EXHIBIT 3.1
ROSS MILLER Document Number
Secretary of State 20100089973-59
206 North Carson Street Filing Date and Time
Carson City, Nevada 89701-4299 02/11/2010 11:00 AM
(775) 684 5708 Entity Number
Website: www.nvsos.gov E0515782007-5
Filed in the office of
/s/ Ross Miller
ROSS MILLER
Secretary of State
ARTICLES OF MERGER State of Nevada
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200). If there are more than four merging entities, check box [ ] and
attach an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Blue Sphere Corporation
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Jin Jie Corp.
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Jin Jie Corp.
Name of surviving entity
Nevada Corporation
Jurisdiction Entity type *
* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 2
2) Forwarding address where copies of process may be sent by the Secretary of
State of Nevada (if a foreign entity is the survivor in the merger - NRS
92A.1 90):
Attn:
c/o:
3) (Choose one)
[X] The undersigned declares that a plan of merger has been adopted by
each constituent entity (NRS 92A.200).
[ ] The undersigned declares that a plan of merger has been adopted by
the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as
applicable, for each entity) (if there are more than four merging entities,
check box [ ] and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity):
(a) Owner's approval was not required from
Blue Sphere Corporation
Name of merging entity, if applicable
Jin Jie Corp.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Jin Jie Corp.
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
(b) The plan was approved by the required consent of the owners of *:
Blue Sphere Corporation
Name of merging entity, if applicable
Jin Jie Corp.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Jin Jie Corp.
Name of surviving entity, if applicable
* Unless otherwise provided in the certificate of trust or governing
instrument of a business trust, a merger must be approved by all the
trustees and beneficial owners of each business trust that is a constituent
entity in the merger.
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 4
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation
and by each public officer or other person whose approval of the plan of
merger is required by the articles of incorporation of the domestic
corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 5
5) Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
Article 1 of the Articles of Incorporation of Jin Jie Corp. shall be
amended to state that the name of the corporation is "Blue Sphere
Corporation".
6) Location of Plan of Merger (check a or b):
[X] (a) The entire plan of merger is attached;
or,
[ ] (b) The entire plan of merger is on file at the registered office of
the surviving corporation, limited-liability company or business
trust, or at the records office address if a limited partnership, or
other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)":
* Amended and restated articles may be attached as an exhibit or integrated
into the articles of merger. Please entitle them "Restated" or "Amended and
Restated," accordingly. The form to accompany restated articles prescribed
by the secretary of state must accompany the amended and/or restated
articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent -
Nevada parent owning 90% or more of subsidiary), the articles of merger may
not contain amendments to the constituent documents of the surviving entity
except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later
date as specified in the articles, which must not be more than 90 days
after the articles are filed (NRS 92A.240).
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 6
8) Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners
of each Nevada limited partnership; A manager of each Nevada
limited-liability company with managers or all the members if there are no
managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there
are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional
entity.):
Blue Sphere Corporation
Name of merging entity
/s/ Cally Ka Lai Lai President 2/11/2010
Signature Title Date
Jin Jie Corp.
Name of merging entity
/s/ Cally Ka Lai Lai President 2/11/2010
Signature Title Date
Name of merging entity
Signature Title Date
Name of merging entity
Signature Title Date
Jin Jie Corp.
Name of surviving entity
/s/ Cally Ka Lai Lai President 2/11/2010
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in
the manner provided by the law governing it (NRS 92A.230). Additional
signature blocks may be added to this page or as an attachment, as needed.
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.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of February 3, 2010.
BETWEEN:
BLUE SPHERE CORPORATION, a Nevada corporation, having its office
at 409 - 4th Floor, Tsui King House, Choi Lung Estate, Kowloon,
Hong Kong
("Blue Sphere")
AND:
JIN JIE CORP., a Nevada corporation, having its office at 409 -
4th Floor, Tsui King House, Choi Lung Estate, Kowloon, Hong Kong
("Jin Jie")
WHEREAS:
A. Blue Sphere is the wholly-owned subsidiary of Jin Jie;
B. The boards of directors of Blue Sphere and Jin Jie deem it advisable and in
the best interests of their respective companies and shareholders that Blue
Sphere be merged with and into Jin Jie, with Jin Jie remaining as the surviving
corporation under the name "Blue Sphere Corporation";
C. The board of directors of Blue Sphere has approved the plan of merger
embodied in this Agreement; and
D. The board of directors of Jin Jie has approved the plan of merger embodied in
this Agreement.
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, the parties hereto do hereby agree to merge on the terms and conditions
herein provided, as follows:
1. THE MERGER 1.1 THE MERGER
Upon the terms and subject to the conditions hereof, on the Effective Date
(as hereinafter defined), Blue Sphere shall be merged with and into Jin Jie in
accordance with the applicable laws of the State of Nevada (the "MERGER"). The
separate existence of Blue Sphere shall cease, and Jin Jie shall be the
surviving corporation under the name "Blue Sphere Corporation" (the "SURVIVING
CORPORATION") and shall be governed by the laws of the State of Nevada.
