Attached files
| file | filename |
|---|---|
| 8-K - Longhai Steel Inc. | v178718_8k.htm |
| EX-21 - Longhai Steel Inc. | v178718_ex21.htm |
| EX-2.1 - Longhai Steel Inc. | v178718_ex2-1.htm |
| EX-10.5 - Longhai Steel Inc. | v178718_ex10-5.htm |
| EX-10.2 - Longhai Steel Inc. | v178718_ex10-2.htm |
| EX-10.1 - Longhai Steel Inc. | v178718_ex10-1.htm |
| EX-10.3 - Longhai Steel Inc. | v178718_ex10-3.htm |
| EX-10.6 - Longhai Steel Inc. | v178718_ex10-6.htm |
| EX-10.8 - Longhai Steel Inc. | v178718_ex10-8.htm |
| EX-10.7 - Longhai Steel Inc. | v178718_ex10-7.htm |
| EX-10.4 - Longhai Steel Inc. | v178718_ex10-4.htm |
Exhibit
3.3
EXHIBIT
A
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
ACTION
INDUSTRIES, INC.
(Under
Section 78.1955 of the Nevada Revised Statutes)
Action Industries, Inc., a Nevada
corporation (the “Company”), hereby authorizes a series of the Company's
previously authorized 10,000,000 shares of preferred stock, par value $0.001 per
share (the “Preferred Stock”), and hereby states the designation and number of
shares, and fixes the relative rights, preferences, privileges, powers and
restrictions thereof, as follows:
SECTION 1. DESIGNATION OF
SERIES; RANK. The shares of such series shall be designated as
the "Series A Convertible Preferred Stock" (the "Preferred Stock") and the
number of shares initially constituting such series shall be up to Ten Thousand
(10,000) shares.
SECTION
2. DEFINITIONS.
For
purposes of this Designation, the following definitions shall
apply:
(a)
“Business
Day” means a day in which a majority of the banks in the State of New
York in the United States of America are open for business.
(b) “Certificate of Amendment”
means a Certificate of Amendment to the Company’s Articles of Incorporation
filed with the Secretary of State of Nevada, to effect the Reverse Split of its
outstanding Common Stock.
(c) “Common Stock” means the
Company’s US $0.001 par value common stock.
(d) “Effective Date” shall mean the
later to occur of (a) the date the Certificate of Amendment becomes effective
with the Secretary of State of Nevada; and (b) the date the Reverse Split is
effected with the Transfer Agent
(e) “Holder” shall mean the person
or entity in which the Preferred Stock is registered on the books of the
Company, which shall initially be the persons or entities which receive the
Preferred Stock in exchange for shares of Kalington Limited (“Kalington”),
pursuant to a Share Exchange Agreement between the Company, Kalington, the
shareholders of Kalington, Goodwin Ventures, Inc. and Xingtai Longhai Wire Co.,
Ltd., and shall thereafter be permitted and legal assigns which the Company is
notified of by the Holder in writing.
(f) “Restricted Shares” means
shares of the Company’s Common Stock which are restricted from being transferred
by the holder thereof unless the transfer is effected in compliance with the
Securities Act of 1933, as amended and applicable state securities laws
(including investment suitability standards, which shares shall bear the
following restrictive legend (or one substantially similar)):
"The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any
state securities act. The securities have been acquired for
investment and may not be sold, transferred, pledged or hypothecated unless (i)
they shall have been registered under the Securities Act of 1933 and any
applicable state securities act, or (ii) the corporation shall have been
furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such
acts."
(g) “Reverse Split” means a
reverse stock split of the Company’s outstanding shares of Common Stock in a
ratio of One to One Hundred Twenty-Five (1:125), which has been
approved by a majority of the Company’s voting shares (which includes the voting
rights of the Preferred Stock) subsequent to a validly filed Schedule 14A or
Schedule 14C Information Statement filing.
(h) “US$” means United States
Dollars. Unless otherwise stated all dollar amounts disclosed in this
Designation shall be in United States Dollars.
SECTION 3. LIQUIDATION
PREFERENCE. The Holders of the Preferred Stock shall not be
entitled to any liquidation preference.
SECTION 4. CONVERSION
RIGHTS. The Preferred Stock shall have the following
conversion rights (the “Conversion
Rights”):
(a) Automatic
Conversion.
(i) Upon
the Effective Date of the Reverse Split (the “Automatic Conversion Date”),
each share of Preferred Stock will automatically convert into shares of the
Company’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the
rate of Nine Hundred Eighty-Five (985) post-Reverse Split shares of the
Company’s Common Stock for each One (1) share of Preferred Stock held by each
Holder (the “Conversion
Rate”), without any required action by the Holder thereof. As
soon as practicable after the Automatic Conversion, each stock certificate (if
any) evidencing ownership of the Preferred Stock shares (the “Preferred Stock
Certificate(s)”), shall be surrendered to the Company for exchange by the
Holders thereof. Upon receipt of the Preferred Stock Certificates,
duly endorsed, or certifications confirming the ownership of such Preferred
Stock, the Company (itself, or through its transfer agent) shall promptly
issue to the exchanging stockholder that number of shares of Common Stock
issuable upon conversion of such shares of Preferred Stock being converted,
under the Conversion Rate (the “Conversion Shares”). All
Common Stock issued to the exchanging stockholders will be issued as Restricted
Shares.
