EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
COL China Online International Inc.
FIRST The name of the corporation is COL China Online International
Inc.
SECOND. The address of the corporation's registered office is 1209
Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its
registered agent in the County of New Castle is the Corporation Trust Company.
THIRD. (a) The purpose of the corporation is to engage in any lawful
act or activity forwhich a corporation may be organized under the General
Corporation Law of Delaware (the "Delaware Code").
(b) In furtherance of the foregoing purposes, the corporation
shall have and may exercise all of the rights, powers and privileges granted by
the Delaware Code. In addition, it may do everything necessary, suitable and
proper for the accomplishment of any of its corporate purposes.
FOURTH. The total number of shares that the corporation shall have the
authority to issue is 6,000,000 consisting of 5,000,000 shares of common stock,
with each share having a par value of $.001, and 1,000,000 shares of preferred
stock, with each share having a par value of $.001.
The board of directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of preferred
stock, for the issuance of one or more series of preferred stock, with such
voting powers, if any, and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be expressed in the resolution or resolutions
providing for the issuance thereof adopted by the board of directors, including,
without limiting the generality of the foregoing, the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the par
value thereof;
(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, the preferences or
relation which such dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of this class;
(d) whether the shares of such series shall be subject to
redemption by the corporation, and, if so, the times, prices and other terms and
conditions of such redemption;
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(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes or of
any other series of this class or any other class or classes of capital stock
and, if so, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the same, and any other terms and
conditions of such conversion or exchange;
(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the corporation of, the common stock or shares of stock of any
other class or any other series of this class; and
(i) the conditions or restrictions, if any, upon the creation
of indebtedness of the corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this class
or of any other class or classes.
The powers, preferences and relative, participating, optional and
other special rights of each series of preferred stock , and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
preferred stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.
FIFTH. The corporation is to have perpetual existence.
SIXTH. The name and address of the incorporator is:
Ileana Aguinis
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
SEVENTH. The number of directors of the corporation shall be fixed by
the bylaws. One director shall constitute the initial board of directors. The
following person is elected to serve as the corporation's initial director until
the first annual meeting of stockholders or until his successors are duly
elected and qualified:
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Name Address
---- -------
Mark K. Shaner 3177 South Parker Road
Aurora, Colorado 80014
EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH. Each stockholder of record shall have one vote for each share
of stock standing in his or her name on the books of the corporation and
entitled to vote, except that in the election of directors he or she shall have
the right to vote such number of shares for as many persons as there are
directors to be elected. Cumulative voting shall not be allowed in the election
of directors or for any other purpose.
TENTH. No stockholder of the corporation shall have any preemptive or
similar right to acquire any additional unissued or treasury shares of stock or
other securities of any class, or rights, warrants or options to purchase stock
or scrip, or securities of any kind convertible into stock or carrying stock
purchase warrants or privileges.
ELEVENTH. Elections of directors need not be by written ballot unless
the bylaws of the corporation so provide.
TWELFTH. The Board Of Directors of the corporation is expressly
authorized to adopt, amend, or repeal the bylaws of the corporation.
THIRTEENTH. The following provisions are inserted for the management
of the business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation of the powers conferred by law:
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No contract or other transaction of the corporation with any other
persons, firm or corporation in which this corporation is interested, shall be
affected or invalidated by the fact that any one or more of the directors or
officers of this corporation, individually or jointly with others, may be a
party to or may be interested in any such contract or transaction so long as the
contract or other transaction is approved by the Board Of Directors in
accordance with the Delaware Code. Each person who may become a director or
officer of the corporation is hereby relieved from any liability that might
otherwise arise by reason of his contracting with the corporation for the
benefit of himself or any firm or corporation in which he may be in any way
interested.
FOURTEENTH. The personal liability of each director of the corporation
shall be eliminated and limited to the full extent permitted by the laws of the
State of Delaware, including without limitation as permitted by the provisions
of Section 102(b)(7) of the Delaware Code and any successor provision, as
amended.
FIFTEENTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
Dated this 18th day of February, 2000.
/s/ Ileana Aguinis
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Ileana Aguinis
Incorporator
STATE OF COLORADO )
)ss.
CITY AND COUNTY OF DENVER )
Before me, Patricia A. Thompson, a Notary Public of the State of
Colorado, on the 18th day of February 2000, personally appeared Ileana Aguinis,
to me known and known to be the person who signed the foregoing certificate of
incorporation, who being duly sworn, acknowledged that he signed, sealed and
delivered the same as his voluntary act and deed, for the uses and purposes
therein expressed, and that the facts stated therein are true.
[Seal]
/s/ Patricia A. Thompson
------------------------------
Notary Public
My commission expires: 11/10/03
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