Attached files
| file | filename |
|---|---|
| S-1 - A.G. Volney Center, Inc | v196530_s1.htm |
| EX-3.2 - A.G. Volney Center, Inc | v196530_ex3-2.htm |
| EX-10.9 - A.G. Volney Center, Inc | v196530_ex10-9.htm |
| EX-10.8 - A.G. Volney Center, Inc | v196530_ex10-8.htm |
| EX-14.1 - A.G. Volney Center, Inc | v196530_ex14-1.htm |
| EX-23.1 - A.G. Volney Center, Inc | v196530_ex23-1.htm |
| EX-99.1 - A.G. Volney Center, Inc | v196530_ex99-1.htm |
| EX-99.3 - A.G. Volney Center, Inc | v196530_ex99-3.htm |
| EX-21.1 - A.G. Volney Center, Inc | v196530_ex21-1.htm |
| EX-10.10 - A.G. Volney Center, Inc | v196530_ex10-10.htm |
| EX-10.11 - A.G. Volney Center, Inc | v196530_ex10-11.htm |
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
BUDDHA
STEEL, INC.
FIRST.
The name of this corporation shall be:
BUDDHA
STEEL, INC.
SECOND. Its
registered office in the State of Delaware is to be located at 2711 Centerville
Road, Suite 400, in the City of Wilmington, County of New Castle 19808 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 aggregate number of shares that the Corporation shall have the authority to
issue is 110,000,000 shares of capital stock, of which 100,000,000 shares are
Common Stock, $0.001 par value, per share (the “Common Stock”) and
10,000,000 shares of preferred stock, $0.001 par value, per share as blank
check preferred stock, par value of $.001 per share, the voting powers,
designations, preferences and other special rights, and qualifications,
limitations and restrictions of which may be established from time to time by
the Board of Directors of the Company without approval of the stockholders and
which may be issued in one or more series (“Blank Check Preferred Stock”).
Effective as of the date hereof the outstanding shares of common stock of the
Corporation shall be combined on the basis that 186 of such shares of common
stock shall become one (1) share of common stock without changing the par value
of the shares of the Corporation (the “Reverse Split”); provided that no
fractional shares of the Corporation shall be issued in connection with the
Reverse Split and the number of shares to be received by a stockholder shall be
rounded up to the nearest whole number of shares in the event that such
stockholder would otherwise be entitled to receive a fractional share as a
result of the Reverse Split.
FIFTH.
The name and address of the incorporator is as follows:
Monica A.
Rossi
Corporation
Service Company
1013
Centre Road
Wilmington,
DE 19805
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
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 affect on the liability or alleged liability or
any director or the Corporation for or with respect to any acts
or omissions of such director occurring prior to such
amendment.
IN
WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed this 7th day of
June, 2010.
| By: |
/s/
Hongzhong
Li
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Hongzhong
Li, Chief Executive Officer
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