Item 6(a) Exhibit (4)
CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
RIGHTS OF SERIES G 7% CUMULATIVE CONVERTIBLE
PREFERRED STOCK, $.001 PAR VALUE PER SHARE
It is hereby certified that:
I. The name of the corporation is China Premium Food Corporation
(the "Corporation"), a Delaware corporation.
II. Set forth hereinafter is a statement of the voting powers,
preferences, limitations, restrictions, and relative rights of shares of
Series G 7% Cumulative Convertible Preferred Stock hereinafter designated
as contained in a resolution of the Board of Directors of the Corporation
pursuant to a provision of the Articles of Incorporation of the Corporation
permitting the issuance of said Series G 7% Cumulative Convertible
Preferred Stock by resolution of the Board of Directors:
Series G 7% Cumulative Convertible Preferred Stock, $.001 par value.
1. Designation: Number of Shares. The designation of said series
of Preferred Stock shall be Series G 7% Cumulative Convertible Preferred
Stock (the "Series G Preferred Stock"). The number of shares of Series G
Preferred Stock shall be 200,000. Each share of Series G Preferred Stock
shall have a stated value equal to $10 (as adjusted for any stock
dividends, combinations or splits with respect to such shares) (the "Stated
Value"), and $.001 par value.
2. Dividends.
(a) The Holders of outstanding shares of Series G Preferred
Stock shall be entitled to receive preferential dividends in cash out of
any funds of the Corporation legally available at the time for declaration
of dividends before any dividend or other distribution will be paid or
declared and set apart for payment on any shares of any Common Stock, or
other class of stock presently authorized or to be authorized (the Common
Stock, and such other stock [except for the Series D Preferred Stock
outstanding prior to the date of this Certificate] being hereinafter
collectively the "Junior Stock") at the rate of 7% simple interest per
annum on the Stated Value per share payable quarterly commencing with the
quarter ending September 30, 2000 when as and if declared, at the
Corporation's option however that dividend payments may be made in
additional fully paid and non assessable shares of Series G Preferred Stock
at a rate of one share of Series G Preferred Stock for each $10 of such
dividend not paid in cash, and the issuance of such additional shares shall
constitute full payment of such dividend. Dividends may be paid with Series
G Preferred Stock only if the Common Stock deliverable upon conversion of
such Series G Preferred Stock will have been included for public resale in
an effective registration statement filed with the Securities and Exchange
Commission on the dates such dividends are payable and paid to the Holders,
otherwise the dividend will be paid in cash.
(b) The dividends on the Series G Preferred Stock at the
rates provided above shall be cumulative whether or not earned so that, if
at any time full cumulative dividends at the rate aforesaid on all shares
of the Series G Preferred Stock then outstanding from the date from and
after which dividends thereon are cumulative to the end of the quarterly
dividend period next preceding such time shall not have been paid or
declared and set apart for payment, or if the full dividend on all such
outstanding Series G Preferred Stock for the then current dividend period
shall not have been paid or declared and set apart for payment, the amount
of the deficiency shall be paid or declared and set apart for payment (but
without interest thereon) before any sum shall be set apart for or applied
by the Corporation or a subsidiary of the Corporation to the purchase,
redemption or other acquisition of the Series G Preferred Stock or any
shares of any other class of stock ranking on a parity with the Series G
Preferred Stock ("Parity Stock") and before any dividend or other
distribution shall be paid or declared and set apart for payment on any
Junior Stock and before any sum shall be set aside for or applied to the
purchase, redemption or other acquisition of Junior Stock.
(c) Dividends on all shares of the Series G Preferred Stock
shall begin to accrue and be cumulative from and after the date of issuance
thereof. A dividend period shall be deemed to commence on the day
following a quarterly dividend payment date herein specified and to end on
the next succeeding quarterly dividend payment date herein specified.
(d) The Series D Preferred Stock of the Corporation
outstanding prior to the date of this Certificate shall be ranked equally
with the Series G Preferred Stock for dividend and liquidation rights.
