Attached files
Exhibit
3.2
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
OF SERIES
A CONVERTIBLE PREFERRED STOCK OF
SOONER
HOLDINGS, INC.
(Pursuant
to Section 1032 of the Oklahoma General Corporation Act)
Sooner
Holdings, Inc., a Oklahoma corporation (the “Company”), hereby certifies that
the Board of Directors of the Company (the “Board of Directors” or the “Board”),
pursuant to authority of the Board of Directors granted by Section 1032 of the
Oklahoma General Corporation Act, and in accordance with the provisions of its
Certificate of Incorporation and Bylaws, has and hereby authorizes a series of
the Company's previously authorized 10,000,000 undesignated shares, par value
$0.001 per share, 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 "Series A Preferred Stock") and the
number of shares initially constituting such series shall be Nineteen Thousand
Two Hundred (19,200) 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 Certificate of
Incorporation filed with the Secretary of State of Oklahoma, to, among other
things, effect a Reverse Split of its outstanding shares of Common
Stock.
(c) “Common
Stock” means the Company’s $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 Oklahoma; and (b) the date the
Reverse Split is effected with the Transfer Agent.
(e) “Holder”
shall mean the person or entity in which the Series A Preferred Stock is
registered on the books of the Company, which shall initially be the persons or
entities which receive the Series A Preferred Stock in exchange for shares of
China Weituo Technical Limited (“Chinese Weituo”), pursuant to a Share Exchange
Agreement between the Company, certain shareholders of the Company, Chinese
Weituo and the shareholders of Chinese Weituo and shall thereafter be permitted
to assign and transfer the Series A Preferred Stock and will notify the Company
in writing of any such transfer.
(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, which shares shall bear the following restrictive legend (or
one substantially similar):
Exhibit 3.2
"The
securities represented by this certificate have not been registered under the
Securities Act of1933 or any state securities act. The securities
have been acquired for investment and may not besold, 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) 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 1 share for 18.29069125 shares which has been approved by a
majority of the Company’s voting shares (which includes the voting rights of the
Series A Preferred Stock) subsequent to a filed Schedule 14A or Schedule 14C
Information Statement.
SECTION 3. LIQUIDATION
PREFERENCE. The Holders of the Series A Preferred Stock shall be
entitled to a liquidation preference in an amount of $0.50 per share prior to
the holders of Common Stock in the event of liquidation.
SECTION 4. CONVERSION
RIGHTS. The Series A Preferred Stock shall have the following
conversion rights (the “Conversion Rights”):
(a)
Automatic
Conversion.
(h) Upon
the Effective Date of the Reverse Split (the “Automatic Conversion Date”), each
share of Series A Preferred Stock will automatically convert into shares of the
Company’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the
rate of One thousand (1,000) post-Reverse Split shares of the Company’s Common
Stock for each one (1) share of Series A 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 Series A Preferred Stock
shares (the “Series A Preferred Stock Certificate(s)”), shall be surrendered to
the Company for exchange by the Holders thereof. Upon receipt of the
Series A Preferred Stock Certificates, duly endorsed, or certifications
confirming the ownership of such Series A 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 Series A 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 Series A Preferred Stock Certificates are not surrendered to
the Company within Five (5) Business Days of the Automatic Conversion Date, each
Series A 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 Series A 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 Series A
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 Series A 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.
2
Exhibit 3.2
(d) Fractional
Shares. If any conversion of Series A 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.
SECTION
5. VOTING. The shares of Series A 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 Series A
Preferred Stock that any Holder holds as of the record date of any such vote
based on the Conversion Ratio. For example, assuming one (1)
share of Series A Preferred Stock is issued and outstanding on the record date
for any stockholder vote, such share shall have one thousand
votes. The voting rights of the Series A 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. Each holder of the Series A Preferred
Stock shall have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock, and shall be entitled, notwithstanding
any provision hereof, to notice of any stockholders’ meeting in accordance with
the by-laws of the Corporation. Unless other required by law, the
Series A Preferred Stock shall vote with the Common Stock together as a class
with respect to any question upon which holders of Common Stock have the right
to vote.
SECTION
6. DIVIDENDS. The holders of the Series A Preferred Stock
shall not be entitled to receive dividends paid on the Common Stock and the
Series A 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 Series A 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 Series A 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;
(e) 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
(f) 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.
3
Exhibit 3.2
SECTION 9. PREEMPTIVE
RIGHTS. Holders of Series A 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 Series A 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 Certificate of Designation
to be given to the Holders of Series A 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.
IN WITNESS WHEREOF, this Certificate of
Designation is executed on behalf of the Company this 10th , day
of February 2011.
SOONER
HOLDINGS, INC.
|
||
/s/
R.C. Cunningham II
|
||
R.C.
Cunningham II, President
|
||
4