EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended from time to time (the "GENERAL
CORPORATION LAW"), hereby adopts the following Certificate of Incorporation for
such corporation:
ARTICLE 1.
The name of the corporation is Kiwa Bio-Tech Products Group Corporation
(the "CORPORATION").
ARTICLE 2.
The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street, Suite 1B, Dover, Kent County, Delaware
19901, and the name of its initial registered agent at such address is National
Registered Agents, Inc.
ARTICLE 3.
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law.
ARTICLE 4.
The Corporation is authorized to issue two (2) classes of capital stock
to be designated, respectively, "COMMON STOCK" and "PREFERRED STOCK." The total
number of shares of capital stock that this Corporation is authorized to issue
is One Hundred Twenty Million (120,000,000) shares. One Hundred Million
(100,000,000) shares shall be Common Stock, par value $0.001 per share, and
Twenty Million (20,000,000) shares shall be Preferred Stock, par value $0.001
per share.
The shares of Preferred Stock may be issued from time to time in one or
more series. Apart from any other provisions in this Certificate of
Incorporation authorizing the issuance of shares of Preferred Stock, the Board
of Directors of the Corporation is authorized to establish from time to time, by
resolution or resolutions, the number of shares to be included in each series
and to fix and alter the rights, preferences, privileges, and restrictions
granted to and imposed upon any series thereof, and to fix the designation of
any such series of Preferred Stock. The Board of Directors of the Corporation,
within the limits and restrictions stated in any resolution or resolutions of
the Board of Directors of the Corporation originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares of such
series then outstanding) the number of shares of any series subsequent to the
original issue of shares of that series.
Subject to the provisions of applicable law or of the Bylaws with
respect to the closing of the transfer books or the fixing of a record date for
the determination of stockholders entitled to vote, and except as otherwise
provided by applicable law or by the resolution or resolutions providing for the
issue of any series of Preferred Stock, the holders of outstanding shares of
Common Stock shall exclusively possess the voting power for the election of
directors and for all other purposes, with each holder of record of shares of
Common Stock being entitled to one vote for each share of Common Stock standing
in the name of such holder on the books of the Corporation.
ARTICLE 5.
The Corporation will have perpetual existence.
ARTICLE 6.
The preemptive right of any stockholder of the Corporation to acquire
additional or unissued or treasury shares of the Corporation, or securities of
the Corporation convertible into or carrying a right to subscribe to or acquire
shares of the Corporation is hereby denied; provided, however, that nothing
herein precludes the Corporation from granting preemptive rights by contract or
agreement to any person, corporation, or other entity.
ARTICLE 7.
Elections of directors need not be by written ballot unless a duly
adopted Bylaw of the Corporation shall so provide.
ARTICLE 8.
To the fullest extent permitted by the General Corporation Law, as the
same exists or may hereafter be amended, a director of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damage
for breach of fiduciary duty as a director. If the General Corporation Law is
amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law, as so amended from time to time.
ARTICLE 9.
The Corporation shall indemnify to the fullest extent permitted by the
General Corporation Law as the same exists or may hereafter be amended, any
person made, or threatened to be made, a defendant or witness to any action,
suit or proceeding (whether civil or criminal or otherwise) by reason of the
fact that such person, or his or her testator or intestate, is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation,
2
partnership, joint venture, trust, employee benefit plan or enterprise. Nothing
contained herein shall affect any rights to indemnification to which any person
may be entitled by law.
No amendment or repeal of this Article 9 shall adversely effect any
right to indemnification provided hereunder with respect to any act or omission
occurring prior to such amendment or repeal.
In furtherance and not in limitation of the powers conferred by
statute:
(i) this Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer, employee or agent of
the Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the
power to indemnify against such liability under the provisions of law; and
(ii) this Corporation may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.
ARTICLE 10.
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the Bylaws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any Bylaw whether adopted by them or otherwise.
ARTICLE 11.
The name and mailing address of the incorporator of the Corporation is as
follows:
Name Address
Louis Wharton 15821 Ventura Boulevard, Suite 525
Encino, California 91436
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Incorporation this 21st day of July, 2004.
/S/ LOUIS WHARTON
-----------------------------------
Louis Wharton, Incorporator
3