UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHINA CONTINENTAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0431063
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1801-1806 Hua Qin International Building, 340 Queen's Road, Central, Hong Kong
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(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this Form relates to this registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of Class)
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (Section 229.202
of this chapter).
<PAGE>
Instruction. If a description of the securities comparable to that required here
is contained in any prior filing with the Commission, such description may be
incorporated by reference to such other filing in answer to this item. If such
description will be included in a form of prospectus subsequently filed by the
registrant pursuant to Rule 424(b) under the Securities Act (Section 230.424(b)
of this chapter), this registration statement shall state that such prospectus
shall be deemed to be incorporated by reference into the registration statement.
If the securities are to be registered on a national securities exchange and the
description has not previously been filed with such exchange, copies of the
description shall be filed with copies of the application filed with the
exchange.
Each share of common stock is entitled to share pro rata in dividends or any
other distributions with respect to common stock, when and if declared by the
board of directors from funds legally available therefore. Upon dissolution,
liquidation or winding up of the Company, the assets of the Company will be
divided pro rata on a share for share basis among shareholders of the shares of
common stock. Each holder of a share of common stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders.
Item 2. Exhibits
List below all exhibits filed as part of the registration statement:
3.1 Articles of Incorporation
3.1 Bylaws
4.1 Specimen Share Certificate
Instruction. See the instructed as to exhibits, set forth below.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
(Registrant) China Continental, Inc.
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Date: December 10, 1998
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By: /s/ Harry H.H. Ho, Chairman
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(Print this name and title of the signing officer under his
signature)
INSTRUCTIONS AS TO EXHIBITS
I. If the securities to be registered on this form are to be registered on
which other securities of the registrant are registered, they are to be
registered pursuant to Section 12(g) of the Act, copies of all consistent
instruments defining the rights of the holders of each class of such
securities, including any contracts or other documentation which limits or
qualify the rights of such holder, shall be filed as exhibits with each
copy of the registration statement filed with the Commission or with an
exchange, subject to Rule 12b-32 regarding incorporation of exhibits by
reference.
<PAGE>
II. If the securities to be registered are to be registered on an exchange on
which no other securities of the registrant are registered, the following
exhibits shall be filed with each copy of the registration statement filed
with each such exchange, but need not be filed with or incorporated by
reference in, copies of the registration statement filed with the
Commission:
1. Copies of the last annual report filed pursuant to Section 13 or 15(d)
of the Act or, if no such report has yet been filed, copies of the
latest registration statement filed pursuant to Section 12(b) or (g)
of the Act, or pursuant to the Securities Act of 1933.
2. Copies of all current quarterly or semi-annual reports filed pursuant
to Section 23 or 15(d) of the Act since the end of the fiscal year
covered by the annual report filed pursuant to Instruction 3 above, or
if none, since the effective date of the latest registration
statements so filed.
3. Copies of the latest definitive proxy statement or information
statement, if any, filed with the Commission pursuant to Section 14 of
the Act.
4. Copies of the charter and bylaws, or instruments corresponding
thereto, and copies of any other documents defining the rights of
holders of the securities to be registered.
5. Specimens or copies of each security to be registered hereunder.
6. Copies of the last annual report submitted to stockholders by the
registrant or its predecessors. Such annual report shall not be deemed
to be "filed" with the exchange or otherwise subject to the
liabilities of Section 18 of the Act, except to the extent it may
already be subject thereto.
<PAGE>
FORM 8-A
CHINA CONTINENTAL, INC.
Commission File No. 33-3276-D
Item 1. Description of Registrant's Securities to be Registered.
Each share of common stock is entitled to share pro rata in dividends or
any other distributions with respect to common stock, when and if declared by
the board of directors from funds legally available therefore. Upon dissolution,
liquidation or winding up of the Company, the assets of the Company will be
divided pro rata on a share for share basis among shareholders of the shares of
common stock. Each holder of a share of common stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders.
