PLAN OF MERGER
THIS PLAN
OF MERGER, dated the 13th 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 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxx, XX
00000, 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 13th 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 become the owner, without the necessity of separate
transfer of the same, of all the rights, property, privileges, powers and other
assets of Parent, and the Merger Sub shall become subject to and responsible for
all debts, restrictions, duties, obligations and liabilities of Parent in the
same manner as if the Merger Sub had itself incurred them.
2. The
name of the Merger Sub shall be changed to “Zhaoheng Hydropower Limited” upon
the effectiveness of the merger.
3. The
Certificate of Incorporation of Merger Sub, and any amendments thereto, shall
remain the same and in no way be affected or changed because of the merger;
provided, however, that the name of Merger Sub shall be changed as provided in
paragraph 2 above.
4. The
form of the Memorandum of Association and Articles of Association annexed hereto
shall be the Memorandum and Articles of Association of the Surviving Company, to
be effective as soon as the merger becomes effective pursuant to the provisions
of section 173 of the BVI Business Companies Act.
5. The
Board of Directors of the Parent, as of the Effective Date, shall be the
directors of Merger Sub until their respective successors are
elected.
6. The
manner and basis of converting the shares of the Constituent Companies into
shares of the Merger Sub shall be as follows:
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(a)
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The
issued and outstanding shares of Merger Sub in existence immediately prior
to the Effective Date of the merger shall be cancelled without any
repayment of capital in respect
thereof.
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(b)
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Contemporarily
with the cancellation of the shares in the Merger Sub in existence
immediately prior to the Effective Date as set out in 6(a) above, all
shares of stock of Parent shall be canceled by virtue of the merger and
without any further action on the part of the Parent and Merger Sub and
without any payment of capital in respect thereof upon the merger in
consideration of the Merger Sub issuing one fully paid and non-assessable
share in the Merger Sub for every four common voting share of Parent stock
issued and outstanding immediately prior to the Effective
Date.
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7. The
Parent and Merger Sub agree that they will cause to be executed and filed and
recorded any document or documents prescribed by the laws of the State of Nevada
and the Territory of the British Virgin Islands, and that they will cause to be
performed all necessary acts within the State of Nevada and the Territory of the
British Virgin Islands and elsewhere, to effectuate the merger herein
provided.
8. Except
as otherwise provided in any other agreement to the contrary, from time to time
after the Effective Date of the merger, the officers and directors of the Parent
who were last in office will execute and deliver such deeds and other
instruments and will cause to be taken such further actions as will reasonably
be necessary in order to vest or perfect in Merger Sub title to and possession
of all of the property, interests, assets, rights, privileges, immunities and
franchises of the Parent.
This Plan
of Merger may be executed in any number of counterparts, with all such
counterparts to constitute an original instrument.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have signed this Plan of Merger the day and year
first above written.
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Parent:
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Merger Sub:
ZHAOHENG INVESTMENT LIMITED
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/s/
Xxxxxxxx Xx
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/s/
Xxxxxxxx Xx
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Name:
Xxxxxxxx Xx
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Name:
Xxxxxxxx Xx
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Title:
Chairman and CEO
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Title:
Chairman
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Signature
Page to Plan of Merger
