PLAN OF MERGER
PLAN OF MERGER
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PLAN OF MERGER (“Agreement”), dated this 10th day of November 2004, pursuant to Section 92A.180 of the Nevada General Corporation Law, by and between Lanbo Financial Group, Inc., a Nevada corporation (“Lanbo”) and Micro Interconnect Technology, Inc., a Delaware corporation (“MITR”).
WITNESSETH that:
WHEREAS, Lanbo is the wholly-owned subsidiary of MITR;
WHEREAS, MITR desires to merge Lanbo into itself;
NOW THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:
FIRST: MITR hereby merges into itself Lanbo and Lanbo shall be merged into MITR, which shall be the surviving corporation.
SECOND: The Articles of Incorporation of MITR shall be amended to change the corporate name to Lanbo Financial Group, Inc. and remain the Articles of Incorporation of the surviving corporation.
FOURTH: Each share of common stock of Lanbo, which shall be issued and outstanding on the effective date of this Agreement, shall cease to exist and any certificate representing such shares shall be cancelled.
FIFTH: The terms and conditions of the merger are as follows:
(a) The bylaws of MITR as they shall exist on the effective date of this merger shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.
(b) The directors and officers of MITR shall continue in office until the next annual meeting of directors and stockholders and until their successors are selected.
(c) The merger shall become effective upon filing of the Articles of Merger with the Secretary of State of Nevada.
(d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of Lanbo shall be transferred to, vested in, and devolve upon MITR without further act or deed and all property, rights, and every other interest of Lanbo, shall be as effectively the property of MITR as they were of Lanbo. Lanbo hereby agrees from time to time, as and when requested by MITR or by its successors or assigns, to execute and deliver or cause to be taken, such further or other action as MITR may deem necessary or desirable in order to vest in and confirm to MITR title to and possession of any
property of Lanbo acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the interest and purposes hereof, and the proper officers and directors of MITR are fully authorized in the name of Lanbo to take such action.
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IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused this Agreement to be executed by each party hereto as the respective act, deed and agreement of each of said corporations, on this 10th day of November 2004.
LANBO FINANCIAL GROUP, INC.
By: /s/ Xxxx Xxxxxxxx
Xxxx Genxiang, President
MICRO INTERCONNECT TECHNOLOGY, INC.
By: /s/ Xxxx Xxxxxxxx
Xxxx Genxiang, Chief Executive Officer
