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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/29/21 Phoenix Motor Inc. S-1 11/26/21 30:20M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 1.05M 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 20K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 18K 4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 42K 5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 17K 6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 19K 7: EX-4.3 Instrument Defining the Rights of Security Holders HTML 33K 8: EX-10.1 Material Contract HTML 111K 17: EX-10.10 Material Contract HTML 71K 18: EX-10.11 Material Contract HTML 90K 19: EX-10.12 Material Contract HTML 204K 20: EX-10.13 Material Contract HTML 28K 9: EX-10.2 Material Contract HTML 31K 10: EX-10.3 Material Contract HTML 28K 11: EX-10.4 Material Contract HTML 23K 12: EX-10.5 Material Contract HTML 21K 13: EX-10.6 Material Contract HTML 56K 14: EX-10.7 Material Contract HTML 85K 15: EX-10.8 Material Contract HTML 105K 16: EX-10.9 Material Contract HTML 52K 21: EX-14.1 Code of Ethics HTML 39K 22: EX-21.1 Subsidiaries List HTML 10K 23: EX-23.1 Consent of Expert or Counsel HTML 11K 24: EX-99.1 Miscellaneous Exhibit HTML 36K 25: EX-99.2 Miscellaneous Exhibit HTML 28K 26: EX-99.3 Miscellaneous Exhibit HTML 10K 27: EX-99.4 Miscellaneous Exhibit HTML 10K 28: EX-99.5 Miscellaneous Exhibit HTML 10K 29: EX-99.6 Miscellaneous Exhibit HTML 10K 30: EX-99.7 Miscellaneous Exhibit HTML 10K
Exhibit 3.1
| Delaware | Page 1 | |
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D. 2020, AT 4:40 O'CLOCK P.M.
| /s/ Jeffrey W. Bullock | |
| Jeffrey W. Bullock, Secretary of State |
 |
||
| 3929882 8100 | Authentication: 203905267 | |
| SR# 20207933737 | Date: 10-21-20 | |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
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| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 04:40 PM 10/20/2020 | |
| FILED 04:40 PM 10/20/2020 | |
| SR 20207933737 - File Number 3929882 |
OF
PHOENIX MOTOR INC.
THE UNDERSIGNED, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does hereby execute this Certificate of Incorporation and does hereby certify as follows:
FIRST: The name of the corporation is Phoenix Motor Inc.(hereinafter called the “Corporation”).
SECOND: The registered office of the Corporation is to be located at 3411 Silverside Road, Tatnall Building, #104, in the City of Wilmington, in the County of New Castle, Delaware 19810. The name of its Registered Agent at such address is Corporate Creations Network Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The name and mailing address of the incorporator is: Jaszick Maldonado, c/o Loeb & Loeb LLP, 345 Park Avenue, New York NY 10154.
FIFTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, $0.0001 par value.
SIXTH: A Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director of the Corporation, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring
SEVENTH: In furtherance and not in imitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation; provided, however, that no By-Laws hereafter adopted by the Board of Directors or stockholders shall invalidate any prior act of the Directors which would have been valid if such By-Laws had not been adopted.
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EIGHTH: The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a Director or officer of the Corporation or while a Director or officer is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any By-Law, agreement, vote of Directors or stockholders or otherwise and shall inure to the benefits of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph shall not adversely affect any right or protection of a Director or officer of the Corporation with respect to any acts or omissions of such Director or officer occurring prior to such repeal or modification.
NINTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided:
1. Election of Directors need not be by written ballot unless the By-Laws of the Corporation so provide.
2. Meetings of stockholders may be held within or without the State of Delaware, as the By Laws may provide.
3. To the extent permitted by law, the books of the Corporation may be kept 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 By-Laws of the Corporation.
TENTH: Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this 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 undersigned, being the incorporator herein before named, has executed this Certificate of Incorporation this 20th day of October, 2019.
| /s/ Jaszick Maldonado | |
| Jaszick Maldonado, Incorporator |
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