ex10_1.htm


     

    
      Exhibit
10.1

      


      


      RESOLUTIONS
OF BOARD APPROVING REVERSE STOCK SPLIT

       

      CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD.

       

      RESOLUTIONS
OF BOARD OF DIRECTORS

      DOPTED
FEBRUARY 18, 2009

      


      The Board
of Directors of China International Tourism Holdings, Ltd. a Nevada business
corporation, held a special meeting this date pursuant to Nevada Revised Statute
78.320. Notice was waived as indicated by signature of each director below
pursuant to the Nevada Revised Statute 78.320;

      


      The
special meeting was noticed for the purpose of considering a 200 to 1 reverse
stock split to more appropriately capitalize the Company and to further the
Company’s business plan.

      


      Certain
directors attended the meeting by telephone as permitted by Nevada Revised
Statute 78.315. After calling the meeting to order a discussion was held and the
Board hereby adopts the following resolutions:

      


      
        	
                1.  

              	
                APPROVAL
      OF TWO HUNDERED FOR ONE REVERSE STOCK
SPLIT

              


      

      


      The Board of Directors hereby
authorizes and approves a reverse stock split on the following terms and
conditions:

      


      THE
REVERSE SPLIT

      


      BE IT
RESOLVED that Board of Directors hereby approves a reverse split of our Common
Stock. The reverse split combines our outstanding Common Stock on the basis of
200 outstanding shares being changed to 1 outstanding share.  In other
words, for every 200 shares of Common Stock that now issued and outstanding will
be combined into 1 share.  Each shareholder’s percentage ownership in
the Company (and relative voting power) will remain essentially unchanged as a
result of the reverse split.

      


      REASONS
FOR THE REVERSE SPLIT

      


      The Board
believes that the present course of the Company’s business operations will need
to be re-evaluated. We anticipate that changes to our business operations may
result that may require the Company to issue new shares. The Board believes that
reducing the number of outstanding shares will make our capital structure more
attractive to potential investors and provide us with greater flexibility in
structuring financings and pursuing other corporate development
opportunities.  Also, a reduction in the number of outstanding shares
makes our business more attractive to potential merger, joint venture and
acquisition candidates.

      


      Stockholders
will not be required to pay a transfer or other fee in connection with the
exchange of certificates Fractional shares shall be rounded up to the next whole
share.  Consummation of the reverse stock split will not change the
number of shares of Common Stock authorized by the Company’s Articles of
Incorporation or the par value of each share of Common Stock. The Reverse Stock
Split will not effect a stockholder’s percentage ownership interest in the
Company or proportional voting power, except for minor differences resulting
from fractional shares having been rounded up to the next whole
share..

      


      Further,
we believe that our current low stock price negatively affects the marketability
of our existing shares and our ability to raise additional
capital.  Although we cannot guarantee it, we hope that the reverse
split will increase the market price of our stock. Theoretically, the increase
should occur in a direct inverse proportion to the reverse split
ratio.  In other words, with a reverse split ratio of 1 to 200 the
assumption is that the market price of our stock should increase fivefold
following the reverse split. Stockholders should note that the effect of the
reverse stock split upon the price of the Company’s Common Stock cannot be
accurately predicted.

      


      Finally,
we are hopeful that the reverse split and the resulting anticipated increased
price level will encourage interest in our Common Stock and possibly promote
greater liquidity for our shareholders.  Again, however, we cannot
guarantee that this will be the case or, indeed, that any of the foregoing
hoped-for effects will result from the reverse split.

      


      CERTAIN
EFFECTS OF THE REVERSE SPLIT

      


      The
following table illustrates the principal effects of the reverse split on our
Common and Preferred Stock based on the number of shares authorized, issued and
outstanding as of February 18, 2009

      


      Authorized
Common Stock

      Authorized
Common Stock

       

      
        	
                Prior
      to the

              	
                After
      the

              


      

      
        	
                Reverse
      Split

              	
                Reverse
      Split

              


      

      
        	
                ----------------

              	
                ---------------

              


      

      
        	
                250,000,000

              	
                250,000,000

              


      

      


      Issued
and Outstanding Common Stock

      
        	
                Prior
      to the

              	
                After
      the

              


      

      
        	
                Reverse
      Split

              	
                Reverse
      Split

              


      

      
        	
                ----------------

              	
                ---------------

              


      

      
        	
                48,591,809

              	
                242,960

              


      

      


      Common
Stock Available for Issuance

      
        	
                Prior
      to the

              	
                After
      the

              


      

      
        	
                Reverse
      Split

              	
                Reverse
      Split

              


      

      
        	
                ----------------

              	
                ---------------

              


      

      
        	
                201,408,191

              	
                249,757,040

              


      

      


      Shares of
Common Stock issued pursuant to the reverse split will be fully paid and
nonassessable.  The relative voting and other rights of holders of the
Common Stock will not be altered by the reverse split, and each share of Common
Stock will continue to entitle its owner to one vote. The reverse split will not
give rise to rights of appraisal or dissenter’s rights.

