CERTIFICATE
OF INCORPORATION
Pursuant
to the General Corporation Law of the State of Delaware (the “
DGCL
”),
SORL AUTO PARTS, INC.
, a
Delaware corporation (the “
Corporation
”), hereby
certifies that:
FIRST
: The
name of the corporation is
SORL
Auto Parts, Inc.
The name under which the Corporation was
originally incorporated is The Enchanted Village, Inc. The
corporation was incorporated by filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware on March 24,
1982.
SECOND
: This
Amended and Restated Certificate of Incorporation of the corporation
,
as further amended
, which restates, integrates and further
amends the provisions of the Certificate of Incorporation of this corporation as
previously amended or supplemented, has been duly adopted by the corporation’s
Board of Directors and a majority of the stockholders in accordance with
Sections
242 and 245 of the
DGCL.
THIRD
:
The
Amended and Restated
Certificate of Incorporation of the
Corporation is hereby
further
amended, integrated and restated to
read in its entirety as follows:
ARTICLE I.
The name of the corporation is SORL Auto
Parts, Inc. (the “
Corporation
”).
ARTICLE II.
The purpose for which the Corporation is
organized is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of
Delaware.
ARTICLE III.
The address of its registered office in
the State of Delaware is 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle 19808. The name of its registered
agent at such address is Corporation Service Company.
ARTICLE IV.
The Corporation shall have the authority
to issue 50,000,000 shares of common stock, $0.002 par value per share, of which
all shares shall be designated “Common Stock”, and 1,000,000 shares of Preferred
Stock, no par value, all of which shall be referred to herein as “Preferred
Stock”. Shares of Preferred Stock may be issued from time to time in
one or more series as the Board of Directors, by resolution or resolutions, may
from time to time determine, each of such series to be distinctively
designated. The voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions thereof, if any, of such series of Preferred Stock
may differ from those of any and all other series of Preferred Stock at any time
outstanding, and the Board of Directors is expressly granted authority to fix or
alter, by resolution or resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions thereof of each such series of
Preferred Stock.
ARTICLE V.
Meetings of stockholders may be held
within or without the State of Delaware, as the Bylaws of the Corporation may
provide. The books of the Corporation may be kept (subject to any
provision contained in the General Corporation Law of the State of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the
Corporation.
ARTICLE VI.
The Bylaws of the Corporation may be
adopted, amended or repealed by the Board of Directors of the Corporation;
provided, however, that nothing contained in this Article VI shall be deemed to
divest the stockholders of the Corporation of the power, nor limit their power,
to adopt, amend or repeal the Bylaws of the Corporation; or to specify, when
adopting or amending the Bylaws of the Corporation, that one or more provisions
thereof shall not be amended without the consent of the
stockholders.
ARTICLE VII.
No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of his fiduciary duty as a director; provided, that this provision
shall eliminate or limit the liability of a director only to the extent
permitted from time to time by the General Corporation Law of the State of
Delaware or any successor law or laws.
ARTICLE VIII.
A.
The Corporation shall indemnify its
directors and officers to the fullest extent authorized or permitted by Delaware
law, as now or hereafter in effect, and such right to indemnification shall
continue as to a person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of his or her heirs, executors and
personal and legal representatives; provided, however, that, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article VIII shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final
disposition.
B.
The Corporation may, to the extent
authorized from time to time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to employees and agents of
the Corporation similar to those conferred in this Article VIII to directors and
officers of the Corporation.
C.
The rights to indemnification and to the
advance of expenses conferred in this Article VIII shall not be exclusive of any
other right which any person may have or hereafter acquire under this
Certificate of Incorporation, the Bylaws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or
otherwise.
D.
Any repeal or modification of this
Article VIII by the stockholders of the Corporation shall not adversely affect
any rights to indemnification and to the advancement of expenses of a director
or officer of the Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.
ARTICLE
IX.
The
affirmative vote of the holders of not less than eighty percent (80%) of the
total voting power of all outstanding shares of voting stock of this corporation
shall be required for the approval of any proposal that (1) this corporation
merge or consolidate with any other corporation or any affiliate of such other
corporation if such other corporation and its affiliates singly or in the
aggregate are directly or indirectly the beneficial owners of more than five
percent (5%) of the outstanding shares of the Common Stock of this corporation
(such other corporation and any affiliate thereof being herein referred to as a
“related corporation”), or that (2) this corporation sell or exchange all or
substantially all of its assets or business to or with such related corporation,
or in a merger of any affiliate of this corporation with or into such related
corporation or any of its affiliates or that (3) this corporation issue to such
related corporation securities having more than 5% of the total voting power of
all shares of voting stock of this corporation outstanding prior to such
issuance; provided, however, that the foregoing shall not apply to any such
merger, consolidation, sale or exchange, or issuance or delivery of stock or
other securities which was approved by resolution of the Board of Directors of
this corporation prior to the acquisition of the beneficial ownership of more
than five percent (5%) of the outstanding Common Stock of this corporation by
such related corporation and its affiliates, nor shall it apply to any such
transaction solely between this corporation and another corporation, fifty
percent (50%) or more of the voting stock of which is owned by this corporation,
nor shall it apply to any such transaction if the related corporation has, or is
an affiliate of any person who has, prior to July 1, 1986, filed with the
Securities and Exchange Commission a report stating that such person was the
beneficial owner of 5% or more of the outstanding shares of Common
Stock. For the purpose hereof, an “affiliate” is any person
(including a corporation, partnership, trust, estate or individual) who
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified; “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise; and in computing the
percentage of outstanding Common Stock beneficially owned by any person, the
shares outstanding and the shares owned shall be determined as of the record
date fixed to determine the stockholders entitled to vote or express consent
with respect to such proposal. The stockholder vote, if any, required
for mergers, consolidations, sales or exchanges of assets of issuance of stock
or other securities not expressly provided for in this Article shall be such as
may be required by applicable law.
The
provisions set forth in this Article may not be repealed or amended in any
respect unless such repeal or amendment is approved by the affirmative vote of
the holders of not less than eighty percent (80%) of the total voting power of
all outstanding shares of voting stock of this corporation.
IN WITNESS
WHEREOF
, the undersigned
has executed this Amended and Restated Certificate of Incorporation
,
as further amended
,
on this
22nd
27
th
day of
June,
2009.
May, 2010.