A.Y. CHEUNG ASSOCIATES, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
A.Y. CHEUNG ASSOCIATES, INC., a Maryland corporation, having its
principal office at 5026 Herzel Place, Suite 101, Beltsville, Maryland 20705
(hereinafter referred to as the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to amend and restate its Charter as
currently in effect as hereinafter provided. The provisions set forth in these
Articles of Amendment and Restatement are all the provisions of the Charter of
the Corporation as currently in effect.
SECOND: The Charter of the Corporation is hereby amended by striking
in their entirety Articles FIRST through EIGHTH, inclusive, and by substituting
in lieu thereof the following:
FIRST: The name of the corporation (which is hereinafter called the
"Corporation") is:
CHEUNG LABORATORIES, INC.
SECOND: The purposes for which the Corporation is formed are as follows:
(a) To carry on the business of a system engineering company specializing
in the application of electromagnetic energy for scientific, industrial, and
medical markets and, without limiting the generality of the foregoing, to
manufacture, prepare for market, buy or otherwise acquire, sell, or otherwise
deal in or with, import, export and transport, at wholesale or retail or
otherwise, devices relating thereto; and to engage in any other lawful business
or activity.
(b) To do anything permitted by Section 2-103 of the Corporations and
Associations Article of the Annotated Code of Maryland, as amended from time to
time.
The foregoing enumerated purposes shall be in no way limited or restricted by
reference to, or inference from, the terms of any other clause of this or any
other Article of the Charter of the Corporation, and each shall be regarded as
independent; and they are intended to be and shall be construed as powers as
well as purposes and shall be in addition to and not in limitation of the powers
of corporations under the laws of the State of Maryland.
THIRD: The current post office address of the principal office of the
Corporation in this State is 5026 Herzel Place, Suite 101, Beltsville, Maryland
20705. The name and address of the current resident agent of the Corporation is
Michael J. Cromwell, III, 10 Light Street, Baltimore, Maryland 21202. Said
resident agent is a citizen of the State of Maryland and actually resides
therein.
FOURTH: The total number of shares of stock of all classes which the Corporation
has authority to issue is 15,900,000 shares of common stock, with a par value of
$.01 per share, amounting in the aggregate to $159,000.
FIFTH: The number of directors of the Corporation shall be three (3), which
number may be increased or decreased pursuant to the By-Laws of the Corporation,
but shall never be less than three (3). The names of the current directors, who
shall act until their successors are duly chosen and qualified, are: Augustine
Y. Cheung; Fee-Wah Cheung; Vance Y. Hum.
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SIXTH: The Board of Directors shall manage the business and affairs of the
Corporation and may exercise all the powers of the Corporation except those
conferred upon or reserved to the stockholders by law, including but not limited
to the following:
(a) The Board of Directors shall have the power from time to time and in
its sole discretion: (1) to determine, in accordance with sound accounting
practice, what constitutes annual or other net profits, earnings, surplus or net
assets in excess of capital; (2) to fix and vary from time to time the amount to
be reserved as working capital, or determine that retained earnings or surplus
shall remain in the hands of the Corporation; (3) to set apart any funds of the
Corporation for the establishment of such reserves in such amounts and for such
proper purposes as it shall determine and to abolish or redesignate any such
reserves or any part thereof; (4) to determine whether there shall be declared,
distributed or paid any distribution or dividend in stock, cash or other
securities or property, out of surplus or any other funds or amounts legally
available therefor, and to declare, distribute and pay the same at such times
and to the stockholders of record on such dates as it may from time to time deem
appropriate; and (5) to determine whether, to what extent, at what times and
places, and under what conditions and regulations the books, accounts and
documents of the Corporation, or any of them, shall be open to the inspection of
stockholders, except as otherwise provided by statute or by the By-Laws, and,
except as so provided, no stockholder shall have the right to inspect any book,
account or document of the Corporation unless authorized to do so by resolution
of the Board of Directors.
