-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLgezF0F9p/3JXtqrThRY2Gifw5bi9TpzxwiFFMjXhJkxwTBHQFlW+x5ZPV5Mi0Z uO08o+2l8qO9A1xfUAbCOQ== 0000923168-99-000001.txt : 19990122 0000923168-99-000001.hdr.sgml : 19990122 ACCESSION NUMBER: 0000923168-99-000001 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA CONTINENTAL INC /UT/ CENTRAL INDEX KEY: 0000789877 STANDARD INDUSTRIAL CLASSIFICATION: 3569 IRS NUMBER: 870431063 STATE OF INCORPORATION: UT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-29806 FILM NUMBER: 99501259 BUSINESS ADDRESS: STREET 1: 1101-1806 HUA QUIN INTERNATIONAL STREET 2: 340 QUEENS RD CENTRAL HONG KONG CITY: PHILADELPHIA STATE: K3 ZIP: 00000 BUSINESS PHONE: 8019722201 MAIL ADDRESS: STREET 1: 1101-1806 HUA QUIN INTERNATIONAL STREET 2: 340 QUEENS RD CENTRAL HONG KONG CITY: PHILADELPHIA STATE: K3 ZIP: 00000 8-A12B 1 8-A 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. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 87-0431063 - - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 1801-1806 Hua Qin International Building, 340 Queen's Road, Central, Hong Kong - - ------------------------------------------------------------------------------- (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 ------------------------- -------------------------- ------------------------- -------------------------- ------------------------- -------------------------- 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 ----------------------------- (Title of Class) ----------------------------- (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). 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. ------------------------------------------ Date: December 10, 1998 ------------------------------------------ By: /s/ Harry H.H. Ho, Chairman ------------------------------------------ (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. 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. 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. EX-3.1 2 ARTICLES OF AMENDMENT 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 - - ----------------------------------- --------------------------- Hank Vanderkam, Assistant Secretary Larry Eastland, President 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 ---------------------- Notary Public Residing in Texas My Commission Expires: 4-17-97 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 ----------- CORPORATION NAME ---------------- The name of the Corporation is LINCOLN CAPITAL, INC. ARTICLE II ------------ DURATION ---------- The duration of the Corporation is perpetual. ARTICLE III ------------- GENERAL PURPOSES ------------------ 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 ------------ AUTHORIZED SHARES ------------------- 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. ARTICLE V ----------- COMMENCEMENT OF BUSINESS ------------------------- 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 ------------ REGISTERED OFFICE AND AGENT ----------------------------- 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 ------------- ABOLISHMENT OF PRE-EMPTIVE RIGHTS ----------------------------------- 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 -------------- DIRECTORS ----------- 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. ARTICLE IX ------------ INCORPORATORS --------------- 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 ----------- OFFICERS AND DIRECTORS CONTRACTS ---------------------------------- 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 ------------ EXEMPTION FROM CORPORATE DEBTS -------------------------------- The private property of the shareholders shall not be subject to the payment of any Corporate debts to any extent whatsoever. ARTICLE XII ------------- CLASSES OF COMMON STOCK ------------------------- There shall be only one (1) class of common stock. DATED this 5th day of February 1986. /s/ Dennis Wright --------------------------- Dennis Wright /s/ Merrill G. Hansen --------------------------- Merrill G. Hansen /s/ Wallace T. Boyack --------------------------- Wallace T. Boyack Subscribed and sworn to before me this 5th day of February 1986, appeared the foregoing incorporators. /s/ Craig S. Cummings ---------------------------- Notary Public Residing at Salt Lake County My Commission Expires: 12-4-88 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 --------------------------- Gordon Jones EX-3.2 3 BYLAWS OF CHINA CONTINENTAL, INC. BYLAWS OF CHINA CONTINENTAL, INC. ARTICLE I OFFICES --------- 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 -------------- 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. 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. 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 ----------- 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. 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. 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 ---------- 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. 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. 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. ------------------------------------- 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. 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 ---------- 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 --------------- 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. 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. EX-4.1 4 SPECIMEN SHARE CERTIFICATE 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 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 ---------------- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- Please print or typewrit name and address including postal zip code of assignee - - -------------------------------------------------------------------------------- - - --------------------------------------------------------------------Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the -------------------- said stock on the books of the within-named Corporation will full power of substitution in the premises. Dated ----------------------- ---------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----