AGREEMENT AND PLAN OF MERGER
Exhibit
3.1
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT dated as of January 29, 2010.
BETWEEN:
Link
Resources, Inc., a Nevada corporation (“Link”)
AND:
Bohai
Pharmaceuticals Group, Inc., a Nevada corporation (“Bohai Sub”)
WHEREAS:
A.
Bohai Sub is the wholly-owned subsidiary of
Link;
B. The
boards of directors of Bohai Sub and Link deem it advisable and in the best
interests of their respective companies and shareholders that Bohai Sub be
merged with and into Link, with Link remaining as the surviving corporation
under the name “Bohai Pharmaceuticals Group, Inc.”;
C. The
board of directors of Bohai Sub has approved the plan of merger embodied in this
Agreement; and
D. The
board of directors of Link has approved the plan of merger embodied in this
Agreement.
THEREFORE,
in consideration of the mutual agreements and covenants set forth herein, the
parties hereto do hereby agree to merge on the terms and conditions herein
provided, as follows:
1.
|
THE
MERGER
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1.1
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The
Merger
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Upon the
terms and subject to the conditions hereof, on the Effective Date (as
hereinafter defined), Bohai Sub shall be merged with and into Link in accordance
with the applicable laws of the State of Nevada (the “Merger”). The
separate existence of Bohai Sub shall cease, and Link shall be the surviving
corporation under the name “Bohai Pharmaceuticals Group, Inc.” (the “Surviving
Corporation”) and shall be governed by the laws of the State of
Nevada.
1.2
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Effective
Date
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The
Merger shall become effective on the date and at the time (the “Effective Date”)
that:
(a) the
Articles of Merger, in substantially the form previously circulated among the
Board of Directors, that the parties hereto intend to deliver to the Secretary
of State of the State of Nevada, are accepted and declared effective by the
Secretary of State of the State of Nevada;
(b) after
satisfaction of the requirements of the laws of the State of
Nevada.
1.3
|
Articles
of Incorporation
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On the
Effective Date, the Articles of Incorporation of Link, as in effect immediately
prior to the Effective Date, shall continue in full force and effect as the
Articles of Incorporation of the Surviving Corporation except that Article 1 of
the Articles of Incorporation of Link, as the Surviving Corporation, shall be
amended to state that the name of the corporation is “Bohai Pharmaceuticals
Group, Inc.”.
1.4
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Bylaws
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On the
Effective Date, the Bylaws of Link, as in effect immediately prior to the
Effective Date, shall continue in full force and effect as the bylaws of the
Surviving Corporation.
1.5
|
Directors
and Officers
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The
directors and officers of Link immediately prior to the Effective Date shall be
the directors and officers of the Surviving Corporation, until their successors
shall have been duly elected and qualified or until otherwise provided by law,
the Articles of Incorporation of the Surviving Corporation or the Bylaws of the
Surviving Corporation.
2.
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CONVERSION
OF SHARES
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2.1
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Common
Stock of Link
|
Upon the
Effective Date, by virtue of the Merger and without any action on the part of
any holder thereof, each share of common stock of Link, par value of $0.001 per
share, issued and outstanding immediately prior to the Effective Date shall be
changed and converted into one fully paid and non-assessable share of the common
stock of the Surviving Corporation, par value of $0.001 per share
(the “Survivor
Stock”).
2.2
|
Common
Stock of Bohai Sub
|
Upon the
Effective Date, by virtue of the Merger and without any action on the part of
the holder thereof, each share of common stock of Bohai Sub, par value of $0.001
per share, issued and outstanding immediately prior to the Effective Date shall
be cancelled.
2.3
|
Exchange
of Certificates
|
Each
person who becomes entitled to receive any Survivor Stock by virtue of the
Merger shall be entitled to receive from the Surviving Corporation a certificate
or certificates representing the number of Survivor Stock to which such person
is entitled as provided herein.
3.
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EFFECT
OF THE MERGER
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3.1
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Rights,
Privileges, etc.
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On the
Effective Date of the Merger, the Surviving Corporation, without further act,
deed or other transfer, shall retain or succeed to, as the case may be, and
possess and be vested with all the rights, privileges, immunities, powers,
franchises and authority, of a public as well as of a private nature, of Bohai
Sub and Link; all property of every description and every interest therein, and
all debts and other obligations of or belonging to or due to each of Bohai Sub
and Link on whatever account shall thereafter be taken and deemed to be held by
or transferred to, as the case may be, or invested in the Surviving Corporation
without further act or deed, title to any real estate, or any interest therein
vested in Bohai Sub or Link, shall not revert or in any way be impaired by
reason of this merger; and all of the rights of creditors of Bohai Sub and Link
shall be preserved unimpaired, and all liens upon the property of Bohai Sub or
Link shall be preserved unimpaired, and all debts, liabilities, obligations and
duties of the respective corporations shall thenceforth remain with or be
attached to, as the case may be, the Surviving Corporation and may be enforced
against it to the same extent as if all of said debts, liabilities, obligations
and duties had been incurred or contracted by it.
3.2
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Further
Assurances
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From time
to time, as and when required by the Surviving Corporation or by its successors
and assigns, there shall be executed and delivered on behalf of Bohai Sub such
deeds and other instruments, and there shall be taken or caused to be taken by
it such further other action, as shall be appropriate or necessary in order to
vest or perfect in or to confirm of record or otherwise in the Surviving
Corporation the title to and possession of all the property, interest, assets,
rights, privileges, immunities, powers, franchises and authority of Bohai Sub
and otherwise to carry out the purposes of this Agreement, and the officers and
directors of the Surviving Corporation are fully authorized in the name and on
behalf of Bohai Sub or otherwise to take any and all such action and to execute
and deliver any and all such deeds and other instruments.
4.
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GENERAL
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4.1
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Abandonment
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Notwithstanding
any approval of the Merger or this Agreement by the shareholders of Bohai Sub or
Link or both, this Agreement may be terminated and the Merger may be abandoned
at any time prior to the Effective Time, by mutual written agreement of Bohai
Sub or Link.
4.2
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Amendment
|
At any
time prior to the Effective Date, this Agreement may be amended or modified in
writing by the board of directors of both Bohai Sub and Link.
4.3
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Governing
Law
|
This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Nevada.
4.4
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Counterparts
|
In order
to facilitate the filing and recording of this Agreement, the same may be
executed in any number of counterparts, each of which shall be deemed to be an
original.
4.5
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Electronic
Means
|
Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement as of the date
hereof.
IN
WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
as of the date set forth above.
By:
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/s/ Hongwei
Qu
|
Hongwei
QU
|
|
President
and Chief Executive Officer
|
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LINK
RESOURCES, INC.
|
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By:
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/s/ Hongwei
Qu
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Hongwei
QU
|
|
President
and Chief Executive
Officer
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