1.2 EFFECTIVE DATE
The Merger shall become effective on the date and at the time (the
"EFFECTIVE Date") that:
(a) the Articles of Merger, in substantially the form annexed hereto as
Schedule A, that the parties hereto intend to deliver to the Secretary
of State of the State of Nevada, are accepted and declared effective
by the Secretary of State of the State of Nevada; and
(b) after satisfaction of the requirements of the laws of the State of
Nevada.
1.3 ARTICLES OF INCORPORATION
On the Effective Date, the Articles of Incorporation of Jin Jie, as in
effect immediately prior to the Effective Date, shall continue in full force and
effect as the Articles of Incorporation of the Surviving Corporation except that
Article 1 of the Articles of Incorporation of Jin Jie, as the Surviving
Corporation, shall be amended to state that the name of the corporation is "Blue
Sphere Corporation".
1.4 BYLAWS
On the Effective Date, the Bylaws of Blue Sphere, as in effect immediately
prior to the Effective Date, shall continue in full force and effect as the
bylaws of the Surviving Corporation.
1.5 DIRECTORS AND OFFICERS
The directors and officers of Jin Jie immediately prior to the Effective
Date shall be the directors and officers of the Surviving Corporation, until
their successors shall have been duly elected and qualified or until otherwise
provided by law, the Articles of Incorporation of the Surviving Corporation or
the Bylaws of the Surviving Corporation.
2. CONVERSION OF SHARES
2.1 COMMON STOCK OF JIN JIE
Upon the Effective Date, by virtue of the Merger and without any action on
the part of any holder thereof, each share of common stock of Jin Jie, par value
of $0.001 per share, issued and outstanding immediately prior to the Effective
Date shall be changed and converted into one fully paid and non-assessable share
of the common stock of the Surviving Corporation, par value of $0.001 per share
(the "SURVIVOR STOCK").
2
2.2 COMMON STOCK OF BLUE SPHERE
Upon the Effective Date, by virtue of the Merger and without any action on
the part of the holder thereof, each share of common stock of Blue Sphere, par
value of $0.01 per share, issued and outstanding immediately prior to the
Effective Date shall be cancelled. 2.3 EXCHANGE OF CERTIFICATES
Each person who becomes entitled to receive any Survivor Stock by virtue of
the Merger shall be entitled to receive from the Surviving Corporation a
certificate or certificates representing the number of Survivor Stock to which
such person is entitled as provided herein.
3. EFFECT OF THE MERGER
3.1 RIGHTS, PRIVILEGES, ETC.
On the Effective Date of the Merger, the Surviving Corporation, without
further act, deed or other transfer, shall retain or succeed to, as the case may
be, and possess and be vested with all the rights, privileges, immunities,
powers, franchises and authority, of a public as well as of a private nature, of
Blue Sphere and Jin Jie; all property of every description and every interest
therein, and all debts and other obligations of or belonging to or due to each
of Blue Sphere and Jin Jie on whatever account shall thereafter be taken and
deemed to be held by or transferred to, as the case may be, or invested in the
Surviving Corporation without further act or deed, title to any real estate, or
any interest therein vested in Blue Sphere or Jin Jie, shall not revert or in
any way be impaired by reason of this merger; and all of the rights of creditors
of Blue Sphere and Jin Jie shall be preserved unimpaired, and all liens upon the
property of Blue Sphere or Jin Jie shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective corporations shall
thenceforth remain with or be attached to, as the case may be, the Surviving
Corporation and may be enforced against it to the same extent as if all of said
debts, liabilities, obligations and duties had been incurred or contracted by
it.
3.2 FURTHER ASSURANCES
From time to time, as and when required by the Surviving Corporation or by
its successors and assigns, there shall be executed and delivered on behalf of
Blue Sphere such deeds and other instruments, and there shall be taken or caused
to be taken by it such further other action, as shall be appropriate or
necessary in order to vest or perfect in or to confirm of record or otherwise in
the Surviving Corporation the title to and possession of all the property,
interest, assets, rights, privileges, immunities, powers, franchises and
authority of Blue Sphere and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Surviving Corporation are fully
authorized in the name and on behalf of Blue Sphere or otherwise to take any and
all such action and to execute and deliver any and all such deeds and other
instruments.
3
4. GENERAL
4.1 ABANDONMENT
Notwithstanding any approval of the Merger or this Agreement by the
shareholders of Blue Sphere or Jin Jie or both, this Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time, by
mutual written agreement of Blue Sphere and Jin Jie.
4.2 AMENDMENT
At any time prior to the Effective Date, this Agreement may be amended or
modified in writing by the board of directors of both Blue Sphere and Jin Jie.
4.3 GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.
4.4 COUNTERPARTS
In order to facilitate the filing and recording of this Agreement, the same
may be executed in any number of counterparts, each of which shall be deemed to
be an original.
4.5 ELECTRONIC MEANS
Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date set forth above.
BLUE SPHERE CORPORATION
Per: /s/ Cally Ka Lai Lai
-----------------------------------
Authorized Signatory
JIN JIE CORP.
Per: /s/ Cally Ka Lai Lai
-----------------------------------
Authorized Signatory
4
SCHEDULE A
To the Agreement and Plan of Merger between
Blue Sphere and Jin Jie
Articles of Merger