Exhibit 3-a
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION OF
CENTRAL AMERICAN EQUITIES CORP.
Pursuant to the provisions of section 607.1006, Florida Statues, this
Florida Profit Corporation adopts the following amendments to its Articles
of Incorporation:
NEW CORPORATE NAME:
CHINA AOXING PHARMACEUTICAL COMPANY, INC.
AMENDMENTS ADOPTED
ARTICLE III of the Certificate of Incorporation of the Corporation is
amended to read in its entirely as follows:
ARTICLE III: CAPITAL STOCK
3.1. Authorized Shares. The Corporation is authorized to issue
100,000,000 shares of Common Stock, $.001 par value ("Common Stock")
and 1,000,000 shares of Preferred Stock, $.001 par value ("Preferred
Stock"). The board of directors may provide for the issuance of
the preferred shares in one or more series, and may determine the
preferences, limitations and relative rights of each such series, by
filings articles of amendment pursuant to Section 607.0602 of the
Florida Business Corporation Act.
3.2 Reverse Stock Split. On July 6, 2006 at 6:00 p.m. Eastern
Standard Time (the "Effective Time"), a reverse stock split
("Reverse Stock Split") will occur, as a result of which each four
(4) issued and outstanding shares of Common Stock of the Corporation
("Old Common Stock") shall automatically, without further action on
the part of the Corporation or any holder of such Common Stock, be
reclassified and converted into one (1) share of the Corporation's
Common Stock ("New Common Stock"). The Reverse Stock Split will be
effected as follows:
(a) Following the Effective Time, each holder of a certificate (s)
representing outstanding shares of the Corporation's Old Common
Stock ("Old Certificate(s)") will be entitled to receive, upon
surrender of such Old Certificate(s) to the Corporation's
transfer agent (the "Agent") for cancellation, a certificate(s)
("New Certificate") representing the number of shares of New
Common Stock owned by such stockholder following the Reverse
Stock Split.
(b) From and after the Effective Time, Old Certificates shall confer
no right upon the holders thereof other than the right to exchange them
for the New Certificates pursuant to the provision hereof.
(c) The Corporation will not issue fractional shares. The number of
shares to be issued to each stockholder will be rounded up to the
nearest whole number if, as a result of the Reverse Stock Split, the
number of shares owned by any stockholder would not be a whole number.
3.3 Designation of Series C Preferred Stock.
Section 1. Designation and Amount. The shares of such series shall
be designated as "Series C Convertible Preferred Stock" and the
number of shares constituting such series shall be 300,000. Such
number of shares may be increased or decreased by resolution of the
Board of Directors; provided, however, that no decrease shall reduce
the number of shares of Series C Convertible Preferred Stock to a
number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Corporation convertible
into Series C Convertible Preferred Stock.
Section 2. Dividends and Distributions.
(A) No Dividends. The holders of Series C Convertible
Preferred Stock shall not be entitled to receive dividends except
upon liquidation.
(B) Liquidation. Upon the liquidation, dissolution and
winding up of the Corporation, the holders of the Series C
Convertible Preferred Stock shall be entitled to receive in cash out
of the assets of the Corporation, whether from capital or from
earnings available for distribution to its stockholders, before any
amount shall be paid to the holders of common stock or any other
series of preferred stock, the sum of One Cent ($0.01) per share,
after which the holders of Series C Convertible Preferred Stock
shall share in the distribution with the holders of the Common Stock
and other series of preferred stock on a pari passu basis, except
that in determining the appropriate distribution of available cash
among the shareholders, each share of Series C Convertible Preferred
Stock shall be deemed to have been converted into the number of
shares of the Corporation's Common Stock into which that holder's
Series C Convertible Preferred Stock could be converted on the
record date for the distribution.
Section 3. Voting Rights. The holders of shares of Series C
Convertible Preferred Stock shall have the following voting rights:
Each share of Series C Convertible Preferred Stock shall entitle the
holder thereof to cast on all matters submitted to a vote of the
stockholders of the Corporation that number of votes which equals
the number of shares of Common Stock into which such holder's shares
of Series C Convertible Preferred Stock are convertible on the
record date for the stockholder action, as determined under Section
8 hereof.
Section 4. Reacquired Shares. Any shares of Series C Convertible
Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance
set forth herein.
Section 5. Redemption. On the first anniversary of the date on
which the Series C Convertible Preferred Stock is issued (or on the
first business day after such date, if the redemption date falls on
a date on which banks in New York State are closed), the Corporation
shall be entitled to redeem the shares of Series C Convertible
Preferred Stock by giving written notice to the registered holders
thereof not less than 5 nor more than 60 days prior to the
redemption date. Each such notice shall state (1) the redemption
date, (2) the number of shares to be redeemed from each holder, and
(3) the place where certificates for the Series C Convertible
Preferred Stock are to be surrendered. Upon surrender in accordance
with said notice of certificates for the shares to be redeemed, such
shares shall be redeemed at a price of $.001 per share. Notice
having been given, upon the redemption date (unless the Corporation
shall default in paying the redemption price), said shares shall no
longer be deemed to be outstanding.
