<PAGE>
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
DAVIN ENTERPRISES, INC.
The undersigned, being of legal age, in order to form the corporation
under and pursuant to the laws of the State of Delaware , do hereby set forth as
follows:
FIRST: The name of the corporation is
DAVIN ENTERPRISES, INC.
SECOND: The address of the initial registered office and registered
agent in this state is c/o United Corporate Services, Inc., 410 South State
Street, in the city of Dover, County of Kent, State of Delaware 19901 and the
name of the registered agent at said address is United Corporate Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the corporation laws of
the State of Delaware.
FOURTH: The corporation shall be authorized to issue the following
shares:
<TABLE>
<CAPTION>
Class Number of Shares Par Value
---- ---------------- ---------
<S> <C> <C>
COMMON 250,000,000 $.0001
</TABLE>
FIFTH: The name and address if the incorporator are as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Ray A. Barr 9 East 40th Street
New York, New York 10016
</TABLE>
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation, and regulation of the powers of the corporation and of
its directors and stockholders.
(1) The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
<PAGE>
(2) The Board of Directors shall have power without the assent or vote
of the stockholders:
(a) To make, alter, amend, change, add to or repeal the
By-Laws of the corporation: to fix and vary the amount to be reserved
for any proper purpose; to authorize and cause to be executed mortgages
and liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and to
fix the times for the declaration and payment of dividends.
(b) To determine from time to time whether, and to what times
and places, and under what conditions the accounts and books of the
corporation (other than the stockledger) or any of them, shall be open
to the inspection of the stockholders.
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors interest or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
SEVENTH: No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit. It
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time, each person that such Sections grant the
corporation the power to indemnify.
<PAGE>
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 of any creditor or stockholder thereof or on the
application of any receiver or receiver 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 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 (3/4) 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 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: 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 law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this seventh day of April, 1987.
/s/ Ray A. Barr
----------------------------
Ray A. Barr, Incorporator
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DAVIN ENTERPRISES, INC.
The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:
FIRST: The name of the Corporation is:
DAVIN ENTERPRISES, INC.
SECOND: The corporation hereby amends its Certificate of Incorporation
as follows:
Article Fourth of the Certificate of Incorporation, as amended,
relating to the shares of the corporation, is hereby amended to read as follows
by adding the following new Article Fourth.
FOURTH: The total number of shares of stock which
the Corporation is authorized to issue is 50,000,000 and the
par value of each of such shares is $.0001.
The corporation hereby reclassifies its Common shares
pursuant to Section 242 of the General Corporation Law of the
State of Delaware in order to effect a one (1) for one hundred
(100) reverse split of its Common Shares, $.0001 par value, so
that one hundred (100) of the outstanding Common Shares are
equal to one (1) of the new Common Share certificates of
$.0001 par value.
THIRD: The amendment effected herein was authorized by the consent in
writing, setting forth the action so taken, signed by the holders of more than a
majority the outstanding shares entitled to vote thereon pursuant to Sections
228 and 242 of the General Corporation Law
<PAGE>
of the State of Delaware and that written notice has been given to all
shareholders who have not consented in writing to the action.
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under penalties of perjury this 20th day of May,
1996.
/s/ Arthur Seidenfeld
----------------------------
Arthur Seidenfeld, President
ATTEST:
/s/Anne Seidenfeld
--------------------------
Anne Seidenfeld, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF DAVIN ENTERPRISES, INC.
(PURSUANT TO SECTION 242 OF
THE DELAWARE GENERAL CORPORATION LAW)
The undersigned, Carl K.W. Tong, being the President, Chief Executive
Officer and Secretary of Davin Enterprises, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is hereby
amended pursuant to Section 242(a)(1) of the General Corporation Law of the
State of Delaware to provide for the name change by amending Article First as
follows:
ARTICLE FIRST
"The name of the corporation is "Creative Master International,
Inc."
2. The Certificate of Incorporation of the Corporation is hereby
amended pursuant to Section 242(a)(3) of the General Corporation Law of the
State of Delaware by amending Article Fourth as follows:
ARTICLE FOURTH
"The total number of shares of stock which the Corporation is
authorized to issue is Sixty Million (60,000,000) shares and the par
value of each of such shares is $.0001."
3. The foregoing Amendments to Article First and Article Fourth
of the Certificate of Incorporation was first authorized by the Board of
Directors and subsequently duly adopted by the consent in writing of the
stockholders holding a majority of the Corporation's outstanding stock entitled
to vote thereon in accordance with Section 228 of the General Corporation Law of
the State of Delaware.
