Attached files
| file | filename |
|---|---|
| S-1 - Jintai Mining Group, Inc. | v193269_s1.htm |
| EX-1.2 - Jintai Mining Group, Inc. | v193269_ex1-2.htm |
| EX-3.2 - Jintai Mining Group, Inc. | v193269_ex3-2.htm |
| EX-5.1 - Jintai Mining Group, Inc. | v193269_ex5-1.htm |
| EX-23.1 - Jintai Mining Group, Inc. | v193269_ex23-1.htm |
| EX-10.9 - Jintai Mining Group, Inc. | v193269_ex10-9.htm |
| EX-10.1 - Jintai Mining Group, Inc. | v193269_ex10-1.htm |
| EX-21.1 - Jintai Mining Group, Inc. | v193269_ex21-1.htm |
| EX-10.2 - Jintai Mining Group, Inc. | v193269_ex10-2.htm |
| EX-10.5 - Jintai Mining Group, Inc. | v193269_ex10-5.htm |
| EX-10.3 - Jintai Mining Group, Inc. | v193269_ex10-3.htm |
| EX-10.8 - Jintai Mining Group, Inc. | v193269_ex10-8.htm |
| EX-10.10 - Jintai Mining Group, Inc. | v193269_ex10-10.htm |
| EX-23.3 - Jintai Mining Group, Inc. | v193269_ex23-3.htm |
| EX-10.4 - Jintai Mining Group, Inc. | v193269_ex10-4.htm |
CERTIFICATE
OF INCORPORATION
OF
JINTAI
MINING GROUP, INC.
FIRST: The name of the
corporation is Jintai Mining Group, Inc. (the “Corporation”).
SECOND: The address of the
registered office of the Corporation in the State of Delaware is 615 S. Dupont
Highway, in the City of Dover, County of Kent. The name of its
registered agent at such address is National Corporate Research,
Ltd.
THIRD: The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the “General Corporation Law”).
FOURTH: The
total number of shares of all classes of stock which the Corporation shall have
authority to issue is (1) 100,000,000 shares of Common Stock, $0.0001 par value
per share (“Common Stock”) ( the “Common Stock”), and (2) 1,000,000 shares of
blank check preferred stock, $0.0001 par value per share (the “Preferred
Stock”).
FIFTH: The Preferred Stock
may be issued from time to time in one or more series. The board of directors of
the Corporation (“Board of Directors”) is hereby expressly authorized to
provide, by resolution or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the designation and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to,
determining the following:
(a)
the designation of such series, the number of shares to constitute such series
and the stated value if different from the par value thereof;
(b)
whether the shares of such series shall have voting rights, in addition to any
voting rights provided by law, and, if so, the terms of such voting rights,
which may be general or limited;
(c)
the dividends, if any, payable on such series, whether any such dividends shall
be cumulative, and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares of stock of any
other class or any other series of Preferred Stock;
(d)
whether the shares of such series shall be subject to redemption by the
corporation, and, if so, the times, prices and other conditions of such
redemption;
(e)
the amount or amounts payable upon shares of such series upon, and the rights of
the holders of such series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the assets, of the
Corporation;
(f)
whether the shares of such series shall be convertible into, or exchangeable
for, shares of stock of any other class or any other series of Preferred Stock
or any other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any
other terms and conditions of conversion or exchange;
(g)
the limitations and restrictions, if any, to be effective while any shares of
such series are outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Corporation of, the Common Stock or shares of stock of any other class or any
other series of Preferred Stock;
(h)
the conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other series of Preferred Stock or of any other
class; and
(i)
any other powers, preferences and relative, participating, optional and other
special rights, and any qualifications, limitations and restrictions,
thereof.
The
powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
outstanding. All shares of any one series of Preferred Stock shall be identical
in all respects with all other shares of such series, except that shares of any
one series issued at different times may differ as to the dates from which
dividends thereof shall be cumulative.
SIXTH: In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, alter or repeal the by-laws of the
Corporation.
SEVENTH: Elections of directors need
not be by written ballot unless the by-laws of the Corporation shall so
provide.
EIGHTH: The Corporation reserves the
right to amend, alter, change or repeal any provision contained in this
certificate of incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
NINTH: No officer or director of this
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as an officer or director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended. Any amendment, modification, or
repeal of the foregoing sentence shall not adversely affect any right or
protection of an officer or director of the Corporation hereunder in respect of
any act or omission occurring prior to the time of such amendment, modification,
or repeal.
TENTH:
The name and address of the incorporator is Joan Wu, Esq., c/o Gersten Savage
LLP, 600 Lexington Avenue, 9th Floor,
New York, NY 10022.
I, the undersigned, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file and
record this Certificate, and do certify that the facts herein stated are true,
and I have accordingly hereunto set my hand this 11th day
of June, 2010.
|
/s/ Joan
Wu
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Incorporator
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