such transfer on
the stock register.
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IN WITNESS WHEREOF, the
Company has caused this Certificate of Designations to be duly executed by its
Chief Executive Officer this 5th day of February 2010.
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By:
|
/s/ Yanbin Wang | |
| Name: Yanbin Wang | |||
| Title: Chief Executive Officer | |||
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By:
|
/s/ Xiuzhen Qiao | |
| Name: Xiuzhen Qiao | |||
| Title: Chief Financial Officer | |||