EX-3.1 2 f1012gex3i_chinaacq.htm ARTICLES OF INCORPORATION f1012gex3i_chinaacq.htm
Exhibit 3.1
ROSS MILLER
Secretary of State
208 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708
Website: www.nvsos.gov
 
 
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20090347763-61
Filing Date and Time
04/16/2009 2:00 PM
Entity Number
E0201482009-2
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY
1.  Name of
Corporation
China Acquisition Group, Inc.
 
x Commercial Registered Agent [  CSC Services of'Nevada Inc.                                                                          ]
2. Resident  Agent
For Service of                   
 Process: (check
only one box)
    
 
 o Noncommercial Registered Agent  OR  ¨ Office or Position with Entity
             (name and address below)                            (name and address below)
 
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
502 East John Street
Carson City
Nevada
89706
Street Address
City
  
Zip Code
       
Mailing Address (If different from street address
City
Nevada
Zip Code
   
3. Authorized Stock: (number of shares corporation is authorized to issue)
 
Number of shares
With par value:   100,000,000 common
              10,000,000 preferred
Par value
Per share: $0.001
Number of
shares    
Without
par value:  
4.   Name and Addresses
 Of the Board of Directors/Trustees: 
(each Director/Trustee
must be a natural person
at least 18 years of age:
attach additional page if
more than two
directors/trustees)
        
1. Yik Li Yee
      
             Name
      
 RM 912, Wai Tung House, Tung Tau Estate
Kowloon, Hong Kong
 
 
            Street Address
City
State
Zip Code
       
2. 
      
 
 
 
 
Street Address
City
State
Zip Code
       
3. 
      
Name
      
       
Street Address
City
State
Zip Code
   
5.  Purpose:
 (optional –see Instructions)
The purpose of this corporation shall be:
         
6.  Name, Address
And Signature of
Incorporator:
 (attach additional pages if
 more than one Incorporator)
Yik Li Yee
X By:  /s/ Yik Li Yee
Name
Incorporator Signature
   
   
       
RM 912, Wai Tung House, Tung Tau Estate
Kowloon, Hong Kong
NY
10952
Address
City
State
Zip Code
         
7.  Certificate of
Acceptance of
Appointment of
Resident Agent
I hereby accept appointment as Resident Agent for the above named corporation.
 
  
X By:  /s/  Elizabeth Koniczny
4-16/09
Authorized Signature of R.A. or On behalf of R.A. Company
Date
This form must be accompanied by appropriate fees.
1
 
 
ARTICLES OF INCORPORATION
OF
CHINA ACQUISITION GROUP, INC.

FIRST. The name of the corporation is China Acquisition Group, Inc.

SECOND. The registered office of the corporation in the State of Nevada is located at 502 East John Street, Carson City, NV 89706. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The Corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

THIRD. The objects for which this corporation is formed are to engage in any lawful act or activity for which corporation may be organized under Chapter 78 of the Nevada Revised Status.

FOURTH. The total number of common stock authorized that may be issued by the Corporation is One Hundred Million (100,000,000) shares of common stock with a par value of one tenth of one cent ($0.001) per share. The total number of preferred stock authorized that may be issued by the Corporation is Ten Million (10,000,000) shares of preferred stock with a par value of one tenth of one cent ($0.001), undesignated as to class, powers, designations, preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is authorized to fix and determine any class or series of preferred stock and the number of shares of each class or series and to prescribe the powers, designations, preferences, limitations, restrictions and relative rights of any class or series established, all by resolution of the board of directors and in accordance with Section 78.1955 of the Nevada Revised Statutes, as the same may be amended and supplemented.

FIFTH. The governing board of the Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this Corporation. The following is the sole member of the board of directors of the Corporation whose name and street address are:

Name :
Yik Li Yee
Address:
Room 912, Wai Tung House, Tung Tau Estate,
Wong Tai Sin, Kowloon, Hong Kong

SIXTH. The name and the mailing address of the incorporator are:

Name :
Yik Li Yee
Address:
Room 912, Wai Tung House, Tung Tau Estate,
Wong Tai Sin, Kowloon, Hong Kong
 
 
 

 
SEVENTH. The personal liability of the directors and officers of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Nevada Revised Statutes and particularly Section 78.037.1 thereof; as the same may be amended or supplemented.

EIGHTH. The Corporation shall, to the fullest extent permitted by the provisions of Section 78.751 of the Nevada Revised Statutes, as the same may be amended and supplemented, Indemnify any and all persons whom it shall have power to indemnify under such section from and against any and all of the expenses, liabilities or other matters referred to in or covered by such section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified persons may be entitled under any bylaw, agreement, vote of stockholders and disinterested directors or otherwise, both as to action in such person's official capacity and as to action in any other capacity while holding such office, and shall continue as to persons who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The Corporation shall pay or otherwise advance all expenses or officers and directors incurred in defending a civil or criminal action, suit, or proceeding as such expenses are incurred and in advance of the final disposition of the action, suit or proceeding, provided that the indemnified officer or director undertakes to repay the amounts so advanced if a court of competent jurisdiction ultimately determines that such officer or director is not entitled to be indemnified by the Corporation. Nothing herein shall be construed to affect any rights to advancement of expenses to which personnel other than officers or directors of the Corporation may be entitled under any contract or otherwise by law.

NINTH. The corporation is to have perpetual existence.

TENTH. The board of directors shall adopt the initial By-laws of the corporation. The board of directors shall also have the power to alter, amend or repeal the By-laws, or to adopt new By-laws, except as otherwise may be specifically provided in the By-laws.

ELEVENTH. From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted in the manlier or at the time prescribed by such laws, and all rights at any time conferred upon the shareholders of the Corporation by these Articles of Incorporation are granted subject to the provisions of this Article.

THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a Corporation pursuant to Chapter 78 of the Nevada Revised Statutes, does make and file these Articles of incorporation, hereby declares and certifies that the facts herein stated are true.


DATED this  [16]th day of April, 2009


                   /s/  Yik Li Yee                                                                      
                             INCORPORATOR   Yik Li Yee
 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE CHARTER
 
I,  ROSS MILLER,  the duly elected and qualified Nevada Secretary of State, do hereby certify that CHINA ACQUISITION GROUP, INC., did on
April 16, 2009, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the
office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of
said State of Nevada.
 
 
 
 
 
 
 
 
Certified By:  Diana Speltz
Certificate Number: C20090416-2406
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my office
on April 17, 2009
 
/s/ Ross Miller
ROSS MILLER
Secretary of State