AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
YIFAN COMMUNICATIONS, INC.
YIFAN COMMUNICATIONS, INC., (the "Corporation"), pursuant to the
requirements of the General Corporation Law of the State of Delaware, as
amended, hereby certifies:
WHEREAS, the Corporation filed an Amendment to the Certificate of
Incorporation on July 28, 2000 (the "July 2000 Amendment") with an effective
date of September 30, 2000 and then filed a Certificate of Termination on
September 22, 2000 that terminated the July 2000 Amendment;
WHEREAS, the Amendment to the Certificate of Incorporation set forth
herein was duly adopted in a resolution by the Corporation's Board of Directors,
submitted to certain of the Corporation's stockholders for their written consent
and approval, and subsequently approved by the written consent of the holders of
a majority of the Corporation's issued and outstanding voting stock.
The provisions of the original Certificate of Incorporation and all
subsequent amendments thereto are hereby superseded by the following amendments:
ARTICLE IV
CAPITAL STOCK
4.1 Reverse Split of Outstanding Common Stock. Effective at 12:01 a.m. EDT
on September 25, 2000, and without any further action by the holders of the
Common Stock of the Corporation, the THIRTY TWO MILLION, FIVE HUNDRED
THOUSAND (32,500,000) issued and outstanding shares of the Corporation's
$0.0002 par value common stock ("Old Common"), together with any additional
shares of the Corporation's Old Common that are or may be issued prior to
the effective time set forth above, shall be consolidated or "reverse
split" in the ratio of one (1) share of $0.008 par value common stock ("New
Common") for every forty (40) shares of Old Common currently held by a
stockholder so that the total issued and outstanding capital stock of the
Corporation shall consist of EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED
(812,500) shares, more or less, as adjusted for any additional issuances of
Old Common prior to the effective time set forth above. No fractional
shares of New Common shall be issued in connection with the reverse split.
In the event that the foregoing reverse split would result in the issuance
of a fractional share of New Common to any stockholder, the Corporation
shall pay the Stockholder entitled thereto an amount in cash equal to the
fair market value of such fractional shares, determined as of the close of
business on September 22, 2000.
4.2 Authorized Capital. From and after 12:01 a.m. EDT on September 25,
2000, the Corporation shall be authorized to issue a total of One Hundred
Ten Million (110,000,000) shares of capital stock which shall be subdivided
into classes as follows:
(a) One Hundred Million (100,000,000) shares of the Corporation's capital
stock shall be denominated as Common Stock, have a par value of
$0.008 per share, and have the rights, powers and preferences set
forth in this paragraph. The Holders of Common Stock shall share
ratably, with all other classes of common equity, in any dividends
that may, from time to time, be declared by the Board of Directors.
No dividends may be paid with respect to the Corporation's Common
Stock, however, until dividend distributions to the holders of
Preferred Stock, if any, have been paid in accordance with the
certificate or certificates of designation relating to such Preferred
Stock. The holders of Common Stock shall share ratably, with all
other classes of common equity, in any assets of the Corporation that
are available for distribution to the holders of common equity
securities of the Corporation upon the dissolution or liquidation of
the Corporation. The holders of Common Stock shall be entitled to
cast one vote per share on all matters that are submitted for a vote
of the stockholders.
(b) Ten Million (10,000,000) shares of the Corporation's authorized
capital stock shall be denominated as Preferred Stock, par value of
$0.008 per share. Shares of Preferred Stock may be issued from time
to time in one or more series as the Board of Directors, by
resolution or resolutions, may from time to time determine, each of
said series to be distinctively designated. The voting powers,
preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof,
if any, of each such series of Preferred Stock may differ from those
of any and all other series of Preferred Stock at any time
outstanding, and the Board of Directors is hereby expressly granted
authority to fix or alter, by resolution or resolutions, the
designation, number, voting powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of each such
series of Preferred Stock.
Dated September 22, 2000.
By: /s/ Yifan Hi
Name: Yifan Hi
Title: President