[GRAPHIC DEAN HELLER
OMITTED] Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
------------------------------------------------------------------------
| |
| Certificate of Correction |
| (PURSUANT TO NRS 78,78A, 80, 81, 82, 84, 86, 87, 58, 88A, 89 and 92A) |
| |
------------------------------------------------------------------------
ABOVE SPACE IS FOR OFFICE USE ONLY
----------------------------------
Certificate of Correction
(Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A)
1. The name of the entity for which correction is being made:
China Industrial Waste Management, Inc. (formerly, Goldtech Mining Corporation)
2. Description of the original document for which correction is being made:
Certificate of Designation
3. Filing date of the original document for which correction is being made:
November 10, 2005
4. Description of the inaccuracy or defect.
The second page of the Certificate of Designation of Preferences, Rights and
Limitations of Series A Convertible Preferred Stock, which contains Sections 1
through 4(A) of such certificate, was inadvertently omitted from the document
which was filed.
5. Correction of the inaccuracy or defect.
Page 2 of the Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, which page is attached hereto, is
hereby filed and shall constitute page 2 thereof.
6. Signature:
Secretary May 22, 2006
Authorized Signature Title* Date
*If entity is a Corporation, it must be signed
by an Officer if stock has been issued, OR an Incorporator or Director if stock
has not been issued; a Limited -Liability Company, by a manager or managing
members; a Limited Partnership or Limited-Liability Limited Partnership, by a
General Partner; a Limited-Liability Partnership, by a Managing Partner; a
Business Trust, by a Trustee.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
2003
Nevada Secretary of Slate AM Correction
Revised an. 10103105
NOW, THEREFORE, BE IT RESOLVED:
1. Designation and Number of Shares. There shall be hereby created and
established a series of Preferred Stock designated as "Series A Convertible
Preferred Stock" (the "Series A Preferred Stock"). The authorized number of
shares of Series A Preferred Stock shall be 64,000. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in Section 9
below.
2. Rank.
(A) The Series A Preferred Stock shall with respect to distributions
of assets and rights upon the occurrence of a Liquidation rank senior to (i) all
classes of common stock of the Corporation (including, without limitation, the
Common Stock, par value $.001 per share (the "Common Stock"), of the
Corporation) and (ii) each other class or series of Capital Stock of the
Corporation hereafter created which does not expressly rank parr passu with or
senior to the Series A Preferred Stock (the "Junior Stock").
(B) Notwithstanding anything to the contrary contained in the Articles
of Incorporation of the Corporation, the vote of the holders of a majority of
the Series A Preferred Stock shall be a prerequisite to the designation or
issuance of any shares of Capital Stock ranking senior to the Series A Preferred
Stock in the event of a Liquidation.
3. Dividends. The holders of shares of Series A Preferred Stock shall
not be entitled to receive any dividends except in accordance with this Section
3. If the Corporation declares and pays cash dividends or distributions on the
Common Stock, then, in that event, the holders of shares of Series A Preferred
Stock shall be entitled to share in such dividends or distributions on a pro
rata basis, as if their shares had been converted into shares of Common Stock
pursuant to Section 7(a) immediately prior to the record date for determining
the stockholders of the Corporation eligible to receive such dividends or
distributions.
4. Liquidation Preference.
(A) Priority Payment. Upon the occurrence of a Liquidation, the
holders of shares of Series A Preferred Stock shall be entitled to be paid for
each share of Series A Preferred Stock held thereby, out of, but only to the
extent of, the assets of the Corporation legally available for distribution to
its stockholders, an amount equal to $10,000 (as adjusted for stock splits,
stock dividends, combinations or other recapitalizations of the Series A
Preferred Stock, the "Liquidation Preference") plus, as provided in Section 3
above, all accrued and unpaid dividends, if any, with respect to each share of
Series A Preferred Stock, before any payment or distribution is made to any
Junior Stock. If the assets of the Corporation available for distribution to the
holders of Series A Preferred Stock shall be insufficient to permit payment in
full to such holders of the sums which such holders are entitled to receive in
such case, then all of the assets available for distribution to holders of the
Series A Preferred Stock shall be distributed among and paid to such holders
ratably in proportion to the amounts that would be payable to such holders if
such assets were sufficient to permit payment in full.