4. In accordance with Section 228 of the General Corporation Law
of the State of Delaware, a written notice of the corporate action taken by the
majority of the stockholders has been given to all stockholders of record of the
Corporation who have not consented in writing.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of February 23, 1998 and DO HEREBY CERTIFY, that the facts stated
in this Certificate of Amendment are true and correct.
/s/ Carl K.W. Tong
-----------------------------------------------
Carl K.W. Tong, President and Chief Executive
Officer
/s/ Carl K.W. Tong
-------------------------
Carl K.W. Tong, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CREATIVE MASTER INTERNATIONAL, INC.
(FORMERLY DAVIS ENTERPRISES, INC.)
Creative Master International, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. The amendment to the Corporation's Certificate of
Incorporation set forth below was duly adopted by the Corporation's Board of
Directors in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware (the "GCL") and has been consented to
in writing by the stockholder of the Corporation, and written notice has been
given to the stockholders, in accordance with Section 228 of the GCL.
2. Article Fourth of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"ARTICLE FOURTH
The total number of shares which the Corporation is authorized to issue
is Sixty Million (60,000,000) shares and the par value of such shares is $.0001
per share.
The Corporation hereby reclassifies its Common Stock pursuant to
Section 242 of the Delaware General Corporation Law in order to effect a one (1)
for ten (10) reverse split of its Common Stock, $.0001 par value ("Old Common
Stock"), so that ten (10) shares of the Old Common Stock is equal to one (1)
share of Common Stock, $.0001 par value ("New Common Stock"). Each certificate
which heretofore represented shares of Old Common Stock shall hereafter
represent the number of shares of New Common Stock into which the shares of Old
Common Stock represented by such certificate shall be combined; provided,
however, that each person holding of record a stock certificate or certificates
which represented shares of Old Common Stock shall receive, upon surrender of
such certificate or certificates, a new certificate or certificates evidencing
and representing the number of shares of New Common Stock to which such person
is entitled, and provided further that the Corporation shall not issue
fractional shares with respect to the combination."
IN WITNESS WHEREOF, Creative Master International, Inc. has caused this
certificate to be signed by Carl Ka Wing Tong, its authorized officer, this 12th
day of March 1998.
CREATIVE MASTER INTERNATIONAL, INC.
By: Carl Ka Wing Tong
--------------------------------
Carl Ka Wing Tong, President and
Chief Executive Officer
<PAGE>
RESTATED
CERTIFICATE OF INCORPORATION
OF
CREATIVE MASTER INTERNATIONAL, INC.
(formerly Davin Enterprises, Inc.)
Creative Master International, Inc., a corporation organized
and existing under the laws of the State of Delaware, hereby certifies as
follows:
The name of the corporation is Creative Master International, Inc.
Creative Master International, Inc. was originally incorporated under the name
Davin Enterprises, Inc., and the original Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware on
April 8, 1987.
Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of the corporation.
The text of the Certificate of Incorporation as heretofore amended or
supplemented is hereby restated and further amended to read in its entirety as
follows:
FIRST: The name of the Corporation is
CREATIVE MASTER INTERNATIONAL, INC.
SECOND: The address of the registered office and registered
agent in this state is c/o United Corporate Services, Inc., 410 South State
Street, in the City of Dover, County of Kent, State of Delaware 19901 and the
name of the registered agent at said address is United Corporate Services, Inc.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
corporation laws of the State of Delaware.
FOURTH: (1) The total number of shares of stock which the
Corporation is authorized to issue is Thirty Million (30,000,000) shares
designated "Common Stock" and "Preferred Stock." The number of shares of Common
Stock authorized to be issued is Twenty-Five Million (25,000,000) with a par
value of $.0001 per share. The number of shares of Preferred Stock authorized to
be issued is Five Million (5,000,000) with a par value of $.0001 per share. The
holders of the Common Stock or Preferred Stock shall have no preemptive rights
to subscribe for or purchase any shares of any class of stock of the
Corporation, whether now or hereafter authorized.
(2) The Board of Directors of the Corporation is authorized
to determine the number of series into which shares of Preferred Stock may be
divided, to determine the
<PAGE>
designations, powers, preferences and voting and other rights, and the
qualifications, limitations and restrictions granted to or imposed upon the
Preferred Stock or any series thereof or any holders thereof, to determine
and alter the designations, powers, preferences and rights, and the
qualifications, limitations and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock or the holders thereof, to fix the
number of shares of that series and to increase or decrease, within the
limits stated in any resolution of the Board of Directors originally fixing
the number of shares constituting any series (but not below the number of
such shares then outstanding), the number of shares of any such series
subsequent to the issuance of shares of that series.