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
PAGE IMPERO HOLDINGS, INC.
(Changed herein to "CHINA CONTINENTAL, INC.")
In accordance with Section 16-10-57 of the Utah Code Annotated, 1953, as
amended, Page Impero Holdings, Inc. (the "Corporation"), a Utah corporation,
does hereby adopt the following amendment (the "Amendment") to the Articles of
Incorporation.
1. The Articles of Incorporation of the Corporation are hereby amended by
deleting Article I in its entirety and inserting the following in lieu
thereof:
ARTICLE I
NAME
The name of the Corporation hereby created shall be:
"CHINA CONTINENTAL, INC."
2. Except as specifically provided herein, the provision of the
Corporation's Articles of Incorporation shall remain unamended and
shall continue in full force and effect.
3. By execution of these Articles of Amendment to the Articles of
Incorporation, the president and assistant secretary of the
Corporation do hereby certify that the foregoing Amendment to the
Articles of Incorporation were adopted as an Amendment to the original
Articles of Incorporation of the Corporation by the shareholders of
said Corporation at a special meeting of the shareholders of the
Corporation held on December 31, 1993. As of December 10, 1993, the
record date for such meeting, there was a total of 22,330,000 shares
of the Corporation's common stock issued and outstanding, of which
20,030,000 voted for the adoption of the foregoing Amendment to the
Articles of Incorporation, and no shares were voted against the
Amendment.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles of
Incorporation of Page Impero Holdings, Inc. have been executed this 31st day of
December 1993.
ATTEST: PAGE IMPERO HOLDINGS, INC.
/s/ Hank Vanderkam /s/ Larry Eastland
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Hank Vanderkam, Assistant Secretary Larry Eastland, President
<PAGE>
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On this 31st day of December 1993, personally appeared before Larry
Eastland and Hank Vanderkam, who being by me duly sworn did say, each for
themselves, that he, the said Larry Eastland, is the president, and he, the said
Hank Vanderkam, is the assistant secretary, respectively, of Page Impero
Holdings, Inc., and that they are the persons who executed the foregoing
Articles of Amendment to the Articles of Incorporation for and on behalf of Page
Impero Holdings, Inc. and that the statements contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Kellye Bronstrop
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Notary Public
Residing in Texas
My Commission Expires:
4-17-97
<PAGE>
ARTICLES OF INCORPORATION
OF
LINCOLN CAPITAL, INC.
We, the undersigned, natural persons over the age of twenty-one (21) years,
acting as incorporators of a Corporation under the Utah Business Corporation
Act, adopt the following Articles of Incorporation for such Corporation.
ARTICLE I
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CORPORATION NAME
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The name of the Corporation is LINCOLN CAPITAL, INC.
ARTICLE II
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DURATION
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The duration of the Corporation is perpetual.
ARTICLE III
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GENERAL PURPOSES
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The purposes for which this Corporation is organized are (1) to engage in
the acquisition of any type of assets and properties, (2) to acquire or merge
into an existing business, (3) to purchase, own, lease, manage, sell, operate,
invest in, develop and produce any and all real property, personal property,
mineral oil and gas property and all matters related or ancillary thereto, (4)
to develop, research, produce, distribute, market, and license products,
equipment, and services and all matters related or ancillary thereto, (5) to
design, develop and manufacture scientific products, and (6) to do all things
and engage in all lawful transactions which a Corporation organized under the
laws of the State of Utah might do or engage in even though not expressly stated
herein.
ARTICLE IV
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AUTHORIZED SHARES
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The aggregate number of shares the Corporation shall have authority to
issue is one billion (1,000,000,000) shares with a par value of $0.001 per
share. All stock of the Corporation shall be of the same class with the same
rights and preferences. Any stock of the Corporation which is fully paid shall
not be subject to further call or assessment for any purpose.
