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Exhibit 2
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT dated as of March 11, 2005.
BETWEEN:
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CATHAY MERCHANT GROUP, INC. , a Delaware
corporation,
having its office at 3604 Tower 1, Kerry Everbright City, 218 Tian
Mu
Road West, Shanghai, People’sRepublic of China
200070 |
AND:
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CATHAY MERCHANT GROUP (WYOMING), INC., a Wyoming
corporation,
having its office at 3604 Tower 1, Kerry Everbright City,
218 Tian Mu Road West, Shanghai, People’s Republic of China
200070 |
WHEREAS:
A. Cathay Wyoming is the wholly-owned
subsidiary of Cathay Delaware;
B. The boards of directors of Cathay
Delaware and Cathay Wyoming deem it advisable and in the best
interests of their respective companies and shareholders that
Cathay Delaware be merged with and into Cathay Wyoming, with Cathay
Wyoming remaining as the surviving corporation under the name
“Cathay Merchant Group, Inc.”;
C. The board of directors of Cathay
Delaware has approved the plan of merger embodied in this
Agreement; and
D. The board of directors of Cathay
Wyoming has approved the plan of merger embodied in this
Agreement;
THEREFORE,
in consideration of the mutual agreements and covenants set forth
herein, the parties hereto do hereby agree to merge on the terms
and conditions herein provided, as follows:
1. THE MERGER
1.1 The Merger
Upon the terms
and subject to the conditions hereof, on the Effective Date (as
hereinafter defined), Cathay Delaware shall be merged with and into
Cathay Wyoming in accordance with the applicable laws of the State
of Delaware and the State of Wyoming (the “ Merger
”). The separate existence of Cathay Delaware shall cease,
and Cathay Wyoming shall be the surviving corporation under the
name “Cathay Merchant Group, Inc.” (the “
Surviving Corporation ”) and shall be governed by the
laws of the State of Wyoming. Cathay Wyoming waives the notice
requirement of section 705 of the Wyoming Business
Corporations Act .
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1.2 Effective Date
The Merger
shall become effective on the date and at the time (the “
Effective Date ”) that:
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(a) |
the Articles of Merger, in substantially the form annexed
hereto as Appendix A, that the parties hereto intend to
deliver to the Secretary of State of the State of Delaware, are
accepted and declared effective by the Secretary of State of the
State of Delaware; |
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(b) |
the Certificate of Merger, in substantially the form annexed
hereto as Appendix B, that the parties hereto intend to
deliver to the Secretary of State of the State of Wyoming, are
accepted and declared effective by the Secretary of State of the
State of Wyoming; and |
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(c) |
after satisfaction of the requirements of the laws of the State
of Wyoming and the State of Delaware, as applicable. |
1.3 Articles of
Incorporation
On the
Effective Date, the Articles of Incorporation of Cathay Wyoming, as
in effect immediately prior to the Effective Date, shall continue
in full force and effect as the Articles of Incorporation of the
Surviving Corporation except that Article 1 of the Articles of
Incorporation of Cathay Wyoming, as the Surviving Corporation,
shall be amended to state that the name of the corporation is
“Cathay Merchant Group, Inc.”
1.4 Bylaws
On the
Effective Date, the Bylaws of Cathay Wyoming, as in effect
immediately prior to the Effective Date, shall continue in full
force and effect as the bylaws of the Surviving
Corporation.
1.5 Directors and
Officers
The directors
and officers of Cathay Wyoming immediately prior to the Effective
Date shall be the
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