AGREEMENT AND PLAN OF MERGER between INTERNATIONAL IMAGING SYSTEMS, INC. and CHINA BIO ENERGY HOLDING GROUP CO., LTD. Dated as of November 15, 2007
EXHIBIT
2.1
between
INTERNATIONAL
IMAGING SYSTEMS, INC.
and
CHINA
BIO
ENERGY HOLDING GROUP CO., LTD.
Dated
as
of November 15, 2007
AGREEMENT
AND PLAN OF MERGER, dated as of November 15 , 2007, between International
Imaging Systems, Inc., a Delaware corporation ("Parent"), and China Bio Energy
Holding Group Co., Ltd., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("CBEH"). Parent and CBEH are hereinafter collectively
referred to as the "Constituent Corporations."
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is advisable and in
the
best interests of the respective companies and shareholders to enter into a
business combination by means of the merger of CBEH with and into Parent (the
"Merger") and has approved and adopted this Agreement and Plan of Merger (the
"Agreement");
NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Merger
and Effective Time. Effective upon the filing of the certificate of merger
(the
"Certificate of Merger"), entered into concurrently herewith, with the Secretary
of State of the State of Delaware (the "Effective Time"), CBEH shall be merged
with and into Parent (the "Merger") and Parent shall be the surviving
corporation of the Merger (the "Surviving Corporation").
2. Effect
of
Merger. At the Effective Time, the Constituent Corporations shall merge into
the
Surviving Corporation and the separate existence of the Constituent Corporations
shall cease. The effect of the Merger shall be pursuant
to the provisions of the General Corporation Law of the State of
Delaware.
Without
limiting the generality of the foregoing, all rights, powers, privileges,
obligations and duties of CBEH shall become the rights, powers, privileges,
obligations and duties of the Surviving Corporation.
3. Name
of
Surviving Corporation. The name of the Surviving Corporation shall be "China
Bio
Energy Holding Group Co., Ltd."
4. Governing
Documents. The Certificate of Incorporation of Parent, as amended to the extent
provided in the Certificate of Merger, and the Bylaws of Parent, as in effect
at
the Effective Time, shall continue in full force and effect as the Certificate
of Incorporation and Bylaws of the Surviving Corporation until sooner terminated
or changed pursuant
to the provisions of the General Corporation Law of the State of
Delaware.
5. Directors
and Officers. At the Effective Time, the directors and the officers of the
Surviving Corporation shall be the incumbent directors and officers of Parent,
all of whom shall hold their directorships and officerships until the election
and qualification of their respective successors or until their tenure is
otherwise terminated in accordance with the Certificate of Incorporation or
Bylaws of the Surviving Corporation.
6. Conversion
of Securities and Consideration. At the Effective Time, by virtue of the Merger
and in consideration therefor, and without any action on the part of the
Constituent Corporations or any stockholder thereof, (i) each share of CBEH's
Common Stock shall be cancelled, and (ii) each share of Parent's Common Stock
shall remain unchanged in the hands of the holder thereof as an outstanding
share of the Surviving Corporation.
7. Representations
of Parent. Parent represents and warrants to CBEH that as of the date of this
Agreement and as of the Effective Time (a) it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
(b) it has all requisite corporate power and authority to enter into and perform
its obligations under this Agreement and Plan of Merger and to execute the
Certificate of Merger and to perform its obligations hereunder, (c) this
Agreement has been duly executed and delivered by
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Parent,
and has been authorized by all necessary corporate action, and constitutes
the
legal, valid and binding obligations of Parent, enforceable in accordance with
its terms, and (d) the execution, delivery and performance of this Agreement
does not conflict with any provision of the Certificate of Incorporation or
Bylaws of Parent.
8. Representations
of CBEH. CBEH represents and warrants to Parent that as of the date of this
Agreement and as of the Effective Time (a) it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
(b) it has all requisite corporate power and authority to enter into and perform
its obligations under this Agreement and to perform its obligations hereunder,
(c) this Agreement has been duly executed and delivered by CBEH, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of CBEH, enforceable in accordance with its terms,
and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Articles of Incorporation or Bylaws of
CBEH.
9. Entire
Agreement. This Agreement sets forth the entire agreement and understanding
among the parties as to the subject matter hereof and merges and supersedes
all
prior discussions, agreements and understandings of every kind and nature among
them.
10. Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
provisions of this Agreement shall nevertheless remain in full force and
effect.
11. Termination
and Abandonment. Prior to the Effective Time, this Agreement may be terminated
and the Merger abandoned by the Board of Directors of Parent.
12. Amendment.
Prior to the Effective Time, this Agreement may be amended, modified or
supplemented by the Board of Directors of Parent.
13. Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to principles of conflicts
of law.
14. Headings.
The underlined headings contained in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall
not
be referred to in connection with the construction or interpretation of this
Agreement.
15. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
INTERNATIONAL
IMAGING SYSTEMS, INC.
By:
/s/
Gao
Xincheng
Name:
Gao
Xincheng
Title:
Director, Chief Executive Officer and President
CHINA
BIO
ENERGY HOLDING GROUP CO., LTD.
By:
/s/
Gao
Xincheng
Name:
Gao
Xincheng
Title:
President
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