3. Liquidation Rights.
(a) Upon the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the Holders of the Series G
Preferred Stock shall be entitled to receive before any payment or
distribution shall be made on the Junior Stock, out of the assets of the
Corporation available for distribution to stockholders, the Stated Value
per share of Series G Preferred Stock and all accrued and unpaid dividends
to and including the date of payment thereof. Upon the payment in full of
all amounts due to Holders of the Series G Preferred Stock the Holders of
the Common Stock of the Corporation and any other class of Junior Stock
shall receive all remaining assets of the Corporation legally available for
distribution. If the assets of the Corporation available for distribution
to the Holders of the Series G Preferred Stock shall be insufficient to
permit payment in full of the amounts payable as aforesaid to the Holders
of Series G Preferred Stock upon such liquidation, dissolution or winding-
up, whether voluntary or involuntary, then all such assets of the
Corporation shall be distributed to the exclusion of the Holders of shares
of Junior Stock ratably among the Holders of the Series G Preferred Stock.
(b) Neither the purchase nor the redemption by the
Corporation of shares of any class of stock nor the merger or consolidation
of the Corporation with or into any other corporation or corporations nor
the sale or transfer by the Corporation of all or any part of its assets
shall be deemed to be a liquidation, dissolution or winding-up of the
Corporation for the purposes of this paragraph 3.
4. Conversion into Common Stock. Shares of Series G Preferred
Stock shall have the following conversion rights and obligations:
(a) Subject to the further provisions of this paragraph 4
each Holder of shares of Series G Preferred Stock shall have the right at
any time commencing after the issuance to the Holder of Series G Preferred
Stock, to convert such shares into fully paid and non-assessable shares of
Common Stock of the Corporation (as defined in paragraph 4(i) below)
determined in accordance with the Conversion Price provided in paragraph
4(b) below (the "Conversion Price"); provided, that the aggregate Stated
Value to be converted shall be at least $10,000 (unless if at the time of
such conversion the aggregate Stated Value of all shares of Series G
Preferred Stock registered to the Holder is less than $10,000, then the
whole amount may be converted). All issued or accrued but unpaid dividends
may be converted at the election of the Holder simultaneously with the
conversion of principal amount of Stated Value of Series G Preferred Stock
being converted.
(b) The number of shares of Common Stock issuable upon
conversion of each share of Series G Preferred Stock shall equal (i) the
sum of (A) the Stated Value per share and (B) at the Holder's election
accrued and unpaid dividends on such share, divided by (ii) the Conversion
Price. The Conversion Price shall be , at the election of the Holder, (x)
$.85, or (y) 80% of the average of the three (3) lowest Closing Bid Prices
for the twenty-two (22) days immediately preceding the conversion of the
respective shares of Series G Preferred Stock (Lookback Period"). The
Conversion Price set forth in Paragraph 4(b)(x) above for the Put Preferred
Stock defined in a subscription agreement ("Subscription Agreement") among
the Corporation and Holders of Series G Preferred Stock relating to the
initial issuance of Series G Preferred Stock shall be 75% of the average of
the lowest Closing Bid Prices for the ten (10) trading days immediately
preceding a Put Closing Date (as defined in the Subscription Agreement).
The Closing Bid Price shall mean the closing bid price of the Corporation's
Common Stock as reported by the NASD OTC Bulletin Board or the principal
exchange or market where traded.
(c) The Holder of any certificate for shares of Series G
Preferred Stock desiring to convert any of such shares may give notice of
its decision to convert the shares into common stock by delivering or
telecopying an executed and completed notice of conversion to the
Corporation and delivering within three business days thereafter, the
original certificate for the Preferred Stock properly endorsed for or
accompanied by duly executed instruments of transfer (and such other
transfer papers as said Transfer Agent may reasonably require) to the
Corporation. Each date on which a notice of conversion is delivered or
telecopied to the Corporation in accordance with the provisions hereof
shall be deemed a Conversion Date. A form of Notice of Conversion that may
be employed by a Holder is annexed hereto as Exhibit A. The Corporation
will transmit the certificates representing the shares of common stock
issuable upon conversion of any Series G Preferred Stock (together with the
Series G Preferred Stock representing the shares not converted) to the
Holder via express courier, by electronic transfer or otherwise, within
five business days after receipt by the Corporation of the original or
telecopied notice of conversion and the Series G Preferred Stock
representing the shares to be converted ("Delivery Date"). The Holder of
the shares so surrendered for conversion shall be entitled to receive on or
before the Delivery Date a certificate or certificates which shall be
expressed to be fully paid and non-assessable for the number of shares of
Common Stock to which such Holder shall be entitled upon such conversion
registered in the name of such Holder. The Corporation is obligated to
deliver to the Holder simultaneously with the aforedescribed Common Stock,
at the election of the Holder, additional Common Stock representing the
conversion at the Conversion Price, of dividends accrued on the Series G
Preferred Stock being converted. In the case of any Series G Preferred
Stock which is converted in part only the Holder of shares of Series G
Preferred Stock shall upon delivery of the certificate or certificates
representing Common Stock also receive a new share certificate representing
the unconverted portion of the shares of Series G Preferred Stock. Nothing
herein shall be construed to give any Holder of shares of Series G
Preferred Stock surrendering the same for conversion the right to receive
any additional shares of Common Stock or other property which results from
an adjustment in conversion rights under the provisions of paragraph (d) or
(e) of this paragraph 4 until Holders of Common Stock are entitled to
receive the shares or other property giving rise to the adjustment.
