Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
UNIMANN, INC.
Pursuant to the provisions of ss. 17-16-1006 and ss. 17-16-1007 of the
Wyoming Business Corporation Act, the undersigned Corporation adopts the
following Amended and Restated Articles of Incorporation as of this date:
FIRST: The name of the Corporation is Unimann, Inc.
SECOND: The Corporation was originally incorporated under the name of
Unimann, Inc. and the original Articles of Incorporation of the Corporation were
filed with the Secretary of State on September 12, 1997.
I, the undersigned Daniel L. Hodges, Inc., do hereby certify that the
Board of Directors of said Corporation at a meeting duly convened, held on the
12th day of November, 2001, and the shareholders through a Consent in lieu of a
Special Meeting, dated as of December 27, 2001, adopted a resolution to amend
and restate the original Articles of the Incorporation in their entirety as
follows:
1. Name. The name of the Corporation is:
SINO PHARMACEUTICALS CORPORATION
2. Registered Office. The street address of the Corporation's registered
office is 721 East 16th Street, Cheyenne, Wyoming 82001.
3. Registered Agent. The name and address of the Corporation's registered
agent is HIQ Corporate Services, Inc., 721 East 16th Street, Cheyenne,
Wyoming 82001.
4. Purpose. The purpose for which the Corporation is organized is the
transaction of any and all lawful activities for which Corporations may
be incorporated under the laws of the State of Wyoming, as the same may
be amended from time to time.
5. Capital Stock. The aggregate number of shares of capital stock that the
Corporation shall be authorized to issue is One Hundred Ten Million
(110,000,000) shares which shall consist of the following:
(a) Common Stock. The authorized common stock of the Corporation shall be One
Hundred Million (100,000,000) shares of Common Stock with a par value of $.001
per share. The holders of the Common Stock shall be entitled to one vote for
each share held by them of record on the books of the Corporation. Such shares
of Common Stock may be issued by the Corporation from time to time for such
consideration greater than or equal to par value as may be fixed from time to
time by the Board of Directors. The designations and preferences of the Common
Stock are as follows:
(1) Dividends; Distributions. Each share of Common Stock shall be entitled to
receive dividends and other distribution paid in cash, securities, property or
otherwise, when and if declared by the Board of the Corporation.
(2) Liquidation. In the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation, voluntarily or involuntarily, the holders of
shares of Common Stock shall be entitled to receive out of any remaining assets
of the Corporation legally available for distribution which shall be distributed
pro rata among the holders of Common Stock in proportion to the number of shares
of Common Stock held by such holders.
(b) Preferred Stock. The authorized preferred stock of the Corporation shall be
Ten Million (10,000,000) shares of preferred stock with a par value of $.001 per
share. Subject to the terms and provisions of this Article 5, the Board of
Directors of the Corporation is authorized to provide, from time to time, for
the issuance of shares of preferred stock in series and to fix from time to time
before issuance the designation, preferences, privileges and voting powers of
the shares of each series of preferred stock and the restrictions or
qualifications thereof, including, without limiting the generality of the
foregoing, the following:
(1) The serial designation and authorized number of shares;
(2) The dividend rate, the date or dates on which such dividends will be
payable and the extent to which such dividends may be cumulative;
(3) The amount or amounts to be received by the holders in the event of
voluntary or involuntary dissolution or liquidation of the Corporation;
(4) The voting rights, if any, of the holders;
(5) The price or prices at which shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(6) Any sinking fund provisions for redemption or purchase of shares of
such series; and
(7) The terms and conditions, if any, on which shares may be converted at
the election of holders thereof into shares or other capital stock, or
of other series of serial preferred stock of the Corporation.
Each series of preferred stock, in preference to the Common Stock, will
be entitled to dividends from funds or other assets legally available therefor,
at such rates, payable at such times and cumulative to the extent as may be
fixed by the Board of Directors of the Corporation pursuant to the authority
herein conferred upon it. In the event of dissolution or liquidation of the
Corporation, voluntary or involuntary, the holders of preferred stock, in
preference to the Common Stock, will be entitled to receive such amount or
amounts as may be fixed by the Board of Directors of the Corporation pursuant to
the authority herein conferred upon it. Preference stock of any series redeemed,
converted, exchanged, purchased or otherwise acquired by the Corporation shall
be canceled by the Corporation and returned to the status of authorized but
unissued preference stock. All shares of any series of serial preferred stock,
as between themselves, shall rank equally and be identical; and all series of
serial preferred stock, as between themselves, shall rank equally and be
identical except as set forth in resolutions of the Board of Directors
authorizing the issuance of the series.
6. Governing Board. The governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this Corporation,
providing that the number of directors shall not be reduced to fewer than one
(1). The names and addresses of the Board of Directors are as follows:
NAME POST OFFICE ADDRESS
Daniel L. Hodges 11601 E. Lusitano Place
Tucson, Arizona 85748
7. Payment for Stock. The capital stock, after the amount of the subscription
price or par value has been paid in, shall not be subject to assessment to pay
the debts of the Corporation.
8. Incorporator. The name and post office address of the incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Michael P. Martin 1704 Westland Road
Cheyenne, Wyoming 82001
9. Perpetual Existence. The Corporation is to have perpetual existence.
10. Amendment, Alteration or Change of these Articles of Incorporation. The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in the Articles of Incorporation, in the manner now or hereafter
prescribed by statute, or by Articles of Incorporation, and all rights conferred
upon shareholders herein are granted subject to this reservation.
11. Meetings of Shareholders. Meetings of shareholders may be held within or
without the State of Wyoming, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
outside the State of Wyoming at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
12. Elimination of Director Liability. No director or officer of the Corporation
shall be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director or officer; provided,
however, that nothing contained herein shall eliminate or limit the liability of
a director or officer of the Corporation to the fullest extent provided by
applicable laws (i) for acts or omissions which involve intentional misconduct,
fraud or knowing violation of law or (ii) for authorizing the payment of
dividends in violation of Wyoming law, or any successor to such section. The
limitation of liability provided herein shall continue after a director or
officer has ceased to occupy such position as to acts or omissions occurring
during such director's or officer's term or terms of office.
13. Indemnification. To the fullest extent permitted by Wyoming law, the
Corporation shall indemnify and pay the expenses of any person who is or was
made, or threatened to be made, a party to an action or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was a director, officer, employee, trustee or agent of or for
the Corporation or is or was serving at the request or with the prior approval
of the Corporation as a director, officer, employee, trustee or agent of another
Corporation, trust or enterprise, against any liability asserted against such
person and incurred by such person in any capacity arising out of that persons
status as such, whether or not the Corporation would have the power to indemnify
that person against such liability under the provisions of the Bylaws of the
Corporation. Further, the Corporation will pay the expenses of such persons as
they are incurred in advance of the final disposition of the action or
proceeding, upon the receipt of an undertaking by or on behalf of such person to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that such person is not entitled to be indemnified by the
Corporation.
/s/ Daniel L. Hodges
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Daniel L. Hodges
President