Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
Green Star Mining Corp., a corporation organized and existing under and by
virtue of the General Corporation Law of Delaware (the "Corporation") does
hereby certify as follows:
FIRST: The Certificate of Incorporation as heretofore amended shall be further
amended by changing Article "FOURTH" so that, as amended, said Article shall
read in its entirely as follows:
"FOURTH: The total number of shares of capital stock which the Corporation
shall have the authority to issue is One Hundred and Forty Million
(140,000,000) shares, consisting of One Hundred Million (100,000,000)
shares of common stock, par value $0.0001 per share ("Common Stock") and
Forty Million (40,000,000) shares of preferred stock, par value $0.001 per
share ("Preferred Stock").
The powers, preferences and rights and the qualification, limitation and
restrictions thereof shall be determined by the Board of Directors.
Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by
the Board of Directors of the Corporation as hereinafter provided. Any
shares of Preferred Stock which may be redeemed, purchased or acquired by
the Corporation may be reissued except as otherwise provided by law or by
the terms of any series of Preferred Stock. Different series of Preferred
Stock shall not be construed to constitute different classes of shares for
the purposes of voting by classes unless expressly provided.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions
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providing for the issue of the shares thereof, to determine and fix such
voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, special voting rights, conversion
rights, redemption privileges and liquidation preferences, as shall be
stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of the State of
Delaware. Without limiting the generality of the foregoing, the resolutions
providing for issuance of any series of Preferred Stock may provide that
such series shall be superior or rank equally or be junior to Preferred
Stock of any other series to the extent permitted by law. Except as
otherwise specifically provided in this Certificate of Amendment of
Certificate of Incorporation, the By-Laws of the Corporation or any
agreement in existence from time-to-time among the stockholders of the
Corporation and the Corporation, no vote of the holders of Preferred Stock
or Common Stock shall be a prerequisite to the issuance of any shares of
any series of Preferred Stock authorized by and complying with the
conditions of this Article FOURTH, the right to have such vote being
expressly waived by all present and future holders of the capital stock of
the Corporation."
SECOND: The Certificate of Incorporation as heretofore amended shall be further
amended by adding Article "EIGHTH" so that, said Article shall read in its
entirely as follows:
"EIGHTH: The Corporation shall, to the fullest extent permitted by the
provisions of ss. 145 of the General Corporation Law, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office, and shall continue
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as to a person who has ceased to be a director, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and administrators
of such person."
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of
the Corporation, has executed, signed and acknowledged this Certificate of
Amendment of Certificate of Incorporation this 31st day of December, 2009.
By: /s/ Yi Chen
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Name: Yi Chen
Title: Chief Executive Officer
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