(ii) In
the event that the Preferred Stock Certificates are not surrendered to the
Company within Five (5) Business Days of the Automatic Conversion Date, each
Preferred Stock Certificate shall automatically, and without any required action
by the Holders thereof be cancelled and terminated and the Conversion Shares
shall be issued to the prior Holders of the Preferred Stock Certificates
pursuant to and in connection with the Conversion Rate and mailed to such
Holders at their address of record as provided by such Holders to the
Company. All Common Stock issued to the exchanging stockholders will
be issued as Restricted Shares.
(b) Taxes. The
Company shall not be required to pay any tax which may be payable in respect to
any transfer involved in the issue and delivery of shares of Common Stock upon
conversion in a name other than that in which the shares of the Preferred Stock
so converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue or delivery has paid to the Company
the amount of any such tax, or has established, to the satisfaction of the
Company, that such tax has been paid.
(c) No
Impairment. The Company will not through any reorganization, transfer of assets,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in
the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of Preferred Stock against
impairment. Notwithstanding the foregoing, nothing in this Section 4 shall
prohibit the Company from amending its Articles of Incorporation with the
requisite consent of its stockholders and the Board of Directors.
(d) Fractional
Shares. If any conversion of Preferred Stock would result
in the issuance of a fractional share of Common Stock (aggregating an individual
stockholder’s shares of Preferred Stock being converted pursuant to the
Automatic Conversion), such fractional share shall be rounded to one whole share
of Common Stock.
(e) Reservation
of Stock Issuable Upon Conversion. Following the Reverse Split, the Company
shall reserve and keep available out of its authorized but unissued shares of
Common Stock solely for the purpose of effecting the conversion of the shares of
the Preferred Stock, such number of its shares of Common Stock as shall be
sufficient to effect conversion of all of the then outstanding shares of the
Preferred Stock.
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SECTION 5.
VOTING. The shares of Preferred Stock shall have the same
voting rights as those accruing to the Common Stock and shall vote that number
of voting shares as are issuable upon conversion of such Preferred Stock that
any Holder holds as of the record date of any such vote based on the Conversion
Ratio divided by the Reverse Split (to retroactively take into account the
Reverse Split). For example, assuming One Hundred (100) shares of
Preferred Stock are issued and outstanding on the record date for any
stockholder vote, such shares, voting in aggregate, shall vote a total of Twelve
Million Three Hundred Twelve Thousand Five Hundred (12,312,500)
voting shares – The One Hundred (100) Preferred Stock shares multiplied by the
Conversion Ratio (985 for 1)[ 985/1 = 985] divided by the Reverse Split
(1:125)[1/125] = Twelve Million Three Hundred Twelve Thousand Five Hundred
(12,312,500). The voting rights of the Preferred Stock shall be
applicable regardless of whether the Company has a sufficient number of
authorized but unissued shares of Common Stock then available to affect an
Automatic Conversion.
SECTION 6.
DIVIDENDS. The holders of the Preferred Stock shall not be
entitled to receive dividends paid on the Common Stock and the Preferred Stock
shall not accrue any dividends.
SECTION 7. REDEMPTION
RIGHTS. The shares of Series A Preferred Stock shall not have
or be subject to any redemption rights.
SECTION
8. PROTECTIVE PROVISIONS.
Subject
to the rights of series of Preferred Stock which may from time to time come into
existence, so long as any shares of Series A Preferred Stock are outstanding,
this Company shall not without first obtaining the approval (by written consent,
as provided by law) of the holders of a majority of the then outstanding shares
of Preferred Stock, voting together as a class:
(a) Increase
or decrease (other than by conversion) the total number of authorized shares of
Series A Preferred Stock;
(b) Effect
an exchange, reclassification, or cancellation of all or a part of the Series A
Preferred Stock, including a reverse stock split (other than the Reverse Split),
but excluding a stock split, so long as the Series A Preferred Stock’s
Conversion Rights are not diminished in connection therewith;
(c) Effect
an exchange, or create a right of exchange, of all or part of the shares of
another class of shares into shares of Series A Preferred Stock other than as
provided herein or in any Share Exchange Agreement or related document entered
into between the Company and the Holders; or
(d) Alter
or change the rights, preferences or privileges of the shares of Series A
Preferred Stock so as to affect adversely the shares of such series, including
the rights set forth in this Designation.
SECTION 9. PREEMPTIVE
RIGHTS. Holders of Preferred Stock and holders of Common Stock
shall not be entitled to any preemptive, subscription or similar rights in
respect to any securities of the Company, except as specifically set forth
herein or in any other document agreed to by the Company.
SECTION 10. REPORTS. The
Company shall mail to all holders of Preferred Stock those reports, proxy
statements and other materials that it mails to all of its holders of Common
Stock.
SECTION 11. NOTICES. In
addition to any other means of notice provided by law or in the Company's
Bylaws, any notice required by the provisions of this Designation to be given to
the Holders of Preferred Stock shall be deemed given if deposited in the United
States mail, postage prepaid, and addressed to each Holder of record at such
Holder's address appearing on the books of the Company.
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