In the case of the exercise of the conversion rights set forth in
paragraph 4(a) the conversion privilege shall be deemed to have been
exercised and the shares of Common Stock issuable upon such conversion
shall be deemed to have been issued upon the date of receipt by the
Corporation of the Notice of Conversion. The person or entity entitled to
receive Common Stock issuable upon such conversion shall, on the date such
conversion privilege is deemed to have been exercised and thereafter, be
treated for all purposes as the record Holder of such Common Stock and
shall on the same date cease to be treated for any purpose as the record
Holder of such shares of Series G Preferred Stock so converted.
Upon the conversion of any shares of Series G Preferred Stock no
adjustment or payment shall be made with respect to such converted shares
on account of any dividend on the Common Stock, except that the Holder of
such converted shares shall be entitled to be paid any dividends declared
on shares of Common Stock after conversion thereof.
The Corporation shall not be required, in connection with any
conversion of Series G Preferred Stock, and payment of dividends on Series
G Preferred Stock to issue a fraction of a share of its Series G Preferred
Stock and shall instead deliver a stock certificate representing the next
whole number.
The Corporation and Holder may not convert that amount of the Series
G Preferred Stock on a Conversion Date in amounts inconsistent with the
limitations set forth in the Subscription Agreement in connection with that
number of shares of Common Stock which would be in excess of the sum of (i)
the number of shares of Common Stock beneficially owned by the Subscriber
and its affiliates on such Conversion Date, and (ii) the number of shares
of Common Stock issuable upon the conversion of the Series G Preferred
Stock with respect to which the determination of this proviso is being made
on such Conversion Date, which would result in beneficial ownership by the
Holder and its affiliates of more than 9.99% of the outstanding shares of
Common Stock of the Corporation. For the purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. The Holder may revoke the
conversion limitation described in this Paragraph upon 75 days prior notice
to the Corporation. The Holder may allocate which of the equity of the
Corporation deemed beneficially owned by the Holder shall be included in
the 9.99% amount described above and which shall be allocated to the excess
above 9.99%.
(d) The Conversion Price determined pursuant to Paragraph
4(b) shall be subject to adjustment from time to time as follows:
(i) In case the Corporation shall at any time (A)
declare any dividend or distribution on its Common Stock or other
securities of the Corporation other than the Series G Preferred
Stock, (B) split or subdivide the outstanding Common Stock, (C)
combine the outstanding Common Stock into a smaller number of shares,
or (D) issue by reclassification of its Common Stock any shares or
other securities of the Corporation, then in each such event the
Conversion Price shall be adjusted proportionately so that the
Holders of Series G Preferred Stock shall be entitled to receive the
kind and number of shares or other securities of the Corporation
which such Holders would have owned or have been entitled to receive
after the happening of any of the events described above had such
shares of Series G Preferred Stock been converted immediately prior
to the happening of such event (or any record date with respect
thereto). Such adjustment shall be made whenever any of the events
listed above shall occur. An adjustment made to the Conversion
pursuant to this paragraph 4(d)(i) shall become effective immediately
after the effective date of the event retroactive to the record date,
if any, for the event.
