ARTICLES OF INCORPORATION
OF
Longdan Holding Incorporation
The undersigned natural persons acting as incorporators of a corporation (the "Incorporation") under the provisions of Chapter 78 of the Nevada Revised Statutes, adopts the following Articles of Incorporation.
ARTICLE 1
NAME
The name of the Incorporation is Longdan Holding Incorporation.
ARTICLE 2
PURPOSE
The Incorporation shall have the purpose of engaging in any lawful business activity.
ARTICLE 3
INITIAL RESIDE OFFICE
The company name and address of the initial resident agency of USChina Channel Inc. is Incorp Services Incorporation, 3155 East Patrick Lane Suite 1, Las Vegas, NV 89120-3481.
ARTICLE 4
AUTHORIZED SHARES
The total authorized shares are thirty millions (30,000,000) of common stock, comprised of:
·
One Hundred Seventy Five Thousand (175,000) authorized shares of Series A Common Stock, $.0001 par value per share (“Series A Common”).
·
Fourteen millions (14,000,000) authorized shares of Series B Common Stock, $.0001 par value per share (“Series B Common”).
·
Fifteen millions and eight hundred twenty five thousand (15,825,000).Series C Common Stock, $.0001 par value per share (“Series C Common”).
The convertibility, vote power and dividend right of three series common stocks are as follows:
·
Every share of the Series A Common Stock will have ten (10) votes and shall be convertible into one share of the Series B Common Stock at any time by the election of the holder.
·
Every share of the Series B Common Stock will have one vote.
·
Every share of the Series C Common stock will have one-tenth (0.1) vote; and shall be convertible into one-tenth (0.1) share of the Series B Common Stock at any time by the election of the holder.
·
All Series of shares, on the convertible to Series B basis, are equal to each other with respect to liquidation and dividend rights.
ARTICLE 5
DIRECTORS
Section 5.1 Style of Governing Board. The members of the governing board of the Incorporation shall be styled as Directors.
Section 5.2 The Initial Board of Directors. The initial Board of Directors shall consist of five (5) Directors.
Section 5.3 Names and Addresses. The names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors shall have been elected and qualified, are as follows:
Zhilin Zhang (Chairman)
No.1, 2nd Floor, 308 Qing Tai Road,
Hanyang, Wuhan, Hubei
People's Republic of China
Hua Zhang
Floor 21, Jiangtian Building
No. 586 Wuluo Road, Wuchang District
Wuhan, Hubei, China, 430070
Bing Hu
Floor 21, Jiangtian Building
No. 586 Wuluo Road, Wuchang District
Wuhan, Hubei, China, 430070
Chun Li
Floor 21, Jiangtian Building
No. 586 Wuluo Road, Wuchang District
Wuhan, Hubei, China, 430070
Jinzhong Yu
Floor 21, Jiangtian Building
No. 586 Wuluo Road, Wuchang District
Wuhan, Hubei, China, 430070
Section 5.4 Increases or Decrease of Directors. The number of Directors of the Incorporation may be increased or decreased from time to time as shall be provided in the Bylaws of the Corporation.
ARTICLE 6
DISTRIBUTIONS
The Corporation shall be entitled to make distributions to the fullest extent permitted by law.
ARTICLE 7
RELEASE AND INDEMNIFICATION
To the fullest extent permitted by Connecticut law, the Directors and officers of the Incorporation shall be released from personal liability for damages to the Incorporation or its stockholders. To the fullest extent permitted by Connecticut law, the Incorporation shall advance expenses to its Directors and officers to defend claims made against them because they were or are Directors or officers and shall indemnify its Directors and officers from liability for expenses incurred as a result of such claims. The Incorporation may provide in its Bylaws that indemnification is conditioned on receiving prompt notice of the claim and the opportunity to settle or defend the claim.
ARTICLE 8
INCORPORATOR
The name and address of the incorporator of the Corporation is as follows:
Andrew Chien
665 Ellsworth Avenue
New Haven, CT 06511
Executed this 5th day of November 2007.
/s/Andrew Chien
----------------------------
Andrew Chien, Incorporator
