AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FRANKLYN RESOURCES III, INC.
Pursuant to NRS 78.403
Franklyn Resources III, Inc., a corporation organized and existing under
the Laws of the State of Nevada, (the "Corporation"), pursuant to NRS 78.403,
does hereby adopt the following as its Articles of Incorporation, replacing in
their entirety, the Corporation's present Articles of Incorporation.
1. The Corporation's Articles of Incorporation of the Corporation are
hereby amended and restated in its entirety to read as follows:
FIRST: The name of the Corporation is Sinoenergy Corporation (the
"Corporation").
SECOND: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the general corporation
law of the State of Nevada.
THIRD:(a) The total number of shares of capital stock which this
Corporation is authorized to issue is one hundred ten million (110,000,000)
shares, of which:
(i) ten million (10,000,000) shares shall be designated as
Preferred Stock, and shall have a par value of $.001 per share; and
(ii) one hundred million (100,000,000) shares shall be
designated as Common Stock, and shall have a par value of $.001 per share.
(b) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, or without voting
powers and with such designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of Directors and as are not
stated and expressed in these Articles of Incorporation, or any amendment
thereto, including (but without limiting the generality of the foregoing) the
following:
(i) the designation of such series;
(ii) the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or of any other series of capital stock, whether such dividends shall be
cumulative or noncumulative, and whether such dividends may be paid in shares of
any class or series of capital stock or other securities of the Corporation;
(iii) whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(iv) the terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series;
(v) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or classes or
series of capital stock or other securities of the Corporation, and, if
provision be made for conversion or exchange, the times, prices, rates,
adjustment and other terms and conditions of such conversion or exchange;
(vi) the extent, if any, to which the holders of the shares of
such series shall be entitled to vote, as a class or otherwise, with respect to
the election of the directors or otherwise, and the number of votes to which the
holder of each share of such series shall be entitled;
(vii) the restrictions, if any, on the issue or reissue of any
additional shares or series of Preferred Stock; and
(viii) the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of assets of, the Corporation.
(c) No holder of any stock of the Corporation of any class or series
now or hereafter authorized, shall, as such holder, be entitled as of right to
purchase or subscribe for any shares of stock of the Corporation of any class or
any series now or hereafter authorized, or any securities convertible into or
exchangeable for any such shares, or any warrants, options, rights or other
instruments evidencing rights to subscribe for, or purchase, any such shares,
whether such shares, securities, warrants, options, rights or other instruments
be unissued or issued and thereafter acquired by the Corporation.
FOURTH: The terms and conditions of any rights, options and warrants
approved by the Board of Directors may provide that any or all of such terms and
conditions may not be waived or amended or may be waived or amended only with
the consent of the holders of a designated percentage of a designated class or
classes of capital stock of the Corporation (or a designated group or groups of
holders within such class or classes, including but not limited to disinterested
holders), and the applicable terms and conditions of any such rights, options or
warrants so conditioned may not be waived or amended or may not be waived or
amended absent such consent.
FIFTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under Nevada law.
SIXTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Chapter 78 of the Nevada Revised Statutes, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
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extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Article SIXTH shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if Chapter 78 of
the Nevada Revised Statutes requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director of officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article SIXTH or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
(b) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article SIXTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
(c) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Chapter 78 of the Nevada Revised Statutes.
SEVENTH: In furtherance and not in limitation of the powers conferred upon
the Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend or repeal from time to time By-laws of the Corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal By-laws made by the Board of Directors and subject to the
provisions of any By-law limiting the right of the Board of Directors to make
certain modifications to the By-laws.
2. This Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of NRS 78.390 and 78.403.
3. The capital of the Corporation will not be reduced under or by reason
of any amendment herein certified.
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IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated
Articles of Incorporation to be signed by its chief executive officer this 28th
day of September, 2006.
s/ Bo Huang
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Bo Huang, Chief Executive Officer
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