(e) (i) In case of any merger of the Corporation with or
into any other corporation (other than a merger in which the
Corporation is the surviving or continuing corporation and which does
not result in any reclassification, conversion, or change of the
outstanding shares of Common Stock) then unless the right to convert
shares of Series G Preferred Stock shall have terminated, as part of
such merger lawful provision shall be made so that Holders of Series
G Preferred Stock shall thereafter have the right to convert each
share of Series G Preferred Stock into the kind and amount of shares
of stock and/or other securities or property receivable upon such
merger by a Holder of the number of shares of Common Stock into which
such shares of Series G Preferred Stock might have been converted
immediately prior to such consolidation or merger. Such provision
shall also provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for
in paragraph (d) of this paragraph 4. The foregoing provisions of
this paragraph 4(e) shall similarly apply to successive mergers.
(ii) In case of any sale or conveyance to another person
or entity of the property of the Corporation as an entirety, or
substantially as an entirety, in connection with which shares or
other securities or cash or other property shall be issuable,
distributable, payable, or deliverable for outstanding shares of
Common Stock, then, unless the right to convert such shares shall
have terminated, lawful provision shall be made so that the Holders
of Series G Preferred Stock shall thereafter have the right to
convert each share of the Series G Preferred Stock into the kind and
amount of shares of stock or other securities or property that shall
be issuable, distributable, payable, or deliverable upon such sale
or conveyance with respect to each share of Common Stock immediately
prior to such conveyance.
(f) Whenever the number of shares to be issued upon
conversion of the Series G Preferred Stock is required to be adjusted as
provided in this paragraph 4, the Corporation shall forthwith compute the
adjusted number of shares to be so issued and prepare a certificate setting
forth such adjusted conversion amount and the facts upon which such
adjustment is based, and such certificate shall forthwith be filed with the
Transfer Agent for the Series G Preferred Stock and the Common Stock; and
the Corporation shall mail to each Holder of record of Series G Preferred
Stock notice of such adjusted conversion price.
(g) In case at any time the Corporation shall propose:
(i) to pay any dividend or distribution payable in
shares upon its Common Stock or make any distribution (other than
cash dividends) to the Holders of its Common Stock; or
(ii) to offer for subscription to the Holders of its
Common Stock any additional shares of any class or any other rights;
or
(iii) any capital reorganization or reclassification of
its shares or the merger of the Corporation with another corporation
(other than a merger in which the Corporation is the surviving or
continuing corporation and which does not result in any
reclassification, conversion, or change of the outstanding shares of
Common Stock); or
(iv) the voluntary dissolution, liquidation or winding-
up of the Corporation;
then, and in any one or more of said cases, the Corporation shall cause at
least fifteen (15) days prior notice of the date on which (A) the books of
the Corporation shall close or a record be taken for such stock dividend,
distribution, or subscription rights, or (B) such capital reorganization,
reclassification, merger, dissolution, liquidation or winding-up shall take
place, as the case may be, to be mailed to the Transfer Agent for the
Series G Preferred Stock and for the Common Stock and to the Holders of
record of the Series G Preferred Stock.
(h) So long as any shares of Series G Preferred Stock shall
remain outstanding and the Holders thereof shall have the right to convert
the same in accordance with provisions of this paragraph 4 the Corporation
shall at all times reserve from the authorized and unissued shares of its
Common Stock a sufficient number of shares to provide for such conversions.
(i) The term Common Stock as used in this paragraph 4 shall
mean the $.001 par value Common Stock of the Corporation as such stock is
constituted at the date of issuance thereof or as it may from time to time
be changed or shares of stock of any class of other securities and/or
property into which the shares of Series G Preferred Stock shall at any
time become convertible pursuant to the provisions of this paragraph 4.
(j) The Corporation shall pay the amount of any and all issue
taxes (but not income taxes) which may be imposed in respect of any issue
or delivery of stock upon the conversion of any shares of Series G
Preferred Stock, but all transfer taxes and income taxes that may be
payable in respect of any change of ownership of Series G Preferred Stock
or any rights represented thereby or of stock receivable upon conversion
thereof shall be paid by the person or persons surrendering such stock for
conversion.
(k) In the event a Holder shall elect to convert any shares
of Series G Preferred Stock as provided herein, the Corporation may not
refuse conversion based on any claim that such Holder or any one associated
or affiliated with such Holder has been engaged in any violation of law, or
for any other reason unless, an injunction from a court, on notice,
restraining and or enjoining conversion of all or part of said shares of
Series G Preferred Stock shall have been issued and the Corporation posts a
surety bond for the benefit of such Holder in the amount of 150% of the
Stated Value of the Series G Preferred Stock and dividends sought to be
converted, which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the dispute and
the proceeds of which shall be payable to such Holder in the event it
obtains judgment.
