EXHIBIT 2.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:32 AM 03/18/2004
FILED 10:32 AM 03/18/2004
SRV 040201119 - 3338767 FILE
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
WILMINGTON REXFORD, INC.
UNDER SECTION 242
OF THE
DELAWARE GENERAL CORPORATION LAW
Wilmington Rexford, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That the name of the corporation (the "Corporation") is
Wilmington Rexford, Inc.
SECOND: That the certificate of incorporation of the Corporation (the
"Certificate") was originally filed with the Delaware Secretary
of State on January 2, 2001, under the name E-Trend Networks,
Inc.
THIRD: That Article I of the Certificate is hereby amended to read, in
its entirety, as follows:
"The name of the Corporation is China Pharmaceuticals
Corporation."
FOURTH: That Article IV of the Certificate is hereby amended to read, in
its entirety, as follows:
"(a) The total number of shares of stock which the
Corporation shall have authority to issue is 51,000,000 shares of
capital stock, consisting of (i) 50,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock") and (ii)
1,000,000 shares of preferred stock, par value $0.0001 per share
(the "Preferred Stock").
(b) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of each class of
the Common Stock are as follows:
(1) No Cumulative Voting. The holders of shares of
Common Stock shall not have cumulative voting rights.
(2) Dividends; Stock Splits. Subject to the rights of
the holders of Preferred Stock, and subject to any other
provisions of this Certificate of Incorporation, as it may be
amended from time to time, holders of shares of Common Stock
shall be entitled to receive such dividends and other
distributions in cash, stock or property of the Corporation when,
as and if declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation
legally available therefor.
(3) Liquidation, Dissolution, Winding Up. In the event
of any liquidation, dissolution or winding up (either voluntary
or involuntary) of the Corporation, the holders of shares of
Common Stock shall be entitled to receive the assets and funds of
the Corporation available for distribution after payments to
creditors and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in proportion to
the number of shares held by them, respectively.
(4) No Preemptive or Subscription Rights. No holder of
shares of Common Stock shall be entitled to preemptive or
subscription rights.
(c) Preferred Stock. The Board of Directors is hereby
expressly authorized, subject to limitations prescribed by law,
to provide for the issuance of all or any shares of the Preferred
Stock in one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative,
participating, optional or other special rights and such
qualifications, limitations or restriction thereof, as shall be
stated and expressed in the resolution or resolutions adopted by
the Board of Directors providing for the issuance of such class
or series.
FIFTH: That each issued and outstanding share of Common Stock, par value
$0.0001 per share ("Old Common Stock"), outstanding as of the
close of business on the date stated as the effective date in the
Ninth Article hereof (the "Effective Date") shall automatically,
without any action on the part of the holder of the Old Common
Stock, be converted into one twentieth (1/20) of a share of
Common Stock, par value $0.0001 per share ("New Common Stock").
Immediately following the reverse split, the aggregate number of
shares of New Common Stock held by each holder of New Common
Stock shall be calculated. Thereafter, all such holders otherwise
entitled to receive a fractional share of New Common Stock will
receive a full share of New Common Stock in lieu of such
fractional share, as each fractional share will be rounded up and
become a whole share. Each holder of a certificate or
certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old
Certificates") shall, from and after the Effective Date, be
entitled to receive a certificate or certificates (the "New
Certificates") representing the shares of New Common Stock into
which the shares of Old Common Stock formerly represented by such
Old Certificates are converted under the terms hereof. Prior to
the Effective Date, there are 15,196,035 shares of Old Common
Stock issued and outstanding shares. Following the effectuation
of the reverse stock split on the Effective Date, there will be
approximately 759,800 issued and outstanding shares of New Common
Stock. The 15,196,035 shares of Old Common Stock are hereby
changed into
approximately 759,800 shares of New Common Stock at the rate of
one share of New Common Stock for every twenty shares of Old
Common Stock.
SIXTH: That thereafter, pursuant to resolutions of the board of
directors, the amendments were authorized by resolutions adopted
by the affirmative vote of the stockholders holding not less than
the necessary number of shares required by written consent to so
authorize, all in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
SEVENTH: That said amendments to the Certificate of Incorporation were
duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
EIGHTH: That the capital of the corporation shall not be reduced under or
by reason of said amendments.
NINTH: That this Certificate and the amendments contained therein shall
become effective on March 25, 2004.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 5th
day of March, 2004.
WILMINGTON REXFORD, INC.
By: /s/ AARON ZHU
-------------------------------------
Aaron Zhu, President