EXHIBIT 3.1(a)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 11/04/1994
944212705-2387425
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ALPINE INTERNATIONAL CORPORATION
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation") is
Alpine International Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended
by striking out Articles First and Fourth thereof and by substituting
in lieu of said articles the following new articles:
"FIRST: The name of the Corporation is Heng Fai China
Industries, Inc. and its duration shall be
perpetual."
"FOURTH: This Corporation is authorized to issue two classes
of shares of stock to be designated, respectively,
common and preferred stock. The total number of
shares of common stock shall be 30,000,000, and the
par value of each share of said common stock shall be
$.01. The total number of shares of preferred stock
which the corporation is authorized to issue is
500,000, the par value of each share of said
preferred stock shall be $10.00. The preferred shares
may be issued from time to time in one or more
series. The Board of Directors is hereby authorized,
by filing a certificate (a "Preferred Stock
Designation") pursuant to the Delaware General
Corporation Law, to fix or alter from time to time
the designation, powers, preferences and rights of
the shares of each such series and the
qualifications, limitations or restrictions of any
wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares
constituting any such series or any of them, and to
increase or decrease the number of shares of any
series subsequent to the issuance of shares of that
series, but not below the number of
1
shares of such series then outstanding. In case the
number of shares of any series shall be decreased in
accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status
that they had prior to the adoption of the resolution
originally fixing the number of shares of such
series.
3. The amendments of the Certificate of Corporation herein
certified have been duly adopted in accordance with the
provisions of Section 242 of the general corporation law of
the state of Delaware.
Signed on November 3, 1994.
/s/ Robert Trapp
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Robert Trapp, Treasurer
ATTEST:
/s/ Robert Trapp
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Robert Trapp, Secretary
2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 pm 03/18/1994
944044477-2387425
CERTIFICATE OF INCORPORATION
OF
ALPINE INTERNATIONAL CORPORATION
The undersigned, a natural person, for the purpose of organizing a
corporation to conduct the business and promote the purposes hereinafter stated,
under the provisions and subject to the requirements of the laws of the State of
Delaware hereby certifies that:
FIRST: The name of the Corporation is Alpine International Corporation (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman
Square, Suite L-100 Dover, Kent County, Delaware 19901. The name of
its registered agent at such address is The Prentice-Hall Corporation
System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware, as amended from time to time.
FOURTH: Section 1. This corporation is authorized to issue two classes of
stock designated respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to
issue thirty million five hundred thousand (30,500,000) shares,
consisting of thirty million (30,000,000) shares of Common Stock,
each having a par value of $.05, and five hundred thousand (500,000)
shares of Preferred Stock, each having a par value of $10.00.
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, by filing a
certificate (a "Preferred Stock Designation") pursuant to the
Delaware General Corporation Law, to fix or alter from time to time
the designation, power, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions of
any wholly unissued series of Preferred Stock, and to establish from
time to time the number of shares constituting any such series or any
of them; and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not
below the number of shares of such series then outstanding. In case
the number of shares of any series shall be decreased in accordance
with the
foregoing sentence, the shares constituting such decrease shall
resume the status that they had prior to the adoption of the
resolution originally fixing he number of shares of such series.
FIFTH: The name and the mailing address of the incorporation is as follows:
Name: Mailing Address:
----- ----------------
Steven Wasserman 950 Third Avenue
c/o Bernstein & NY, NY 10022
Wasserman
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and
before voting begins or unless the By-laws of the Corporation shall
so provide.
EIGHTH: Section 1. The number of directors that constitute the whole Board of
Directors of the Corporation shall be designated in the manner as
provided in the By-laws of the Corporation.
Section 2. At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of
the term for which they are elected and until their successors have
been duly elected and qualified, except that if any such election
is not so held, such election shall take place at a stockholders'
meeting called and held in accordance with the Delaware General
Corporation Law.
Section 3. Vacancies occurring on the Board of Directors for any
reason may be filled by vote of a majority of the remaining members
of the Board of Directors, although less than a quorum, at any
meeting of the Board of Directors. A person so elected by the Board
of Directors to fill a vacancy shall hold office until the next
succeeding annual meeting of stockholders of the Corporation and
until his or her successor has been duly elected and qualified.
NINTH: In furtherance and not in limitation of the powers conferred by
statute, except as otherwise may be provided in the By-laws of the
Corporation, the Board of Directors is expressly authorized to make,
alter, amend or repeal the By-laws of the Corporation. Such authority
does not divest the stockholders of the power, or limit their power,
to make, alter, amend or repeal the By-laws of the Corporation.
TENTH: To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as it may hereafter be amended, no director
of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as
a director.
Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with
this Article, shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article, would accrue or arise, before such
amendment, repeal or adopting of an inconsistent provision.
ELEVENTH: At the election of directors of the Corporation, each holder of stock
of any class or series shall be entitled to one vote for each share
held. No stockholder will be permitted to cumulate votes at any
election of directors.
TWELFTH: Meetings of Stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places a may be
designated from time to time by the Board of Directors or in the
By-laws of the Corporation.
THIRTEENTH:Stockholders of the Corporation may take action by written consent
in lieu of a meeting.
FOURTEENTH:The Corporation reserves the right to amend, alter, change or repeal
any provision contained is this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, this Certificate of Incorporation has been signed under
the seal of the Corporation on this 17 day of March, 1994.
By: /s/ Steven Wasserman
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[Seal]