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EXHIBIT 3.6
Certificate of Amendment of Articles of Incorporation of the
Registrant, effective December 30, 1996
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CHINA RESOURCES DEVELOPMENT, INC.
We, the undersigned President and Secretary of China Resources
Development, Inc. (the "Corporation"), in accordance with NRS 73.390, do hereby
certify the following:
1. The Board of Directors of the Corporation, at a special meeting held
on November 29, 1996, adopted resolutions to amend the Corporation's Articles of
Incorporation, as such Articles of Incorporation have been amended from time to
time, as follows:
(a) Article V of the Articles of Incorporation is hereby
deleted in its entirety and restated as follows:
STOCKHOLDERS MEETING: Meetings of the shareholders
shall be held at such place within or without the State of
Nevada as may be provided by the By-laws of the corporation.
Special meetings of the shareholders may be called by the
President or any other executive officer of the corporation,
the Board of Directors, or any member thereof, or by the
record holder or holders of at least thirty percent (30%) of
all shares entitled to vote at the meeting. Any action
otherwise required to be taken at a meeting of the
shareholders, except election of directors, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by shareholders having at
least a majority of the voting power.
(b) Article VIII of the Articles of Incorporation is hereby
amended to add the following sentences to the beginning of Article VIII:
BOARD OF DIRECTORS: The number of directors of the
corporation shall be a minimum of three and the maximum of 25,
approximately one-third of whom shall be classified as "Class
I" directors, approximately one-third of whom shall be
classified as "Class II" directors and approximately one-third
of whom shall be classified as "Class III" directors. Class I,
Class II and Class III directors shall be elected in
consecutive years. Each director shall serve as a director
until the annual meeting of shareholders occurring in the year
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three years following his election and until his successor
shall have been elected and qualified. Notwithstanding the
foregoing sentence, Class I directors shall be elected for
one-year terms, and Class II directors shall be elected for
two-year terms, at the annual meeting of shareholders where
three classes of directors are initially established.
(c) The provisions of Article IX designated "OFFICERS",
"ELECTION" and "TERM OF OFFICE" are each hereby deleted in their entirety and
restated as follows:
OFFICERS: The officers of the corporation shall
consist of a Chairman of the Board of Directors, a President,
a Vice President, a Secretary, a Treasurer or Chief Financial
Officer and a Financial Controller, who shall perform such
duties and have such authority as usually pertains to such
officers of a corporation or as may prescribed by the Board of
directors from time to time.
ELECTION: Directors shall be elected at the Annual
Meeting of the Shareholders, as set forth in Article VIII, and
the persons receiving the highest number of votes shall be
declared duly elected to the positions for which votes are
solicited, providing such numbers shall represent a majority
of all votes cast. Within ten (10) days after the election,
the directors shall meet and elect a Chairman, President, Vice
President, Secretary, Treasurer or Chief Financial Officer and
Financial Controller.
TERM OF OFFICE: The term of office of directors shall
be as forth in Article VIII, and the term of office of all
officers shall be from time to time as determined by the Board
of Directors, provided all directors and officers shall hold
office until their successors are duly elected and qualified.
All provisions of Article IX, other than those specifically addressed in
paragraph 3 above, shall remain as part of Article IX in their entirety.
2. The number of shares of stock of the Corporation which are
outstanding and entitled to vote on an amendment to the Articles of
Incorporation is Eleven Million Nine Hundred Ninety-
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Nine Thousand Four Hundred and Eighteen (11,999,418) shares of Common Stock.
3. The said changes and amendments set forth herein have been consented
to and approved by a vote of the stockholders holding at a majority of each
class of stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation have executed this Certificate of Amendment of Articles of
Incorporation this 31st day of January, 1997.
/s/ Li Shunxing
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Li Shunxing, President
/s/ Zhang Yibing
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Zhang Yibing, Secretary
Signatures verified by:
/s/ Dominic Yiu Kuen Lai
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Print Name: DOMINIC YIU KUEN LAI
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Notary Public
Hong Kong
[SEAL]
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