<PAGE>
ARTICLE V
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COMMENCEMENT OF BUSINESS
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The Corporation will not commence business until at least One Thousand and
no/100 Dollars ($1,000) in cash has been received by it as consideration for the
issuance of its shares.
ARTICLE VI
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REGISTERED OFFICE AND AGENT
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The post office address of the Corporation's initial registration office is
349 South 200 East, No. 310, Salt Lake City, Utah 84111.
The name of its initial registered agent at such address is R. Gordon
Jones.
ARTICLE VII
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ABOLISHMENT OF PRE-EMPTIVE RIGHTS
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The authorized and treasury stock of this Corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Any and all shareholders have no pre-emptive rights
to acquire unissued shares of the stock of this Corporation.
ARTICLE VIII
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DIRECTORS
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The number of directors constituting the initial Board of Directors of the
Corporation is three (3), and the names and addresses of the persons who are to
serve as Directors until the first annual meeting of the shareholders or until
their successors are elected and shall qualify, are:
Paul Winger R. Gordon Jones
1726 South Jackson, Suite 309 1130 East 7660 South
Denver, Colorado 80210 Midvale, Utah 84047
Richard D. Casey
2266 East 11660 South
Sandy, Utah 84092
The number of Directors of the Corporation is at least three (3), but not
more than nine (9), as established by resolution of the Board of Directors.
<PAGE>
ARTICLE IX
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INCORPORATORS
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The names and addresses of the incorporators are:
Wallace T. Boyack Dennis Wright
Suite 350, IBM Building Suite 350, IBM Building
420 East South Temple 420 East South Temple
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111
Merrill G. Hansen
Suite 305, IBM Building
420 East South Temple
Salt Lake City, Utah 84111
ARTICLE X
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OFFICERS AND DIRECTORS CONTRACTS
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No contract or other transaction between this Corporation and any other
corporation or other business entity shall be affected because a Director or
Officer of this Corporation is interested in or is a Director or Officer of such
other corporation; and any Director or Officer, individually or jointly, may be
a party to or may be interested in any Corporation or transaction of this
Corporation or in which this Corporation is interested; and no contract or other
transaction of this Corporation with any person, firm or corporation shall be
affected because any Director or Officer of the Corporation is a party to or is
interested in such contract, act or transaction or any way connected with such
person, firm or corporation, and any person who may become a Director or Officer
of this Corporation is hereby relieved from liability that might otherwise exist
from contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested, provided
said Director or Officer acts in good faith.
ARTICLE XI
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EXEMPTION FROM CORPORATE DEBTS
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The private property of the shareholders shall not be subject to the
payment of any Corporate debts to any extent whatsoever.
ARTICLE XII
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CLASSES OF COMMON STOCK
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There shall be only one (1) class of common stock.
DATED this 5th day of February 1986.
<PAGE>
/s/ Dennis Wright
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Dennis Wright
/s/ Merrill G. Hansen
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Merrill G. Hansen
/s/ Wallace T. Boyack
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Wallace T. Boyack
Subscribed and sworn to before me this 5th day of February 1986, appeared
the foregoing incorporators.
/s/ Craig S. Cummings
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Notary Public
Residing at Salt Lake County
My Commission Expires:
12-4-88
<PAGE>
ACCEPTANCE OF APPOINTMENT
AS REGISTERED AGENT
The undersigned hereby accepts serving as initial registered agent for
Lincoln Capital, Inc., a Utah corporation, as provided in Article VI of the
Articles of Incorporation.
Dated this 5th day of February 1986.
/s/ Gordon Jones
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Gordon Jones
BYLAWS
OF
CHINA CONTINENTAL, INC.
ARTICLE I
OFFICES
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1.01 REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be maintained at 2440 South
Progress Drive, Salt Lake City, Utah 84119, in the State of Utah. The registered
office or the registered agent, or both, may be changed by resolution of the
Board of Directors, upon filing the statement required by law.