(l) In addition to any other rights available to the Holder,
if the Corporation fails to deliver to the Holder such certificate or
certificates pursuant to Section 4(c) by the Delivery Date and if after the
Delivery Date the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by
such Holder of the Common Stock which the Holder anticipated receiving upon
such conversion (a "Buy-In"), then the Corporation shall pay in cash to the
Holder (in addition to any remedies available to or elected by the Holder)
the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (B) the aggregate Stated Value of the shares of Series G Preferred
Stock for which such conversion was not timely honored, together with
interest thereon at a rate of 16% per annum, accruing until such amount and
any accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty). For example, if the Holder
purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted conversion of $10,000 of
Stated Value of Series G Preferred Stock, the Corporation shall be required
to pay the Holder $1,000, plus interest. The Holder shall provide the
Corporation written notice indicating the amounts payable to the Holder in
respect of the Buy-In.
5. Mandatory Conversion.
(a) The shares of Series G Preferred Stock and dividends not
previously converted into shares of Common Stock shall be converted into
shares of Common Stock without further action of the Holder on the date
that is three years from the date of issuance thereof ("Mandatory
Conversion Date"), at the Conversion Price and on the conversion terms
specified in paragraph 4(b). Deliveries of Common Stock upon Mandatory
Conversion shall be made as if the Mandatory Conversion Date were a
Conversion Date.
(b) Notice of conversion of Series G Preferred Stock by the
Corporation pursuant to this paragraph 5 shall be given by mail or in such
other manner as may be prescribed by resolution of the Board not less than
thirty (30) days prior to the Mandatory Conversion Date. As applicable,
the notice shall specify the number of shares to be converted, the date
fixed for conversion, and the conversion price per share.
(c) The Holder of any certificate for shares of Series G
Preferred Stock that is converted pursuant to this Section 5 shall
surrender such certificate at the principal office of any transfer agent
for said stock (the "Transfer Agent") properly endorsed for or accompanied
by duly executed instruments of transfer (and such other transfer papers as
said Transfer Agent may reasonably require). The Holder of the shares so
surrendered for conversion shall be entitled to receive (except as
otherwise provided herein) a certificate or certificates which shall be
expressed to be fully paid and non-assessable for the number of shares of
Common Stock to which such Holder shall be entitled upon such conversion
registered in the name of such Holder.
(d) On and after the Mandatory Conversion Date and
notwithstanding that any certificate for shares of Series G Preferred Stock
so called for conversion shall not have been surrendered for cancellation,
all dividends on the Series G Preferred Stock called for conversion shall
cease to accrue and the shares represented thereby shall no longer be
deemed outstanding and all rights of the Holders thereof as Holders of the
Corporation shall cease and terminate, except the right to receive the
shares of Common Stock upon conversion as provided herein.
(e) In no event shall a Mandatory Conversion occur without
the consent of the Holder of Series D Preferred Stock at any time unless
(i) the Common Stock to be delivered upon conversion will be upon delivery
and thereafter immediately resalable, without restrictive legend and upon
such resale freely transferable on the transfer books of the Corporation;
and (ii) the Closing Bid Price of the Common Stock for the twenty-two (22)
trading days preceding the Mandatory Conversion Date ("Conversion Lookback
Period") is not less than 300% of the lower Conversion Price determined
pursuant to Section 4(b); and (iii) the reported daily trading volume of
the Common Stock during each trading day during the Conversion Lookback
Period is not less than 250,000 Common Shares per day. In any event, the
Corporation may not effect a Mandatory Conversion without the consent of
the Holder after the occurrence (whether continuing or not) of an Event of
Default as defined in Section 8 hereof.
6. Voting Rights. The shares of Series G Preferred Stock shall
not have voting rights.
7. Redemption. From and after the actual effective date of the
Registration Statement as defined in Section 10.1(iv) of the Subscription
Agreement entered into by the Corporation and Holder (or Holder's
predecessor), the Corporation will have the option, provided notice is
given to the Holder within two (2) days of delivery of a Notice of
Conversion ("Notice of Redemption") of redeeming the Series G Preferred
Stock ("Optional Redemption") which is the subject of the Notice of
Conversion, by paying to the Holder a sum of money equal 135% of the Stated
Value of the aggregate of the Series G Preferred Stock being redeemed plus
the dollar amount of accrued dividends on the Series G Preferred Stock
being redeemed ("Redemption Amount"). A Notice of Redemption may be given
by the Company only if the Conversion Price elected by the Holder is
calculated pursuant to Section 4(b)(y) of this Certificate of Designation.