(3) The Corporation hereby reclassifies its Common Stock
pursuant to Section 242 of the Delaware General Corporation Law in order to
effect a three (3) for four (4) reverse split of its Common Stock, $.0001 par
value ("Old Common Stock"), so that four (4) shares of the Old Common Stock is
equal to three (3) shares of Common Stock, $.0001 par value ("New Common
Stock"). Each certificate which heretofore represented shares of Old Common
Stock shall hereafter represent the number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall be
combined; PROVIDED, however, that each person holding of record a stock
certificate or certificates which represented shares of Old Common Stock shall
receive, upon surrender of such certificate or certificates, a new certificate
or certificates evidencing and representing the number of shares of New Common
Stock to which such person is entitled, and provided further that the
Corporation shall not issue fractional shares with respect to the combination.
In lieu thereof, the Corporation shall pay stockholders who would otherwise be
entitled to be issued a fractional share of Common Stock cash equal to the fair
value of such fractional share as determined by the Board of Directors of the
Corporation.
FIFTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:
(1) The number of directors of the Corporation shall be
such as from time to time shall be fixed by, or in the manner provided in the
bylaws. Election of directors need not be by ballot unless the bylaws so
provide.
(2) The Board of Directors shall have power without the
assent or vote of the stockholders:
(a) To make, alter, amend, change, add to or repeal the
bylaws of the Corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and liens upon
all or any part of the property of the Corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(b) To determine from time to time whether, and to what
times and places, and under what conditions the accounts and books of the
Corporation (other than the stockledger) or any of them, shall be open to the
inspection of the stockholders.
<PAGE>
(3) The directors in their discretion may submit any
contract or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the purpose of
considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock of
the Corporation which is represented in person or by proxy at such meeting and
entitled to vote thereat (provided that a lawful quorum of stockholders be there
represented in person or by proxy) shall be as valid and as binding upon the
Corporation and upon all the stockholders as though it had been approved or
ratified by every stockholder of the Corporation, whether or not the contract or
act would otherwise be open to legal attack because of directors interest, or
for any other reason.
(4) In addition to the powers and authorities hereinbefore
or by statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any bylaws from time to time
made by the stockholders; PROVIDED, however, that no bylaws so made shall
invalidate any prior act of the directors which would have been valid if such
bylaw had not been made.
SIXTH: No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director's duty of loyalty to the Corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability under Section 174 of the Delaware General
Corporation Law or (4) a transaction from which the director derived an improper
personal benefit, it being the intention of the foregoing provision to eliminate
the liability of the Corporation's directors to the Corporation or its
stockholders to the fullest extent permitted by Section 102(b)(7) of the
Delaware General Corporation Law, as amended from time to time. The Corporation
shall indemnify to the fullest extent permitted by Sections 102(b)(7) and 145 of
the Delaware General Corporation Law, as amended from time to time, each person
that such Sections grant the Corporation to power to indemnify.
SEVENTH: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the 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 the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the 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 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 the 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 (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence
<PAGE>
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 the
Corporation, as the case may be, and also on the Corporation.
EIGHTH: 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 law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.
The foregoing Restated Certificate of Incorporation was first
authorized by the Board of Directors and subsequently duly adopted by
affirmative vote of stockholders holding at least a majority of the
Corporation's outstanding stock entitled to vote thereon in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been signed by Carl Ka Wing Tong, its authorized officer, this ___ day of
December 1998.
CREATIVE MASTER INTERNATIONAL, INC.
By: /s/ Carl Ka Wing Tong
---------------------
Carl Ka Wing Tong, President and
Chief Executive Officer
<PAGE>
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION
CREATIVE MASTER INTERNATIONAL, INC., a corporation organized under the
laws of Delaware, the Certificate of Incorporation of which was filed in the
office of the Secretary of State on the 8th day of April, 1987 and since has
become inoperative by law due to nonpayment of taxes, now desires to procure a
restoration, renewal and revival of its Certificate of Incorporation, and hereby
certifies as follows:
1. The name of the corporation is CREATIVE MASTER INTERNATIONAL, INC.
2. Its registered office in the State of Delaware is located at 15 East
North Street in the City of Dover, County of Kent, State of Delaware 19901 and
the name of its registered agent at such address is United Corporate Services,
Inc.
3. The date when the restoration, renewal and revival of the
Certificate of Incorporation of this corporation is to commence the 29th day of
February, 2000, the same being prior to the date that the Certificate of
Incorporation became inoperative. This renewal and revival of the Certificate of
Incorporation of this corporation is to be perpetual.
4. This corporation was duly organized under the laws of the State of
Delaware and carried on the business authorized by its Certificate of
Incorporation until the 1st day of March, 2000, at which time its Certificate of
Incorporation became inoperative by law due to nonpayment of taxes. This
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, said CREATIVE MASTER INTERNATIONAL, INC. in
compliance with Section 312 of Title 8 of the Delaware Code has caused this
certificate to be signed by John Rempel, its last and acting Chief Financial
Officer, this 15th day of June, 2000.
