ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
PAGE IMPERO HOLDINGS, INC.
(Changed herein to "CHINA CONTINENTAL, INC.")
In accordance with Section 16-10-57 of the Utah Code Annotated, 1953, as
amended, Page Impero Holdings, Inc. (the "Corporation"), a Utah corporation,
does hereby adopt the following amendment (the "Amendment") to the Articles of
Incorporation.
1. The Articles of Incorporation of the Corporation are hereby amended by
deleting Article I in its entirety and inserting the following in lieu
thereof:
ARTICLE I
NAME
The name of the Corporation hereby created shall be:
"CHINA CONTINENTAL, INC."
2. Except as specifically provided herein, the provision of the
Corporation's Articles of Incorporation shall remain unamended and
shall continue in full force and effect.
3. By execution of these Articles of Amendment to the Articles of
Incorporation, the president and assistant secretary of the
Corporation do hereby certify that the foregoing Amendment to the
Articles of Incorporation were adopted as an Amendment to the original
Articles of Incorporation of the Corporation by the shareholders of
said Corporation at a special meeting of the shareholders of the
Corporation held on December 31, 1993. As of December 10, 1993, the
record date for such meeting, there was a total of 22,330,000 shares
of the Corporation's common stock issued and outstanding, of which
20,030,000 voted for the adoption of the foregoing Amendment to the
Articles of Incorporation, and no shares were voted against the
Amendment.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles of
Incorporation of Page Impero Holdings, Inc. have been executed this 31st day of
December 1993.
ATTEST: PAGE IMPERO HOLDINGS, INC.
/s/ Hank Vanderkam /s/ Larry Eastland
- - ----------------------------------- ---------------------------
Hank Vanderkam, Assistant Secretary Larry Eastland, President
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On this 31st day of December 1993, personally appeared before Larry
Eastland and Hank Vanderkam, who being by me duly sworn did say, each for
themselves, that he, the said Larry Eastland, is the president, and he, the said
Hank Vanderkam, is the assistant secretary, respectively, of Page Impero
Holdings, Inc., and that they are the persons who executed the foregoing
Articles of Amendment to the Articles of Incorporation for and on behalf of Page
Impero Holdings, Inc. and that the statements contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Kellye Bronstrop
----------------------
Notary Public
Residing in Texas
My Commission Expires:
4-17-97
ARTICLES OF INCORPORATION
OF
LINCOLN CAPITAL, INC.
We, the undersigned, natural persons over the age of twenty-one (21) years,
acting as incorporators of a Corporation under the Utah Business Corporation
Act, adopt the following Articles of Incorporation for such Corporation.
ARTICLE I
-----------
CORPORATION NAME
----------------
The name of the Corporation is LINCOLN CAPITAL, INC.
ARTICLE II
------------
DURATION
----------
The duration of the Corporation is perpetual.
ARTICLE III
-------------
GENERAL PURPOSES
------------------
The purposes for which this Corporation is organized are (1) to engage in
the acquisition of any type of assets and properties, (2) to acquire or merge
into an existing business, (3) to purchase, own, lease, manage, sell, operate,
invest in, develop and produce any and all real property, personal property,
mineral oil and gas property and all matters related or ancillary thereto, (4)
to develop, research, produce, distribute, market, and license products,
equipment, and services and all matters related or ancillary thereto, (5) to
design, develop and manufacture scientific products, and (6) to do all things
and engage in all lawful transactions which a Corporation organized under the
laws of the State of Utah might do or engage in even though not expressly stated
herein.
ARTICLE IV
------------
AUTHORIZED SHARES
-------------------
The aggregate number of shares the Corporation shall have authority to
issue is one billion (1,000,000,000) shares with a par value of $0.001 per
share. All stock of the Corporation shall be of the same class with the same
rights and preferences. Any stock of the Corporation which is fully paid shall
not be subject to further call or assessment for any purpose.
ARTICLE V
-----------
COMMENCEMENT OF BUSINESS
-------------------------
The Corporation will not commence business until at least One Thousand and
no/100 Dollars ($1,000) in cash has been received by it as consideration for the
issuance of its shares.
ARTICLE VI
------------
REGISTERED OFFICE AND AGENT
-----------------------------
The post office address of the Corporation's initial registration office is
349 South 200 East, No. 310, Salt Lake City, Utah 84111.
The name of its initial registered agent at such address is R. Gordon
Jones.
ARTICLE VII
-------------
ABOLISHMENT OF PRE-EMPTIVE RIGHTS
-----------------------------------
The authorized and treasury stock of this Corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Any and all shareholders have no pre-emptive rights
to acquire unissued shares of the stock of this Corporation.
ARTICLE VIII
--------------
DIRECTORS
-----------
The number of directors constituting the initial Board of Directors of the
Corporation is three (3), and 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 are elected and shall qualify, are:
Paul Winger R. Gordon Jones
1726 South Jackson, Suite 309 1130 East 7660 South
Denver, Colorado 80210 Midvale, Utah 84047
Richard D. Casey
2266 East 11660 South
Sandy, Utah 84092
The number of Directors of the Corporation is at least three (3), but not
more than nine (9), as established by resolution of the Board of Directors.
ARTICLE IX
------------
INCORPORATORS
---------------
The names and addresses of the incorporators are:
Wallace T. Boyack Dennis Wright
Suite 350, IBM Building Suite 350, IBM Building
420 East South Temple 420 East South Temple
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111
Merrill G. Hansen
Suite 305, IBM Building
420 East South Temple
Salt Lake City, Utah 84111
ARTICLE X
-----------
OFFICERS AND DIRECTORS CONTRACTS
----------------------------------
No contract or other transaction between this Corporation and any other
corporation or other business entity shall be affected because a Director or
Officer of this Corporation is interested in or is a Director or Officer of such
other corporation; and any Director or Officer, individually or jointly, may be
a party to or may be interested in any Corporation or transaction of this
Corporation or in which this Corporation is interested; and no contract or other
transaction of this Corporation with any person, firm or corporation shall be
affected because any Director or Officer of the Corporation is a party to or is
interested in such contract, act or transaction or any way connected with such
person, firm or corporation, and any person who may become a Director or Officer
of this Corporation is hereby relieved from liability that might otherwise exist
from contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested, provided
said Director or Officer acts in good faith.
ARTICLE XI
------------
EXEMPTION FROM CORPORATE DEBTS
--------------------------------
The private property of the shareholders shall not be subject to the
payment of any Corporate debts to any extent whatsoever.
ARTICLE XII
-------------
CLASSES OF COMMON STOCK
-------------------------
There shall be only one (1) class of common stock.
DATED this 5th day of February 1986.
/s/ Dennis Wright
---------------------------
Dennis Wright
/s/ Merrill G. Hansen
---------------------------
Merrill G. Hansen
/s/ Wallace T. Boyack
---------------------------
Wallace T. Boyack
Subscribed and sworn to before me this 5th day of February 1986, appeared
the foregoing incorporators.
/s/ Craig S. Cummings
----------------------------
Notary Public
Residing at Salt Lake County
My Commission Expires:
12-4-88
ACCEPTANCE OF APPOINTMENT
AS REGISTERED AGENT
The undersigned hereby accepts serving as initial registered agent for
Lincoln Capital, Inc., a Utah corporation, as provided in Article VI of the
Articles of Incorporation.
Dated this 5th day of February 1986.
/s/ Gordon Jones
---------------------------
Gordon Jones