CERTIFICATE OF INCORPORATION
OF
NETWORK CN INC.
Network CN Inc. (hereinafer referred to as the "
Corporation
"), a corporation organized and existing under and by virtue of the General Corporation Law
of the State of Delaware, does
hereby certify as follows:
1.
The current name of the Corporation is Network CN Inc.
2.
The name under which the Corporation was originally incorporated is EC Capital,
Ltd. and the date
of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is September 10, 1993.
3.
The provisions of the Certificate of Incorporation of the Corporation as heretofore
amended
and/or supplemented, and as herein amended, are hereby restated and integrated into the
single instrument which is hereinafer set forth, and which is entitled the Amended and Restated Certificate of Incorporation of Network CN Inc.
4.
The resolution setting forth the amendment and restatement has been duly
approved by board of directors and the stockholders of the Corporation in accordance with the
provisions
of Sections 242 and 245 of the General Corporation Law of the State of Delaware and is
as follows:
RESOLVED
, that the Certificate of Incorporation of the Corporation be, and hereby is, amended and restated in its entirety as follows:
FIRST:
The name of the corporation is Network CN Inc.
SECOND:
The address of the corporation's registered office in the State of Delaware is
the Corporation Trust Center at 1209 Orange Street, in the City of Wilmington, County of New
Castle,
State of Delaware 19801, the name of its registered agent at such address is The Corporation Trust
Company.
THIRD:
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the Delaware General Corporation law.
FOURTH:
The total number of shares of stock which the corporation is authorized to issue is 2,005,000,000 shares, of which 2,000,000,000 shall be shares of common stock, par value $0.001 per share (the "Common Stock") and 5,000,000 shares shall be shares of preferred
stock,
par value $0.001 per share (the "Preferred Stock"). The shares of Common Stock and
Preferred Stock may be issued by the corporation from time to time as approved by the board of
directors of the corporation wi
th
out
th
e approval of the stockholders,
except as otherwise provided by applicable law. The powers, designations, preferences and relative, pa
rt
icipating, optional and other rights of the Preferred Stock shall be provided for in a resolution or resolutions adopted by
th
e board of directors of the corporation and set fo
rt
h in a ce
rt
ificate
of designations executed, acknowledged and fled as provided in Section 151 (g) of
th
e General Corporation Law of
th
e State of Delaware, amending this A
rt
icle Fourth.
FIFTH:
The business and affairs of
th
e corporation shall be m
an
aged
by or under
th
e
direction of the board of directors,
an
d the directors need not be elected by ballot unless required by the by-laws of the corporation. The number of directors of
th
e corporation shall be as
fr
om time to time fixed by, or
in the manner provided in the bylaws of the corporation.
SIXTH:
In further
an
ce
an
d not in limitation of
th
e powers conferred by the laws of the
State
of Delaware, the board of directors is expressly autho
ri
zed to make, amend and repeal the
bylaws.
SEVENTH:
A director of the corporation shall not be personally liable to the corporation or its stockholders for moneta
ry
damages for breach of fiduciary duty as a director, except for liability (i) for
an
y
breach of
th
e director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of
th
e Delaware General Corporation law, or (iv) for
an
y
transaction
fr
om
which the director de
ri
ved
an
improper personal benefit. If the Delaware General Corporation Law is intended to autho
ri
ze corporate action fu
rt
her
eliminating or limiting
the personal liabili
ty
of directors,
th
en
th
e liabili
ty
of a director of the corporation shall be eliminated or limited to the fullest extent permi
tt
ed by the Delaware Gener
al
Corporation
Law, as is amended. Any repeal or modification of this provision shall not adversely affect any
ri
ght of a director of the corporation existing at
th
e time of such repeal or modification.
EIGHTH:
Any person who was or is a par
ty
or is threatened to be made a party to
an
y
threatened, pending or completed action, suit, or proceeding, whether civil, c
ri
minal,
administrative, or investigative (whe
th
er or not by or in
th
e
ri
ght of the corporation) by reason of the fact that he is or was a director, officer, incorporator,
employee, or agent of
th
e corporation, or is or was se
rv
ing at the request of the corporation as a director, officer, incorporation,
employee, partner, trustee, or agent of
an
other corporation, pa
rt
nership,
joint venture, trust, or other enterprise (including
an
employee bene
fi
t pl
an
), shall be entitled to the indemnification by the corporation to the full extent then permitted by law against expenses
(including counsel fees
and disbursements), judgments,
f
ines (including excise taxes assessed on a person wi
th
respect to
an
employee bene
fi
t pl
an
),
an
d
amounts paid in se
tt
lement incurred by him in connection wi
th
such action, suit, or proceeding. Such right of indemnification shall inure whether or not the claim asse
rt
ed is based on ma
tt
ers
which antedate
th
e adoption of this A
rt
icle Eighth. The
indemnification provided by
th
is Article Eighth shall not be deemed exclusive of
an
y other
ri
ghts
which
may be provided now or in
th
e future under
an
y provision currently in effect or hereafter
adopted of the bylaws, by
an
agreement, by vote of stockholders, by resolution of disinterested directors, by provisions of law, or o
th
erwise.
NINTH:
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its Chief Executive Officer this 27th day of July,
2009.
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NETWORK CN INC.
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By:
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/s/ Earnest Leung
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Name:
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Earnest Leung
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Title:
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Chief Executive Officer
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