Certificate of Merger Between Asia Cork Inc. and Hankersen International Corporation

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This document certifies the merger of Asia Cork Inc. into Hankersen International Corporation, both Delaware corporations. The merger agreement was approved according to Delaware law, with Hankersen International Corporation as the surviving entity, which will be renamed Asia Cork, Inc. The certificate of incorporation of Hankersen International Corporation will remain in effect for the surviving company. The merger becomes effective on July 10, 2008.

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EX-1.2 3 exh1-2.txt CERTIFICATE OF MERGER CERTIFICATE OF MERGER OF ASIA CORK INC. INTO HANKERSEN INTERNATIONAL CORPORATION The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ---- ---------------------- Hankersen International Corporation Delaware Asia Cork Inc. Delaware SECOND: Than an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is Hankersen International Corporation which shall hereinwith be changed to Asia Cork, Inc. FOURTH: That the Certificate of Incorporation of Hankersen International Corporation, a Delaware corporation, which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 3rd Floor, A Tower of Chuang Xin, Hi Tech Zone, Xi'An, CHINA. SIXTH: That this Certificate of Merger shall be effective on July 10, 2008. Dated: July 10, 2008 Hankersen International Corporation By: /s/ Pengcheng Chen ------------------- Chief Executive Officer