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EXHIBIT
2.1
AGREEMENT AND PLAN OF MERGER
by and between
CHINA PUBLIC SECURITY TECHNOLOGY, INC.
a Florida corporation
and
CHINA INFORMATION SECURITY
TECHNOLOGY, INC.
a Nevada corporation
Dated as of April 2,
2008
TABLE
OF CONTENTS
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Page |
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| ARTICLE I. MERGER;
EFFECTIVE TIME |
1 |
| 1.1 |
The Merger |
1 |
| 1.2 |
Effective Time |
1 |
| ARTICLE II. SURVIVING
CORPORATION |
1 |
| 2.1 |
Surviving Corporation |
1 |
| ARTICLE III. TERMS AND
CONDITIONS OF THE MERGER |
2 |
| 3.1 |
The Certificate of
Incorporation |
2 |
| 3.2 |
The Bylaws |
2 |
| 3.3 |
Officers |
2 |
| 3.4 |
Directors |
2 |
| 3.5 |
Submission to Shareholder
Vote |
2 |
| 3.6 |
Filing of Articles of Merger in the
State of Nevada |
2 |
| 3.7 |
Filing of Articles of Merger in the
State of Florida |
2 |
| ARTICLE IV. EFFECT OF
MERGER |
3 |
| 4.1 |
Effect of Merger on Constituent
Entities |
3 |
| 4.2 |
Effect of Merger on Capital
Stock |
3 |
| 4.3 |
Certificates |
4 |
| ARTICLE V. STATEMENTS
REQUIRED BY LAW |
4 |
| 5.1 |
Service of Process |
4 |
| 5.2 |
Dissenting Shareholders |
4 |
| ARTICLE VI.
MISCELLANEOUS AND GENERAL |
5 |
| 6.1 |
Condition to Each Party's Obligation
to Effect the Merger |
5 |
| 6.2 |
Further Assurances |
5 |
| 6.3 |
Termination |
5 |
| 6.4 |
Modification or
Amendment |
5 |
| 6.5 |
Tax-Free Reorganization |
5 |
| 6.6 |
Counterparts |
6 |
| 6.7 |
GOVERNING LAW |
6 |
| 6.8 |
Entire Agreement |
6 |
| 6.9 |
No Third Party
Beneficiaries |
6 |
| 6.10 |
Severability |
6 |
| 6.11 |
Headings |
6 |
AGREEMENT AND PLAN OF MERGER
This
AGREEMENT AND PLAN OF MERGER (hereinafter called this "
Agreement "),
dated as of April 2, 2008, is entered into between China Public
Security Technology, Inc., a Florida corporation (the "
Company ") and China Information Security Technology,
Inc., a Nevada corporation and a wholly owned subsidiary of the
Company (" CIST "). The Company and CIST are
sometimes together referred to herein as the " Constituent Entities
."
RECITALS
WHEREAS, CIST was formed
in the State of Nevada on February 13, 2008 as a wholly-owned
subsidiary of the Company; and
WHEREAS,
the board of directors of each of the Company and CIST deems it
advisable and in the best interests of the Company and CIST,
respectively, upon the terms and subject to the conditions herein
stated, that the Company be merged with and into CIST and that CIST
be the surviving corporation (the " Merger ");
and
WHEREAS, the Company will
submit this Agreement for approval by written consent of the
holders of shares of common stock, $0.01 par value, of the Company
(the " Common Stock ").
NOW,
THEREFORE, in consideration of the premises and of the agreements
of the parties hereto contained herein, the parties hereto agree in
accordance with the applicable provisions of the laws of the States
of Florida and Nevada which permit such merger, as
follows:
ARTICLE I.
MERGER; EFFECTIVE TIME
1.1 The Merger . Upon the terms
and subject to the conditions set forth in this Agreement, at the
Effective Time, as defined in Section 1.2 hereof, (a) China
Public Security Technology, Inc., a Florida corporation shall be
merged with and into (b) China Information Security Technology,
Inc., a Nevada corporation and a wholly owned subsidiary of the
Company, whereupon the separate existence of the Company shall
cease.
