AGREEMENT AND PLAN OF
MERGER
between
PLASTRON ACQUISITION CORP.
I
and
LIHUA INTERNATIONAL, INC.
Dated as of September 19,
2008
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND
PLAN OF MERGER, dated as of September 19, 2008, between Plastron
Acquisition Corp. I, a Delaware corporation ("Parent"), and Lihua
International, Inc., a Delaware 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
certificate of ownership and merger (the "Certificate of Merger"),
entered into concurrently herewith, with the Secretary of State of
the State of Delaware (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 Sub shall merge with and
into the Parent and the separate existence of the Sub shall cease.
The effect of the Merger shall be pursuant to the provisions of
Section 253 of the General Corporation Law of the State of
Delaware. 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 "Lihua International, Inc."
4.
Governing Documents . The Certificate of Incorporation of
Parent, as amended to the extent provided in the Certificate of
Merger, and the Bylaws of Parent, as in effect at the Effective
Time, shall continue in full force and effect as the Certificate of
Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed pursuant to the provisions of the General
Corporation Law of the State of Delaware.
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 offices until the election and
qualificat