1.02 PRINCIPAL OFFICE
The principal office of the Corporation shall be at 2440 South Progress
Drive, Salt Lake City, Utah 84119 provided that the Board of Directors shall
have power to change the location of the principal office in its discretion.
1.03 OTHER OFFICES
The Corporation may also maintain other offices at such places within or
without the State of Utah as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
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2.01 PLACE OF MEETING
All meetings of shareholders, both regular and special, shall be held
either at the registered office of the Corporation, or at such other place as
shall be designated in the notice of the meeting.
2.02 ANNUAL MEETING
The annual meeting of shareholders for the election of directors and (for
the transaction of all other business which may come before the meeting shall be
held on the 31st day of August in each year (if not a legal holiday and, if a
legal holiday, then on the next business day following) at the hour specified in
the notice of meeting.
If the election of directors shall not be held on the day above designated
for the annual meeting, the Board of Directors shall cause the election to be
held as soon thereafter as conveniently may be at a special meeting of the
shareholders called for the purpose of holding such election.
The annual meeting of shareholders may be held for any other purpose in
addition to the election of director which may be specified in a notice of such
meeting. The meeting may be called by resolution of the Board of Directors or by
a writing filed with the secretary signed either by a majority of the directors
or by shareholders owing a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote at any such meeting.
<PAGE>
2.03 NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of the meeting,
and in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, secretary or the officer or person calling the
meeting, to each shareholders of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
share transfer books of the Corporation, with postage thereon prepaid.
2.04 VOTING OF SHARES
Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation or by law.
Treasury shares, shares of its own stock owned by another corporation the
majority of the voting stock of which is owned or controlled by this
Corporation, and shares of its own stock held by this Corporation in a fiduciary
capacity shall not be voted, directly indirectly, at any meeting, and shall not
be counted in determining the total number of outstanding shares at any given
time.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than eleven (11) months.
At each election for directors and every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or unless prohibited by the Articles
of Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes as herein authorized shall give written notice of
such intention to the secretary of the Corporation on or before the day
preceding the election at which such shareholder intends to cumulate his votes.
2.05 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the share transfer books shall be closed for a stated period not exceeding
sixty (60) days. If the stock transfer books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Bylaws or, in absence of an applicable Bylaw the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, not later than sixty (60) days and, in case of a
meeting of shareholders, not earlier then ten (10) days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of share transfer books and the
stated period of closing has expired.
<PAGE>
2.06 QUORUM OF SHAREHOLDERS
Unless otherwise provided in the Articles of Incorporation, the holders of
a majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders, but in no even shall a
quorum consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the Articles of
Incorporation or the Bylaws.
2.07 VOTING LISTS
The officer or agent having charge of the share transfer books for the
shares of the Corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting , shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
hare transfer books shall be prima-facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
ARTICLE III
DIRECTORS
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3.01 BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by Board of
Directors. Directors need not be residents of the State of Utah or shareholders
in the Corporation.
3.02 NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be six (6) provided that the number may be
increased or decreased from time to time by an amendment to these Bylaws, but no
decrease shall have the effect of shortening the term of any incumbent director.
At each annual election the shareholders shall elect directors to hold office
until the next succeeding annual meeting.
<PAGE>
3.03. VACANCIES
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the remaining directors, though less than a quorum of the
Board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose.
3.04 QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
3.05 ANNUAL MEETING OF DIRECTORS
Within thirty (30) days after each annual meeting of shareholders, the
Board of Directors elected at such meeting shall hold an annual meeting at which
they shall elect officers and transact such other business as shall come before
the meeting.
3.06 REGULAR MEETING OF DIRECTORS
A regular meeting of the Board of Directors may be held at such time as
shall be determined from time to time by resolution of the Board of Directors.
3.07 SPECIAL MEETING OF DIRECTORS
The secretary shall call a special meeting of the Board of Directors
whenever requested to do so by the present or by two directors. Such special
meeting shall be held at the time specified in the notice of meeting.
