Attached files
| file | filename |
|---|---|
| 8-K - UAN CULTURAL & CREATIVE CO., LTD. | v198660_8-k.htm |
| EX-16.1 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex16-1.htm |
| EX-10.5 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex10-5.htm |
| EX-10.4 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex10-4.htm |
| EX-10.3 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex10-3.htm |
| EX-10.1 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex10-1.htm |
| EX-10.2 - UAN CULTURAL & CREATIVE CO., LTD. | v198660_ex10-2.htm |
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
GOOD
HARBOR PARTNERS ACQUISITON CORP.
(Pursuant
to Section 242 of
the
Delaware General Corporation Law)
Good
Harbor Partners Acquisition Corp. (the "Corporation "), a corporation organized
and existing under and by virtue of the Delaware General Corporation Law (the
"DGCL "), does hereby certify that:
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1.
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The
Board of Directors of the Corporation at a meeting duly called unanimously
duly adopted
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resolutions
setting forth proposed amendments (the "Amendments") to the Certificate of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation"), declaring the Amendments advisability to its
stockholders, and the Amendments were duly adopted by the stockholders of the
Corporation at a special meeting of its stockholders. The Amendments are as
follows:
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(i)
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Article
First of the Certificate of Incorporation is hereby amended to read as
follows:
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"FIRST:
The name of the Corporation is UAN Cultural & Creative Co., Ltd
(hereinafter sometimes referred to as the
“Corporation).”
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(ii)
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the
first sentence of Article Fourth of the Certificate of Incorporation is
hereby amended to read as follows:
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"FOURTH:
The total number of shares of all classes of stock which the Corporation shall
have
authority
to issue is One Hundred Million Five Thousand (100,005,000) shares, consisting
of One Hundred Million (100,000,000) shares of
common stock, $.0001 par value per share, and five
thousand (5,000) shares of preferred stock, $.0001 par
value per share.”
(iii) Article
Fourth of the Certificate of Incorporation is hereby amended by inserting the
following at the end of Section A thereof so that the issued shares of the
Corporation's Common Stock on the date hereof shall be combined into a smaller
number of shares of Common Stock in the ratio of one new share for each ten old
shares immediately upon the filing of this Certificate of
Amendment.
“Reverse
Split. Effective upon the filing of this Certificate of Amendment of Certificate
of Incorporation with the Secretary of State of the State of Delaware (the
"Effective Time"), the shares of the Corporation's Common Stock issued and
outstanding immediately prior to the Effective Time (the "Old Common Stock"),
will be automatically reclassified as and combined into shares of Common Stock
(the "New Common Stock") such that each ten shares of Old Common
Stock shall be reclassified as and combined into one share of New
Common Stock. Notwithstanding the previous sentence, no fractional
shares of New Common Stock shall be issued to the holders of record of Old
Common Stock in connection with the foregoing reclassification of shares of Old
Common Stock. In lieu thereof, upon surrender after the Effective Time of a
certificate that formerly represented shares of Old Common Stock that were
issued and outstanding immediately prior to the Effective Time, any person who
otherwise would be entitled to receive a fractional share of New Common Stock as
a result of the reclassification, following the Effect Time, shall be entitled
to receive a cash payment equal to the fraction to which such holder would
otherwise be entitled to receive multiplied by the closing price of a share of
New Common Stock on the OTC Bulletin Board immediately following the Effective
Time. Each stock certificate that, immediately prior to the Effective Time
represented shares of Old Common Stock shall, from and after the Effective Time,
automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been reclassified
(as well as the right to receive cash in lieu of any fractional shares of New
Common Stock as set forth above); provided, however, that each holder of record
of a certificate that represented shares of Old Common Stock shall receive, upon
surrender of such certificate, a new certificate representing the number of
whole shares of New Common Stock into which the shares of Old Common Stock
represented by such certificate shall have been reclassified as set forth
above."
"From and
after the Effective Date, the term "New Common" as used in
this Article FOURTH shall mean Common Stock
as provided in this Certificate of Incorporation."
(iv)
“Article Twelfth of the Certificate of Incorporation is hereby
repealed.”
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2.
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That
the Amendment herein certified has been duly adopted in accordance with
the provisions
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Of Section
242 of the DGCL.
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3.
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This
Certificate of Amendment shall become effective upon the filing hereof in
the Office of
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the
Secretary of State of the State of Delaware.
Executed
on this 26th day of
August, 2010.
| Good Harbor Partners Acquisition Corp. | |||
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By:
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/s/ Parsh Patel | |
| Parsh Patel | |||
| Chief Executive Officer and Corporate Secretary | |||