CERTIFICATE OF INCORPORATION
SUNDEW INTERNATIONAL, INC.
FIRST: The name of the corporation shall be Sundew International, Inc.
SECOND: Its registered office is to be located at 110 West Ninth Street, #134, in the City of Wilmington,
County of New Castle, Delaware. The registered agent is William Y. Tay whose address is the same as above.
THIRD: The nature of business and purpose of the organization is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Laws.
FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 120,000,000
shares, consisting of 100,000,000 shares of Common Stock having a par value of $.001 per share and
20,000,000 shares of Preferred Stock having a par value of $.001 per share and to be issued in such series and
to have such rights, preferences, and designation as determined by the Board of Directors of the Corporation.
FIFTH: The name and address of the incorporator is William Y. Tay, 110 W. Ninth Street, #134, Wilmington,
SIXTH: The powers of the undersigned incorporator will terminate upon filing of the certificate of incorporation.
The name and mailing address of the person(s) who will serve as initial director(s) until the first annual meeting of
stockholders or until a successor(s) is elected and qualified are: Michael C. Tay, 1422 Chestnut Street, Suite
410, Philadelphia, Pennsylvania 19102.
SEVENTH: The Board of Directors shall have the power to amend or repeal the by-laws.
EIGHTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages
from any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law, (i) for breach of the directory'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