3.08 PLACE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special) shall
be held either at the principal office of the Corporation or at such other
place, either within or without the State of Utah, as shall be specified in the
notice of meeting.
3.09 NOTICE OF DIRECTORS MEETINGS
All meetings of the Board of Directors (annual, regular or special) shall
be held upon five (5) days written notice stating the date, place and hour of
meeting delivered to each director either personally or by mail or at the
direction of the president or the secretary or the officer or person calling the
meeting.
In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Utah) specified in the waiver
of notice. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where the directors attend a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
<PAGE>
Neither the business to be transacted at, nor the purpose of, any annual,
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
3.10 COMPENSATION
Directors, as such, shall not receive any stated salary for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each annual, regular or
special meeting of the Board, provided, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
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4.01 OFFICERS ELECTION
The officers of the Corporation shall consist of a president, one or more
vice presidents, a secretary, and a treasurer. All such officers shall be
elected at the annual meeting of the Board of Directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meting, or at any subsequent regular
or special meeting may also elect or appoint such other officers and assistant
officers and agents as may be deemed necessary. Any two or more offices may be
held by the same person, except the offices of president and secretary.
All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided, that any officer
or assistant officer elected or appointed by the Board of Directors may be
removed with or without cause at any regular or special meeting of the Board
whenever in the judgement of the Board of Directors the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the Board
of Directors, as shall be specified, subject to like right of removal by the
Board of Directors.
4.02 VACANCIES
If any office becomes vacant for any reason, the vacancy may be filled by
the Board of Directors.
4.03 POWER OF OFFICERS
Each officer shall have, subject to these Bylaws, in addition to the duties
and powers specifically set forth herein, such powers and duties as are commonly
incident to his office and such duties and powers as the Board of Directors
shall from time to time designate. All officers shall perform their duties
subject to the directions and under the supervision of the Board of Directors.
The president may secure the fidelity of any and all officers by bond or
otherwise.
<PAGE>
4.04 PRESIDENT
The president shall be the chief executive officer of the Corporation. He
shall preside at all meetings of the directors and shareholders. He shall see
that all orders and resolutions of the Board are carried out, subject however,
to the right of the directors to delegate specific powers, except such as may be
by statute exclusively conferred on the president, to any other officers of the
Corporation.
He or any vice president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the Corporation, and, when
authorized by the Board, he or any vice president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any vice
president shall sign certificates of stock.
The president shall be ex-officio a member of all standing committees.
He shall submit a report of the operations of the Corporation for the year
to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.
4.05 VICE PRESIDENT
The vice president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president, and they shall
perform such other duties as the Board of Directors shall prescribe.
4.06 SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the Board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for the standing committees when required. He
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the Board of Directors and shall perform such other duties as
may be prescribed to the Board. He shall keep in safe custody the seal of the
Corporation, and when authorized by the Board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.
The assistant secretary shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the Board of Directors shall prescribe.
In the absence of the secretary or an assistant secretary, the minutes of
all meetings of the Board and shareholders shall be recorded by such person as
shall be designated by the president or by the Board of Directors.
4.07 TREASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate funds and secretaries
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.
<PAGE>
The treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements. He
shall keep and maintain the Corporation's books of account and shall render to
the president and directors an account of all of his transactions as treasurer
and of the financial condition of the Corporation and exhibit his book, records
and accounts to the president or directors at any time. He shall disburse funds
for capital expenditures as authorized by the Board of Directors and in
accordance with the orders of the president, and present to the president for
his attention any requests for disbursing funds if in the judgement of the
treasurer any such request is not properly authorized. He shall perform such
other duties as may be directed by the Board of Directors or by the president.
If required by the Board of Directors, he shall give the Corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to the
Board for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
The assistant treasurers in the order of their seniority shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and they shall perform such other duties as the Board
of Directors shall prescribe.
