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
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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
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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 .
2
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)
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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)
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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)
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after
satisfaction of the requirements of the laws of the State of
Wyoming and the State of Delaware, as applicable.
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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
