Exhibit 2.2
AGREEMENT
AND PLAN OF MERGER
between
NEOVIEW
HOLDINGS, INC.
and
JINGWEI
INTERNATIONAL LIMITED
Dated
as of May 16, 2007
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of May 16, 2007, between Neoview
Holdings, Inc., a Nevada corporation ("Parent"), and Jingwei
International Limited, a Nevada corporation and a direct
wholly-owned subsidiary of Parent ("Sub"). Parent and Sub are
hereinafter collectively referred to as the "Constituent
Corporations."
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is
advisable and in the best interests of the respective
companies and shareholders to enter into a business
combination by means of the merger of Sub with and into Parent
(the "Merger") and has approved and adopted this Agreement and
Plan of Merger (the "Agreement");
NOW,
THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set
forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1.
Merger
and Effective Time. Effective upon the filing of the articles
of merger (the "Articles of Merger"), entered into
concurrently herewith, with the Secretary of State of the
State of Nevada (the "Effective Time"), Sub shall be merged
with and into Parent (the "Merger") and Parent shall be the
surviving corporation of the Merger (the "Surviving
Corporation").
2.
Effect
of Merger. At the Effective Time, the Constituent Corporations
shall merge into the Surviving Corporation and the separate
existence of the Constituent Corporations shall cease. The
effect of the Merger shall be as provided in the Nevada
Revised Statutes. Without limiting the generality of the
foregoing, all rights, powers, privileges, obligations and
duties of Sub shall become the rights, powers, privileges,
obligations and duties of the Surviving
Corporation.
3.
Name
of Surviving Corporation. The name of the Surviving
Corporation shall be "Jingwei International
Limited”.
4.
Governing
Documents. The Articles of Incorporation of Parent, as amended
to the extent provided in the Articles of Merger, and the
Bylaws of Parent, as in effect at the Effective Time, shall
continue in full force and effect as the Articles of
Incorporation and Bylaws of the Surviving Corporation until
sooner terminated or changed as permitted by the provisions of
Nevada Revised Statutes, as amended.
5.
Directors
and Officers. At the Effective Time, the directors and the
officers of the Surviving Corporation shall be the incumbent
directors and officers of Parent, all of whom shall hold their
directorships and officer
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