ARTICLE V
CERTIFICATE OF STOCK: TRANSFER, ETC.
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5.01 CERTIFICATE OF STOCK
The certificates for shares of stock of the Corporation shall be numbered
and shall be entered in the Corporation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the president or a
vice president and the secretary or an assistant secretary or if the Board of
Directors determines, by any one of the afore named officers and shall be sealed
with the seal of the Corporation or a facsimile thereof. If the Corporation has
a transfer agent or a registrar, other than the Corporation itself or an
employee of the Corporation, the signatures of any such officer may be
facsimile. In case any officer of officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the Corporation with the same effect as though the person or persons who
signed such certificates or whose facsimile signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates shall be in such form as shall in conformity to law be prescribed
from time to time by the Board of Directors.
The Corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.
5.02 TRANSFER OF SHARES
Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.
<PAGE>
5.03 REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly shall
not be bound to recognize any equitable or other claim or to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
5.04 LOST CERTIFICATE
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the Board of
Directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise the same in such manner as
it shall require or to give the corporation a bond with surety and in form
satisfactory to the Corporation (which bond shall also name the Corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.
ARTICLE VI
DIVIDEND
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6.01 DECLARATION
The Board of Directors may declare at any annual, regular or special
meeting of the Board and the Corporation may pay, dividends on the outstanding
shares in cash, property or in the shares of the Corporation to the extent
permitted by, and subject to the provisions of, the laws of the State of Utah.
6.02 RESERVES
Before payment of any dividend there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies or for equalizing dividends or for repairing or maintaining any
property of the Corporation or for such other purpose as the directors shall
think conductive to the interest of the Corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE VII
MISCELLANEOUS
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7.01 INFORMAL ACTION
Any action required to be taken or which may be taken at a meeting of the
shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the shareholders, directors, or members of the
executive committee, as the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and affect as
a unanimous vote of the shareholders, directors, or members of the executive
committee, as the case may be, at a meeting of said body.
<PAGE>
7.02 SEAL
The corporate seal shall be circular in form and shall contain the name of
the Corporation, the year of its incorporation and the words "Utah", and
"CORPORATE SEAL" or an image of the Lone Star. The seal may be used by causing
it or a facsimile to be impressed or affixed or in any other manner reproduced.
The corporate seal may be altered by order of the Board of Directors at any
time.
7.03 CHECKS
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
7.04 FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of April in
each and every year.
7.05 DIRECTORS ANNUAL STATEMENT
The Board of Directors shall present at each annual meeting of shareholders
a full and clear statement of the business and condition of the Corporation.
7.06 AMENDMENTS
These Bylaws may be altered, amended or repealed in whole or in part by the
affirmative vote of the Board of Directors.
Certificate No. Number of Shares
Common Stock
CHINA CONTINENTAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
This is to certify that
is the owner of
fully paid and nonassessable shares of common stock, $.001 par value per share,
China Continental, Inc.
The shares represented by this certificate are transferable only on the
stock transfer books of the Corporation by the holder of record thereof, or by
his duly authorized attorney or legal representitive, upon the surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation of the Corporation and any amendments thereto
(copies of which are on file with the Transfer Agent), to all of which
provisions the holder by acceptance hereof, assents.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Register.
In Witness Thereof, China Continental, Inc. has caused this certificate to
be executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
Secretary President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, N.Y.) TRANSFER AGENT
AND REGISTRAR
BY AUTHORIZED SIGNATURE
<PAGE>
China Continental, Inc.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT-____Custodian ______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act _______________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Recieved, hereby sell, assign and transfer unto
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Please print or typewrit name and address including postal zip code of assignee
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- - --------------------------------------------------------------------Shares of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the
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said stock on the books of the within-named Corporation will full power of
substitution in the premises.
Dated
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Signature
Signature(s) Guaranteed:
- - --------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNION WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARNTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17AD-15.
