Exhibit 3a
 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Certificate of Designation For

Nevada Profit Corporations

(Pursuant to NRS 78.1955)

A series of one hundred thousand (100,000) shares of Preferred Stock, $.001 par value per share, designated as Series A Convertible Preferred Stock. The relative rights, preferences and limitations of shares of Series A Convertible Preferred Stock are set forth on the Addendum to this Certificate of Designation.

ADDENDUM TO THE CERTIFICATE OF DESIGNATION

SERIES A CONVERTIBLE PREFERRED STOCK

($.001 Par Value)

of

WONHE HIGH-TECH INTERNATIONAL, INC.

Section 1. Dividends and Distributions. In the event the Corporation declares a dividend payable to holders of any class of stock, the holder of each share of Series A Convertible Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Corporation's Common Stock into which that holder's Series A Convertible Preferred Stock could be converted on the record date for the dividend.

Section 2. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holders of the Series A Convertible Preferred Stock shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of common stock, the sum of One Tenth of One Cent ($.001) per share, after which the holders of Series A Convertible Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series A Convertible Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation's Common Stock into which that holder's Series A Convertible Preferred Stock could be converted on the record date for the distribution.

Section 3. Voting Rights. The holders of shares of Series A Convertible Preferred Stock shall have the following voting rights: Each share of Series A Convertible Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder's shares of Series A Convertible Preferred Stock are convertible on the record date for the stockholder action.

Section 4. Reacquired Shares. Any shares of Series A Convertible Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 5. Redemption. At any time when there are sufficient authorized and unissued shares of the Corporation's Common Stock to permit the conversion of all outstanding shares of the Series A Convertible Preferred Stock, the Corporation shall be entitled to redeem the shares of Series A Convertible Preferred Stock by giving written notice to the registered holders thereof not less than 30 days nor more than 60 days prior to the redemption date. Each such notice shall state (1) the redemption date, (2) the number of shares to be redeemed from each holder, and (3) the place where certificates for the Series A Convertible Preferred Stock are to be surrendered. Upon surrender in accordance with said notice of certificates for the shares to be redeemed, such shares shall be redeemed at a price of One Tenth of One Cent ($.001) per share. Notice having been given, upon the redemption date (unless the Corporation shall default in paying the redemption price), said shares shall no longer be deemed to be outstanding.

Section 6. Conversion. The holders of the Series A Convertible Preferred Stock shall have the following rights with respect to the conversion of the Series A Convertible Preferred Stock into shares of Common Stock (the "Conversion Rights"):

(A) Conversion. Subject to and in compliance with the provisions of this Section 6, any shares of Series A Convertible Preferred Stock may, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). A holder of Series A Convertible Preferred Stock must convert at one time all shares held by him and by any Affiliate. “Affiliate” for this purpose shall mean any family member to three degrees of kinship, any entity owned by the holder or which owns the holder, or any entity under common control. Each share of Series A Convertible Preferred Stock shall be convertible into two hundred (200) shares of Common Stock, except that any fractional share resulting from such conversion will be rounded to the nearest whole share.

(B) Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation’s stock, whether by recapitalization, combination, consolidation, reclassification or otherwise (“Reclassified Securities”), in any such event the holders of Series A Convertible Preferred Stock shall have the same Conversion Rights with respect to the Reclassified Securities as they had with respect to the Common Stock, and the conversion formula set forth in paragraph (A), above shall be adjusted equitably.

(C) Mechanics of Conversion. To effect a Conversion, the holder of Series A Convertible Preferred Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation, together with a completed Notice of Conversion in the Form of Exhibit A hereto. The date on which the certificate(s) and Notice of Conversion arrive at the office of the Corporation is the “Conversion Date.” Thereupon, the Corporation shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on the Conversion Date.

Section 7. Voting on Amendment. The Articles of Incorporation of the Corporation shall not be further amended, nor shall any resolution of the directors be adopted after the adoption of this Certificate of Designation that in any manner would materially alter or change the powers, preferences or special rights of the Series A Convertible Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least sixty percent (60%) of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class.

Section 8. Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Corporation, capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series A Convertible Preferred Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Corporation, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.

Section 9. Notices. Any notice required by the provisions of this Certificate of Designation shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day, or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

* * * * *

Exhibit A

NOTICE OF CONVERSION

Reference is made to the Certificate of Designation of SERIES A CONVERTIBLE PREFERRED STOCK (the "Certificate of Designation"), of WONHE HIGH-TECH INTERNATIONAL, INC., a Nevada corporation (the "Corporation"). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Shares") indicated below into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, by tendering the stock certificate(s) representing the Preferred Shares specified below as of the date specified below.

Date of Conversion:________________________________

Number of Preferred Shares to be converted:_________________________________

Please confirm the following information:

Number of shares of Common Stock to be issued:_____________________________

Please issue the Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to:__________________________________

Address:__________________________________

__________________________________

Authorization:__________________________________

By: ___________________________

Title: ___________________________

* * * * *