/s/ John Rempel
---------------------------------------
John Rempel
Last and Acting Chief Financial Officer
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CREATIVE MASTER INTERNATIONAL, INC.
PURSUANT TO SECTION 242 OF THE
DELAWARE GENERAL CORPORATION LAW
The undersigned, Carl Ka Wing Tong, being the President and Chief
Executive Officer, and Shing Kam Ming, being the Secretary, of Creative Master
International, Inc., a Delaware corporation (the "Company"), hereby certify as
follows:
1. The name of the Company is Creative Master International, Inc.
2. The Board of Directors of the Company, by action taken at a
meeting on June 23, 2000, unanimously adopted a resolution proposing and
declaring advisable the amendment to the fourth article of the Certificate of
Incorporation of the Company described below.
3. This Certificate of Amendment of the Certificate of Incorporation
was duly adopted by the unanimous vote of the Board of Directors of the
Company.
4. By written action of more than a majority of the stockholders
of the Company entitled to vote, taken in accordance with Sections 228 and 242
of the Delaware General Corporation Law, the necessary number of shares as
required by statute were voted in favor of the adoption of this Certificate of
Amendment.
5. The amendment of the Certificate of Incorporation as hereinafter
set forth has been duly adopted in accordance with Section 242 of the
Delaware General Corporation Law.
6. The Certificate of Incorporation of the Corporation is hereby
amended by deleting in its entirety the current third full paragraph of the
fourth article and replacing it with the following:
"At 5:00 p.m. EST on July 27, 2000, and without further action on the
part of the Company or its stockholders, each three shares of the Company's
common stock, par value $0.0001 per share ("Common Stock"), then issued and
outstanding, shall become one fully paid and nonassessable share of Common
Stock. In lieu of issuing fractional shares as a result of such reverse stock
split, the Company will pay to any stockholder entitled to a fractional share as
a result of such reverse stock split cash equal to the fair value of such
fractional share, as determined by the Board of Directors. The capital account
of the Company shall not be increased or decreased by such reverse stock split.
To reflect such reverse stock split, each certificate representing shares of
Common Stock theretofore issued and outstanding shall
<PAGE>
represent one-third the number of shares of Common Stock issued and outstanding
after such reverse stock split (subject to the payment of cash in lieu of
fractional shares, as provided above); and the holder of record of each such
certificate shall be entitled to receive a new certificate representing a number
of shares of Common Stock equal to one-third the number of shares represented by
said certificate for theretofore issued and outstanding shares (subject to the
payment of cash in lieu of fractional shares, as provided above)."
IN WITNESS WHEREOF, the undersigned, being the duly appointed and
acting President and Chief Executive Officer and Secretary, respectively, of the
Company, have hereunder subscribed their names to this Certificate of Amendment
and affirm that the facts stated herein are true under penalties of perjury,
this 27 day of July, 2000.
/s/ Carl Ka Wing Tong
---------------------
Carl Ka Wing Tong
President and Chief Executive Officer
/s/ Shing Kam Ming
---------------------
Shing Kam Ming
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CREATIVE MASTER INTERNATIONAL, INC.
(FORMERLY KNOWN AS DAVIS ENTERPRISES, INC.)
Creative Master International, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. The amendments to the Corporation's Certificate of
Incorporation, as previously amended and restated, set forth
below were duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.
2. ARTICLE FIRST of the Corporation's Certificate of
Incorporation, as previously amended and restated, is further
amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is:
PACIFICNET.COM, INC.
3. The first paragraph of ARTICLE FOURTH of the Corporation's
Certificate of Incorporation, as previously amended and
restated, is further amended and restated to read in its
entirety as follows:
FOURTH: (1) The total number of shares of stock which the
Corporation is authorized to issue is One Hundred and Thirty Million
(130,000,000) shares designated "Common Stock" and "Preferred Stock." The number
of shares of Common Stock authorized to be issued is One Hundred and Twenty-Five
Million (125,000,000) with a par value of $.0001 per share. The number of shares
of Preferred Stock authorized to be issued is Five Million (5,000,000) with a
par value of $.0001 per share. The holders of the Common Stock or Preferred
Stock shall have no preemptive rights to subscribe for or purchase any shares of
any class of stock of the Corporation, whether now or hereafter authorized.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by Carl K Wing Tong, its authorized officer, on this 27 day of July,
2000.
/s/ Carl Ka Wing Tong
---------------------
Carl Ka Wing Tong
President and Chief Executive Officer