Section 6. Voting on Amendment. The Articles of Incorporation of the
Corporation shall not be further amended, nor shall any resolution
of the directors be adopted that in any manner would materially
alter or change the powers, preferences or special rights of the
Series C Convertible Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of Series C Convertible Preferred
Stock, voting together as a single class.
Section 7. No Impairment. The Corporation will not, by amendment of
its Articles of Incorporation or adoption of a directors'
resolution or by any other means or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the
Corporation but will at all times in good faith assist in the
carrying out of all the provisions of this Certificate of
Designation and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion
Rights of the holder of the Series C Convertible Preferred Stock
against impairment.
Section 8. Conversion. The holders of the Series C Convertible
Preferred Stock shall have the following rights with respect to the
conversion of the Series C Convertible Preferred Stock into shares
of Common Stock (the "Conversion Rights"):
(A) Conversion. Subject to and in compliance with the
provisions of this Section 8, any shares of Series C Convertible
Preferred Stock may, at any time, at the option of the holder, be
converted into fully paid and nonassessable shares of Common Stock
(a "Conversion"). The number of shares of Common Stock to which a
holder of Series C Convertible Preferred Stock shall be entitled upon
a Conversion shall be the product obtained by multiplying the number
of shares of Series C Convertible Preferred Stock being converted by
four hundred (400) ("Adjustment Number").
(B) Dividend Payable in Shares of Stock. In the event
the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, then the Adjustment
Number in effect immediately prior to such event shall be adjusted
by multiplying such Adjustment Number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(C) Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, reorganization, or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other
property, then in any such case the Conversion Rights of Series C
Convertible Preferred Stock shall at the same time be modified such
that upon Conversion of a share of Series C Convertible Preferred
Stock the holder shall receive the product of the Adjustment Number
times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged.
(D) Adjustment for Reclassification, Exchange and
Substitution. At any time or times the Common Stock issuable upon
the conversion of the Series C Convertible Preferred Stock is
changed into the same or a different number of shares of any class
or classes of the Corporation's stock, whether by recapitalization,
combination, consolidation, reclassification or otherwise, in any
such event the Adjustment Number shall be changed proportionately to
the change in the number of shares of Common Stock resulting from
the recapitalization, reclassification or other change.
(E) Mechanics of the Conversion. Upon a Conversion, the
holder of Series C Convertible Preferred Stock shall surrender the
certificate or certificates therefor, duly endorsed, at the office
of the Corporation, together with a completed Notice of Conversion
in the Form of Exhibit A. Thereupon, the Corporation shall promptly
issue and deliver to such holder a certificate or certificates for
the number of shares of Common Stock to which such holder is
entitled. The Conversion shall be deemed to have been made at the
close of business on the date of such surrender of the certificates
representing the shares of Series C Convertible Preferred Stock to
be converted. The person entitled to receive the shares of Common
Stock issuable upon a Conversion shall be treated for all purposes
as the record holder of such shares of Common Stock on such date.
(F) Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting
the conversion of the shares of the Series C Convertible Preferred
Stock, such number of its shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all outstanding
shares of the Series C Convertible Preferred Stock. If at any time
the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding
shares of the Series C Convertible Preferred Stock, the
Corporation shall, at the request of any holder of Series C
Convertible Preferred Stock, take such corporate action as may,
in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
Section 9. Notices of Record Date. Upon (i) any taking by the
Corporation of a record of the holders of any class of
securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution,
or (ii) any sale of the Corporation, capital reorganization of the
Corporation, any reclassification or recapitalization of the
capital stock of the Corporation, or any voluntary or
involuntary dissolution, liquidation or winding up of the
Corporation, the Corporation shall mail to each holder of Series C
Convertible Preferred Stock at least twenty (20) days prior to
the record date specified therein a notice specifying (A) the date
on which any such record is to be taken for the purpose of such
dividend or distribution and a description of such dividend or
distribution, (B) the date on which any such sale of the
Corporation, reorganization, reclassification, recapitalization,
dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed as to when
the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
sale of the Corporation, reorganization, reclassification,
recapitalization, dissolution, liquidation or winding up.
Section 10. Notices. Any notice required by the provisions of this
Certificate of Designation shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next
business day, (iii) three (3) days after having been sent by
regular mail, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All notices
shall be addressed to each holder of record at the address of such
holder appearing on the books of the Corporation.
If an amendment provides for exchange, reclassification, or cancellation
of issued shares, provisions for implementing the amendment if not
contained in the amendment itself: N/A
The date of each amendment's adoption: May 31, 2006
Effective date: July 6, 2006
Adoption of Amendments
The amendment was approved by the shareholders. The number of votes
cast for the amendments by the shareholders was sufficient for approval.
/s/ Zhenjiang Yue
----------------------
Zhenjiang Yue
Chief Executive Officer