1.2 Effective Time . Provided
that the terms and conditions set forth herein have been fulfilled
or waived in accordance with this Agreement and that this Agreement
has not been terminated or abandoned pursuant to Section 6.3
hereof, the Merger shall become effective on April 7,
2008 (the "
Effective
Time ").
ARTICLE II.
SURVIVING CORPORATION
2.1 Surviving Corporation .
China Information Security Technology, Inc. shall be the surviving
corporation (sometimes hereinafter referred to as the "
Surviving Corporation ") in the Merger and shall
continue to be governed by the laws of the State of
Nevada.
ARTICLE III.
TERMS AND CONDITIONS OF THE
MERGER
3.1 The Certificate of
Incorporation . The articles of incorporation of CIST in effect
at the Effective Time shall be the articles of incorporation of the
Surviving Corporation, and shall continue in full force and effect
until amended and changed in accordance with the provisions
provided therein or the applicable provisions of Nevada Revised
Statutes, as amended (the " Nevada Statutes
").
3.2 The Bylaws . The bylaws of
CIST in effect at the Effective Time shall be the bylaws of the
Surviving Corporation, and shall continue in full force and effect
until amended and changed in accordance with the provisions
provided therein or the applicable provisions of the Nevada
Statutes.
3.3 Officers . The officers of
the Company at the Effective Time shall, from and after the
Effective Time, continue to be the officers of the Surviving
Corporation, until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation
or removal.
3.4 Directors . The directors of
the Company at the Effective Time shall, from and after the
Effective Time, continue to be the directors of the Surviving
Corporation, until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation
or removal.
3.5 Submission to Shareholder
Vote . This Agreement shall be submitted to a vote of the
shareholders of the Constituent Entities, respectively, as provided
by applicable law, and shall take effect, and be deemed to be the
Agreement and Plan of Merger of the Constituent Entities, upon the
approval or adoption thereof by such shareholders in accordance
with the requirements of the laws of the States of Florida and
Nevada, respectively.
3.6 Filing of Articles of Merger in
the State of Nevada . As soon as practicable after the
requisite shareholder approvals referenced in Section 3.5 ,
hereof, articles of Merger (the " Articles of Merger
") to effectuate the terms of this Agreement shall be executed by
each of the Constituent Entities and thereafter delivered to the
Secretary of State for the State of Nevada for filing and recording
in accordance with the Nevada Statutes.
3.7 Filing of Articles of Merger in
the State of Florida . As soon as practicable after the
requisite shareholder approvals referenced in Section 3.6
and the filing of the Articles of Merger pursuant to Section
3.7 , each of the Constituent Entities shall take any and all
such actions and execute and deliver to the Secretary of State for
the State of Florida, any and all documents, certificates or other
instruments as may be necessary or appropriate for filing and
recording in accordance with the Florida Business Corporation Act,
as amended (the " Florida Act" ), including articles
of merger.
2
ARTICLE IV.
EFFECT OF MERGER
4.1 Effect of Merger on Constituent
Entities . At the Effective Time of the Merger, the Constituent
Entities shall become a single corporation, which shall be CIST,
and the separate existence of the Company shall cease except to the
extent provided by the laws of the States of Florida and Nevada.
CIST shall thereupon and thereafter possess all the rights,
privileges, immunities and franchises, of both a public and private
nature, of each of the Constituent Entities; and all property,
real, personal and mixed, and all debts due on whatever account,
including subscriptions to shares, and all other choices in action,
and all and every other interest of, or belonging to, or due to
each of the Constituent Entities, shall be taken and deemed to be
vested in CIST without further act or deed; and the title to all
real estate, or any interest therein, vested in either of the
Constituent Entities shall not revert or be in any way impaired by
reason of the Merger. CIST shall thenceforth be responsible and
liable for all of the liabilities and obligations of each of the
Constituent Entities and any e
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