EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") made this 27th day of December,
2006 by and between Tongji Healthcare Group, Inc., a Nevada corporation (the
"Company"), Nanning Tongji Hospital, Co. Ltd., a People's Republic of China
corporation ("NTH"), and Tongji, Inc., a Colorado corporation ("Tongji").
WHEREAS the Company owns all of the issued and outstanding shares of
Tongji, and
WHEREAS, the Directors of the Company, NTH and Tongji deem it advisable and
in the best interests of their respective stockholders to consummate, and have
approved, the business combination transaction provided for herein in which NTH
would merge with and into Tongji and NTH would become a wholly owned subsidiary
of the Company (the "Merger")
NOW THEREFORE, as the parties agree as follows:
1. Tongji shall be merged with and into NTH in accordance with the
statutory provisions of Nevada and Colorado law.
2. NTH shall be the Surviving Corporation and the corporate identity,
existence, purposes, powers, franchises, rights, and immunities of NTH shall
continue unaffected and unimpaired by the Merger. The Articles of Association
and any other similar document pertaining to the formation and or organization
of NTH shall continue in force and will not be impaired or affected by the
Merger. The corporate identity, existence, purposes, powers, franchises, rights
and immunities of Tongji shall be merged into NTH and NTH shall be fully vested
therewith.
3. The time at which the Articles of Merger are filed with the Secretary
of State of Nevada shall be the "Effective Time" of the Merger.
4. Except insofar as specifically otherwise provided by law, Tongji shall
cease to exist at the Effective Time, whereupon the separate existence of Tongji
and NTH shall become a single corporation, that being NTH.
5. At the Effective Time, without any action by the holder thereof, each
issued and outstanding share of NTH's common stock shall be deemed cancelled and
converted into one share of the Company's common stock.
6. At the Effective Time, without any action by the holder thereof, each
issued and outstanding share of Tongji shall be converted into and become one
fully paid and nonassessable share of NTH.
7. Each option to purchase shares of NTH (collectively, the "NTH Option")
that is outstanding immediately prior to the Effective Time, without regard to
whether such option is then exercisable, shall, by virtue of the Merger and
without any further action on the part of the holder thereof, be assumed by the
Company and converted into an option (a "Substitute Option") to purchase that
number of shares of the Company's common stock equal to the number of shares
subject to such NTH Option immediately prior to the Effective Time in at an
exercise price per share equal to the exercise price per share of such NTH
Option immediately prior to the Effective Time. The terms and conditions of each
Substitute Option, including any acceleration of vesting and/or exercisability
thereof, shall otherwise be the same as the related NTH Option.
8. The address of each party to this Agreement and Plan of Merger is:
Tongji Healthcare Group, Inc. (a Nevada Corporation)
Xx. 0 Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
000000 PRC
Nanning Tongji Hospital Co., Ltd. (a People's Republic of China Corporation)
Xx. 0 Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
000000 PRC
Tongji, Inc. (a Colorado Corporation)
0000 Xxxxxxxxxx Xx.
Xxxxxx, XX 00000
AGREED TO AND ACCEPTED:
TONGJI HEALTHCARE GROUP, INC.
(a Nevada Corporation)
By: /s/ Yun-xxx Xx
-------------------------------
Yun-xxx Xx, Chairman of Board
NANNING TONGJI HOSPITAL CO., LTD.
(a People's Republic of China Corporation)
By: /s/ Yun-xxx Xx
-------------------------------
Yun-xxx Xx, President
TONGJI, INC.
(a Colorado Corporation)
By: /s/ Yun-xxx Xx
--------------------------------
Yun-xxx Xx, President
