Exhibit
3.1
ARTICLES
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
EVER-GLORY
INTERNATIONAL GROUP, INC.
Pursuant
to Sections 607.1003 and
607.1006 of the Business Corporation Act of the State of Florida, the
undersigned Chief Executive Officer of Ever-Glory International, Inc. (the
"Corporation"), a corporation organized and existing under the laws of the
State
of Florida does hereby certify:
1. The
following amendment was adopted by the board of directors of the Corporation
on
November 7, 2007 without shareholder action, and shareholder action was not
required.
2. On
the effective date of the filing of these Articles of Amendment, Article Six
of
the Articles of Incorporation is amended and restated as follows:
“Section
1.
October 3, 2007 Amendment.
On October 3, 2007,
this Article Six was amended to include subsections (a) and (b)
below.
(a) The
total number of shares of capital stock which the corporation has authority
to
issue is 505,000,000 shares of capital stock, 500,000,000 shares of common
stock
par value $0.0001 and 5,000,000 shares of preferred stock, the rights and
preferences of which shall be determined solely by the members of the Board
of
Directors of the corporation. The preferred stock may be created and
issued from time to time in one or more series, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional
or
other rights, including voting rights, qualifications, limitation or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the creation and issuance of such series of preferred
stock as adopted by the Board of Directors pursuant to the authority in this
paragraph given.
(b) Effective
as of the date of filing of these Articles of Amendment, each share of Series
A
Convertible Preferred Stock of the Company, issued and outstanding as of October
2, 2007 (the “Series A Preferred Stock”), will be automatically converted into
seven-thousand six hundred (7,600) fully paid and nonassessable shares of common
stock, $.0001 par value per share (the “Conversion Stock”). Each
certificate that represented shares of Series A Preferred Stock shall, after
the
date of filing of these Articles of Amendment (the “Effective Date”), represent
the number of shares of Conversion Stock into which the shares of Series A
Preferred Stock represented by such certificate were reclassified and converted
into hereby; provided, however, that each person holding of record a certificate
or certificates that represented shares of Series A Preferred Stock shall
receive, upon surrender of said certificate or certificates, a new certificate
or certificates, as the case may be, evidencing and representing the number
of
shares of Conversion Stock to which such person is entitled pursuant to this
Amendment.
Section
2.
Reverse Stock Split.
Upon the filing
and effectiveness of this Articles of Amendment to the Articles of Incorporation
of the Corporation becoming effective in accordance with the Florida Statutes
of
the State of Florida (the “Effective Date”), each ten (10) shares of common
stock, par value $0.0001 per share (“Old Common Stock”), of the Corporation
issued and outstanding immediately prior to the Effective Date shall be,
without
any action of the holder thereof, automatically reclassified as and converted
into one (1) share of common stock, par value $0.001 per share (“New Common
Stock”), of the Corporation.
Notwithstanding
the immediately preceding paragraph, no fractional shares of New Common Stock
shall be issued to the holders of record of Old Common Stock in connection
with
the foregoing reclassification of shares of Old Common Stock, and no
certificates or scrip representing any such fractional shares shall be
issued. In lieu of such fraction of a share, any holder of such
fractional share shall be entitled receive one whole share of the New Common
Stock.
Each
stock certificate that, immediately prior to the Effective Date, represented
shares of Old Common Stock shall, from and after the Effective Date,
automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been
reclassified. A letter of transmittal will provide the means by which
each holder of record of a certificate that represented shares of Old Common
Stock shall receive, upon surrender of such certificate, a new certificate
representing the number of whole shares of New Common Stock into which the
shares of Old Common Stock represented by such certificate shall have been
reclassified.
As
of the
Effective Date, the total number of shares which the Corporation shall have
authority to issue is 55,000,000 shares of capital stock, which shall be divided
into 50,000,000 shares of Common Stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, the rights and preferences of which shall
be determined solely by the Board of Directors of the corporation.”
3. The
effective date of these Articles of Amendment shall be November 20,
2007.
4. Except
as modified herein, the Articles of Incorporation of the Corporation shall
remain in full force and effect.
IN
WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of this
Corporation, has executed these Articles of Amendment to the Articles of
Incorporation as of November 20, 2007.
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EVER-GLORY
INTERNATIONAL
GROUP, INC.
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By:
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/s/ Kang
Yi Hua
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Kang
Yi Hua, Chief Executive
Officer
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