The date Notice of Redemption is given by the Corporation is the
"Redemption Date." A Notice of Redemption must be accompanied by a
certificate signed by the chief executive officer or chief financial
officer of the Corporation stating that the Corporation has on deposit and
segregated ready funds equal to the Redemption Amount. The Redemption
Amount must be paid in good funds to the Holder on the Delivery Date. In
the event the Corporation fails to pay the Redemption Amount by such
Delivery Date, then the Redemption Notice will be null and void with
respect to the Series G Preferred Stock for which the Redemption Amount had
not been timely paid; the Corporation will thereafter have no further right
to effect an Optional Redemption; and the Holder may elect, at any time, to
convert the Preferred Stock which was the subject of the Notice of
Redemption at the Conversion Price employed in the related Notice of
Conversion. Any Notice of Redemption must be given to all Holders of
Series G Preferred Stock in proportion to their holdings of Series G
Preferred Stock on a Redemption Date.
8. Event of Default. The occurrence of any of the following
events of default ("Event of Default") shall, after the applicable period
to cure the Event of Default, cause the dividend rate of 7% described in
paragraph 2 hereof to become 15% from and after the occurrence of such
event, and the Holder shall have the option to require the Corporation to
redeem the Series G Preferred Stock held by such Holder by the immediate
payment to the Holder by the Corporation of a sum of money equal to the
number of shares that would be issuable upon conversion of an amount of
Stated Value and accrued dividends designated by the Holder at the
Conversion Price in effect as of the trading day prior to the date notice
is given to the Corporation by the Holder multiplied by the average of the
closing ask prices and closing bid prices of the Corporation's Common Stock
for the same days employed when determining such Conversion Price:
(a) The Corporation fails to pay any dividend payment
required to be paid pursuant to the terms of paragraph 2 hereof or the
failure to timely pay any other sum of money due to the Holder from the
Corporation and such failure continues for a period of ten (10) days after
written notice to the Corporation from the Holder.
(b) The Corporation breaches any material covenant, term or
condition of the Subscription Agreement entered into between the
Corporation and Holder relating to Series G Preferred Stock ("Subscription
Agreement") or in this Certificate of Designation, and such breach
continues for a period of seven (7) days after written notice to the
Corporation from the Holder.
(c) Any material representation or warranty of the
Corporation made in the Subscription Agreement, or in any agreement,
statement or certificate given in writing pursuant thereto shall be false
or misleading.
(d) The Corporation or any of its subsidiaries shall make an
assignment of a substantial part of its property or business for the
benefit of creditors, or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business, or such a receiver or trustee shall otherwise be appointed.
(e) Any money judgment, confession of judgment, writ or
similar process shall be entered against the Corporation, a subsidiary of
the Corporation, or their property or other assets for more than $50,000,
and is not vacated, satisfied, bonded or stayed within 45 days.
(f) Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the
Corporation or any of its subsidiaries.
(g) An order entered by a court of competent jurisdiction, or
by the Securities and Exchange Commission, or by the National Association
of Securities Dealers, preventing purchase and sale transactions in the
Corporation's Common Stock.
(h) The Corporation's failure to timely deliver Common Stock
to the Holder pursuant to paragraph 4 hereof or the Subscription Agreement.
(i) The occurrence of a Non-Registration Event as described
in Section 10.4 of the Subscription Agreement.
(j) Delisting of the Common Stock from the NASD OTC Bulletin
Board or such other principal exchange on which the Common Stock is listed
for trading, notification that the Corporation is not in compliance with
the conditions for such continued listing, or non-compliance with the
requirements for such continued listing.
9. Status of Converted or Redeemed Stock. In case any shares of
Series G Preferred Stock shall be redeemed or otherwise repurchased or
reacquired, the shares so redeemed, converted, or reacquired shall resume
the status of authorized but unissued shares of Preferred Stock and shall
no longer be designated as Series G Preferred Stock.
Dated: June 16, 2000
CHINA PREMIUM FOOD CORPORATION
By:_________________________________
Roy G. Warren, President and CEO