(b) The Board of Directors of the Corporation shall have the power in its
sole discretion and without limitation, subject only to any restrictions imposed
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by law, to authorize the issuance from time to time of shares of the
Corporation's stock, with or without par value, of any class, whether now or
hereafter authorized, and of securities convertible into shares of the
Corporation's stock, with or without par value, of any class, whether now or
hereafter authorized, for such consideration (regardless of the value or amount
of such consideration) and in such manner and by such means as the Board of
Directors may deem advisable.
(c) The Board of Directors shall have the power in its sole discretion and
without limitation, subject only to any restrictions imposed by law, to classify
or reclassify any unissued shares of stock, whether now or hereafter authorized,
by setting, altering or eliminating in any one or more respects, from time to
time before the issuance of such shares, any feature of such shares, including
but not limited to the designation, par value, preferences, conversion or other
rights, voting powers, qualifications, and terms and conditions of redemption
of, and limitations as to dividends and any restrictions on, such shares.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing provisions of this Article SIXTH shall in no
way be limited or restricted by reference to or inference from the terms of any
other clause of this or any other Article of the Charter of the Corporation, or
construed as or deemed by inference or otherwise in any manner to exclude or
limit any powers conferred upon the Board of Directors under applicable law now
or hereafter in force.
SEVENTH: No holders of any shares of the stock of the Corporation of any class
shall have any preemptive right to purchase, subscribe for or otherwise acquire
any shares of stock of the Corporation of any class now or hereafter authorized,
or any securities exchangeable for or convertible into such shares, or any
warrants or other instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire such shares, other than such, if any, as the Board
of Directors in its discretion may fix.
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EIGHTH: The Corporation reserves the right from time to time to make any
amendments of its Charter which may now or hereafter be authorized by law,
including any amendments changing the terms or contract rights, as expressly set
forth in its Charter, of any of its outstanding stock by classification,
reclassification or otherwise, and any objecting stockholder whose rights may or
shall be substantially adversely affected shall not be entitled to the same
rights as an objecting stockholder in the case of a consolidation, merger, share
exchange or sale, lease, exchange or transfer of all or substantially all of the
assets of the Corporation.
NINTH: The duration of the Corporation shall be perpetual.
THIRD: By written informal action unanimously taken by the Board of
Directors of the Corporation, pursuant to and in accordance with Section
2-408(c) of the Corporations and Associations Article of the Annotated Code of
Maryland, the Board of Directors of the Corporation duly advised the foregoing
Articles of Amendment and Restatement and, by written informal action
unanimously taken by the stockholders of the Corporation, in accordance with
Section 2-505 of the Corporations and Associations Article of the Annotated Code
of Maryland, the stockholders of the Corporation duly approved said Articles of
Amendment and Restatement.
FOURTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized is 5,000 shares of common stock all of one
class. Such shares are without par value.
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(b) The total number of shares of all classes of stock of the Corporation
as increased is 15,900,000 shares of common stock all of one class. Such shares
have a par value of $.01 per share, amounting in the aggregate to $159,000.
FIFTH: Upon the effectiveness of these Articles of Amendment and
Restatement with the State Department of Assessments and Taxation of Maryland,
each of the authorized shares of common stock without par value shall be changed
and split on the basis of three thousand one hundred eighty (3,180) shares of
common stock with a par value of $.01 per share for each share without par
value, provided that any fractional interest shall be eliminated by being
rounded off to a full share of stock.
IN WITNESS WHEREOF, A.Y. CHEUNG ASSOCIATES, INC. has caused these presents
to be signed in its name and on its behalf by its President and its corporate
seal to be hereunder affixed and attested by its Assistant Secretary on this
_____ day of June, 1996, and its President acknowledges that these Articles of
Amendment and Restatement are the act and deed of A.Y. CHEUNG ASSOCIATES, INC.
and, under the penalties of perjury, that the matters and facts set forth herein
with respect to authorization and approval are true in all material respects to
the best of his knowledge, information and belief.
ATTEST: A.Y. CHEUNG ASSOCIATES, INC.
_______________________________ By: _________________________________
Vance Y. Hum, Assistant Secretary Augustine Y. Cheung, President
[SEAL]
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