      


      As a
result of the reverse split, the number of shares of Common Stock presently
outstanding will be consolidated.  Accordingly, we will have the
ability to issue more shares of Common Stock than is presently the case and
without additional shareholder approval.  Doing so will have a
dilutive effect on the equity and voting power of our existing
shareholders.

      


      No
fractional shares will be issued in connection with the reverse
split.  Instead, fractional shares will be rounded up and one whole
share will be issued.  We expect that most shareholders will receive
one additional share of Common Stock, but we do not anticipate that this will
materially affect any shareholder's proportional interest.  We do not
anticipate that the reverse split will result in any material reduction in the
number of holders of Common Stock.

      


      The
reverse split may result in some shareholders owning "odd-lots" of less than 100
shares of Common Stock.  Brokerage commissions and other costs of
transactions in odd-lots are generally somewhat higher than the costs of
transactions in round lots of even multiples of 100 shares.

      


      The
reverse split will not affect the Company's stockholders' equity as reflected on
our financial statements, except to change the number of issued and outstanding
shares of Common Stock.  The reverse split will not have any effect on
the par value of the Common Stock.

      


      EFFECTIVE
DATE OF THE REVERSE SPLIT

      


      The
reverse split will be authorized immediately and will become effective at such
time as counsel or our Executive Officers determine that proper notification and
filing has been made to the regulators and the securities
markets.  Upon proper regulatory notification, all of our outstanding
Common Stock will be converted into new Common Stock in accordance with the
reverse split ratio described above.  After the reverse split is
effective, certificates representing shares of pre-reverse split Common Stock
will be deemed to represent only the right to receive the appropriate number of
shares of post-reverse split Common Stock.

      


      NO
EXCHANGE OF CERTIFICATES

      


      You are
not being asked to exchange your certificates at this time; however, you are
entitled to do so after the reverse split takes place if you wish by contacting
our transfer agent.  Otherwise, certificates representing pre-reverse
split shares will changed for certificates reflecting post-split shares at the
first time they are presented to the transfer agent for transfer.

      


      RIGHT TO
ABANDON REVERSE SPLIT

      


      Although
we do not anticipate doing so, we may abandon the proposed reverse split at any
time prior to its effectiveness if our Board of Directors deems it advisable to
do so.  Any decision as to the appropriateness of the reverse split
will be made solely by our Board of Directors and will depend upon numerous
factors including the future trading price of our stock, the growth and
development of our business and our financial condition and results of
operations.

       

      2.           ADMINISTRATION
AND MISCELLANEOUS.

      


      FURTHER RESOLVED, that the Authorized
Officers, or any of them, be, and each of them hereby is, authorized, in the
name and on behalf of the Company, to prepare, execute, deliver and file such
certificates, documents, instruments or other papers and to do or cause to be
done all such acts and things (including the payment of all necessary expenses
and the retention of the services of attorneys, accountants, printers and
others) as the Authorized Officers, or any of them, may deem necessary or
appropriate to effect fully the intent and purposes of any and all of these
resolutions;

      


      FURTHER RESOLVED, that the corporate
seal of the Company may be affixed to any instrument or document executed
pursuant to any of the foregoing resolutions by impressing or affixing such seal
thereon or by imprinting or otherwise reproducing thereon a facsimile thereof;
and

      


      FURTHER RESOLVED, that any and all
action heretofore or hereafter taken by the Authorized Officers, or any of them,
within the terms of the foregoing resolutions, is hereby ratified and confirmed
as the act and deed of the Company.

      


      DULY
NOTED AND AUTHORIZED FOR INSERTION INTO THE BOOKS AND RECORDS OF THE CORPORATION
THIS DAY AND YEAR FIRST ABOVE WRITTEN.

      


      SIGNED
AND CONSENTED TO BY ALL OF THE DIRECTORS OF THE COMPANY.

       

      


      


                                                                                                            
/s/ WANWEN SU

            
WANWEN SU

            
CHAIRMAN OF THE BOARD