Exhibit 2.2
AGREEMENT AND PLAN OF
MERGER
This AGREEMENT AND PLAN OF
MERGER (the “ Merger Agreement ”) is entered
into as of March , 2007 by
and between Sun New Media, Inc., a Minnesota corporation (“
SNMI MN ”), and Delaware Sun New Media, Inc., a
Delaware corporation (“ SNMI Delaware
”).
RECITALS
WHEREAS , SNMI Delaware is a corporation duly organized
and existing under the laws of the State of Delaware;
WHEREAS , SNMI MN is a corporation duly organized and
existing under the laws of the State of Minnesota;
WHEREAS , on the date of this Merger Agreement, SNMI
Delaware has authority to issue 750,000,000 shares of Common Stock,
par value $0.01 per share (the “ SNMI Delaware Common
Stock ”), of which 1,000 shares are issued and
outstanding and owned by SNMI MN and 250,000,000 shares of
Preferred Stock, par value $0.01 per share (the “ SNMI
Delaware Preferred Stock ”), of which no shares are
issued or outstanding;
WHEREAS , on the date of this Merger Agreement, SNMI MN
has authority to issue 750,000,000 shares of Common Stock (the
“ SNMI MN Common Stock ”) and 250,000,000 shares
of Preferred Stock (the “ SNMI MN Preferred Stock
”);
WHEREAS , the respective Boards of Directors for SNMI
Delaware and SNMI MN have determined that, for the purpose of
effecting the reincorporation of SNMI MN in the State of Delaware,
it is advisable and to the advantage of said two corporations and
their shareholders that SNMI MN merge with and into SNMI Delaware,
with SNMI Delaware as the surviving corporation, upon the terms and
conditions herein provided (the “ Reincorporation
”); and
WHEREAS , the respective Boards of Directors of SNMI
Delaware and SNMI MN have approved this Merger Agreement and the
stockholders of SNMI Delaware and SNMI MN have approved the terms
of the Reincorporation.
NOW, THEREFORE, BE IT
RESOLVED , in
consideration of the mutual agreements and covenants set forth
herein, SNMI MN and SNMI Delaware hereby agree to merge as
follows:
1.
Merger . SNMI MN shall be
merged with and into SNMI Delaware, and SNMI Delaware shall survive
the merger (“ Merger ”), effective upon the
date when this Merger Agreement is made effective in accordance
with applicable law (the “ Effective Date ”).
2.
Governing Documents
. The
Bylaws of SNMI Delaware, in effect on the Effective Date, shall
continue to be the Bylaws of SNMI Delaware as the surviving
corporation without change or amendment until further amended in
accordance with the provisions thereof and applicable laws.
The Certificate of Incorporation of SNMI Delaware shall continue to
be the Certificate of Incorporation of SNMI Delaware as the
surviving Corporation, provided, however , that
ARTICLE FOURTH of the Certificate of
Incorporation shall hereby be amended and restated as
follows:
“FOURTH:
“The total number of shares of all classes which the
Corporation shall have authority to issue is Five Hundred Million
(500,000,000) consisting of Three Hundred Fifty Million
(350,000,000) shares of Common Stock, par value $0.01 per share
(the “ Common
Stock ”) and One Hundred
Fifty Million (150,000,000) shares of Preferred Stock, par value
$0.01 per share (the “ Preferred Stock ”).
Directors and Officers
. As of the
Effective Date, the officers of the surviving corporation shall be
as follows:
|
Bruno Wu
|
Chief Executive Officer
|
|
Jeffery Li
|
Chief Financial Officer and Secretary
|
As of the
Effective Date, the five (5) directors of the surviving corporation
shall be: Bruno Wu (Chairman), Yu Bing, Walter Beach, Ren Huiliang
and Chen Zhaobin and such positions shall be divided into three
classes as follows: Yu Bing and Walter beach shall serve as the
Class I Directors, whose term shall expire at the first Annual
Meeting of the Stockholders of the Corporation following the
Reincorporation; Ren Huiliang and Chen Zhaobin shall serve as the
Class II Directors, whose
