PLAN OF MERGER
THIS PLAN OF MERGER, dated the 13
th day of May, 2009, is by and between Zhaoheng
Hydropower Company, a Nevada corporation (herein sometimes referred
to as the “ Parent ”) with its registered office
situated at 1000 East William, Suite 204, Carson City, NV 89701,
and Zhaoheng Investment Limited, a limited liability company
incorporated under the laws of the British Virgin Islands (herein
sometimes referred to as “ Merger Sub ”)
(together the " Constituent Companies ").
WHEREAS, Parent desires to merge with and into
Merger Sub, with Merger Sub continuing as the surviving entity in
such merger, upon the terms and subject to the conditions set forth
herein.
WHEREAS, Parent was incorporated in Minnesota in
January 1984 and re-incorporated on the 13
th day of November 2007, under the laws of
Nevada. As of the date set forth above, its authorized
capital is 800,000,000 shares of capital stock, consisting of
780,000,000 shares of common stock with a par value of $0.001 per
share and 20,000,000 shares of preferred stock with a par value of
$0.001 per share. Of the total authorized common stock, 76,640,698
shares are issued and outstanding.
WHEREAS, Merger Sub was incorporated on the 19th
day of April 2006, under the laws of the British Virgin
Islands. As of the date set forth above, it is
authorized to issue a maximum of 50,000 shares of one class, par
value of US$1 per share, of which 1 share is issued and
outstanding. All such shares are held by the
Parent.
NOW, THEREFORE , in consideration of the
premises and the mutual promises and covenants, and subject to the
conditions herein set forth, the parties agree as
follows:
1. The
corporations shall be merged into a single corporation by Parent
merging with and into Merger Sub, which shall survive the merger
pursuant to the provisions of Section 92A.18 of the
Nevada General Corporation Law and Sections 169-174 of the BVI
Business Companies Act. At the effective time of such
merger (the “ Effective Date ”), the effect of
the merger shall be as provided in the applicable provisions of the
BVI Business Companies Act, the Nevada General Corporation Law and
this Plan of Merger. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Date, the
separate corporate existence of Parent shall cease, and Merger Sub
shall b
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