EX-3.4 3 nvgt_ex3z4.htm AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK

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AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES AND

RIGHTS OF SERIES A PREFERRED STOCK OF GOLDEN BEE HEALTH PRODUCTS

INVESTMENT LIMITED, INC. (formerly known as NOVAGANT CORP.)

 

Golden Bee Health Products Investment Limited, Inc. (formerly known as NOVAGANT CORP.), a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that, Pursuant to the authority vested in the Board of Directors of the Company (the “Board”) by the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), as amended the following resolution was adopted as of September 8, 2023 by the Board:

RESOLVED, that pursuant to the resolutions adopted by the Unanimous Written Consent of the Board of Directors effective September 8, 2023 (the “September 8, 2023 Consent”) the Board of Directors adopted resolutions amending certain provisions of its Series A Preferred Stock, $0.001 par value, with those certain rights, privileges, preferences and restrictions as set forth in this Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series A Preferred Stock of Golden Bee Health Products Investment Limited, Inc. as follows:

 

Section 1. Designation and Number of Shares.

 

Series A Preferred Stock, consisting of 200,000 shares (the “Series A Preferred Stock”) was created by filing a Certificate of Designation with the State of Nevada on July 6, 2012, and is hereby amended and restated as set forth below. No other shares of Preferred Stock shall be designated Series A Preferred Stock.

 

Section 2. Dividends.

 

Except as provided herein, the holders of the Series A Preferred Stock shall be entitled to receive cash, stock or other property, as dividends, when, as, and if declared by the Board of Directors of the Company. Series A Preferred Stock shall not participate in any dividend declared with respect to the Common Stock.

 

Section 3. Liquidation Rights.

 

Upon the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive cash, stock or other property, as dividends, when, as, and if declared by the Board of Directors of the Company. Series A Preferred Stock shall not participate in any dividend declared with respect to the Common Stock.

 

Section 4. Lost or Stolen Certificates.

 

Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Corporation, or (iii) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

 

Section 5. Voting.

 

Each Share of Series A Preferred Stock shall have no right to vote on any matter to be submitted for a vote to shareholders of the Company.

 

Section 6. No Re-issuance of Series A Preferred Stock.

 

No share or shares of Series A Preferred Stock acquired by the Company by reason of conversion, redemption or otherwise shall be reissued as Series A Preferred Stock, and all such shares thereafter shall be returned to the Company’s treasury under the status of undesignated and un-issued shares of Preferred Stock of the Company.

 

Section 7. Headings of Subdivisions.

 

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

 

Section 8. Certain Remedies.

 

Any registered holder of shares of Series A Preferred Stock shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Certificate of Designations and to enforce specifically the terms and provisions of this Certificate of designations in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such holder may be entitled at law or in equity.

 

Section 9. Ranking.

 

The Series A Preferred Stock shall rank, as to rights upon liquidation, dissolution or winding up, pari pass to each other and shall rank senior and prior to the Common Stock.

 

Section 10. Other Preferences.

 

The shares of the Series A Preferred Stock shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the Articles of Incorporation of the Corporation.

 

 

IN WITNESS WHEREOF, the undersigned has executed and subscribed this Amended and Restated Certificate and does affirm the foregoing as true under the penalties of perjury this 8th day of September, 2023.

 

Golden Bee Health Products Investment Limited, Inc.

 

 

 

/s/ WeiQun Chen

 

By: WeiQun Chen, Chief Executive Officer

 

 

Before me this 8th day of September 2023 personally appeared WeiQun Chen, the Chief Executive Officer of Golden Bee Health Products Investment Limited, Inc., who being duly sworn did acknowledge that he executed the forgoing instrument.

 

/s/ Longling Guo

 

NOTARY PUBLIC

 

 

 

Longling Guo

 

CHINA COMMERCIAL LAW FIRM Add:21-25/F,

Hong Kong CTS Tower, No.4011, Shennan Boulevard, Futian District,

Shenzhen, P.R.C