AGREEMENT TO EXTEND MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”), XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), OAK WOODS ACQUISITION...
Exhibit 2.1
MERGER AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”),
XXXXXXX XX, AS REPRESENTATIVE OF THE SHAREHOLDERS
OF THE COMPANY
(“SHAREHOLDERS’ REPRESENTATIVE”),
OAK XXXXX ACQUISITION CORPORATION. (“PURCHASER”) AND
OAK XXXXX MERGER SUB INC. (“MERGER SUB”)
DATED AS OF March 23, 2024
This AGREEMENT TO EXTEND THE MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 23, 2024 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xxxxxxx Xx, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Xxxxx Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Xxxxx”) and Oak Xxxxx Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”), each a (“Party” and collectively (the “Parties”). This Agreement to Extend the Merger Agreement and Plan of Reorganization is hereinafter referred to as the (“Merger Extension Agreement”).
WITNESSETH
A. On August 11, 2023, Oak Xxxxx Acquisition Corporation, a Cayman Islands corporation (“Oak Xxxxx”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Xxxxx Merger Sub, Inc. , a Cayman Islands corporation and a wholly owned subsidiary of Oak Xxxxx (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xxxxxxx Xx , in his capacity as the representative of the Huajin shareholders. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of Oak Xxxxx (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).
B. Prior to the consummation of the Merger, the holders of a majority of Oak Xxxxx’x Ordinary Shares attending a shareholder’s meeting (at which there is a quorum) must approve the transactions contemplated by the Merger Agreement (the “Shareholder Approval”). In connection with obtaining the Shareholder Approval, Oak Xxxxx is required to call a special meeting of its Ordinary Shareholders and prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all shareholders entitled to vote at the meeting.
C. Purchaser has filed an 8-K announcing the Merger Agreement on August 11, 2023 and preliminary proxy solicitation materials with the U.S. Securities and Exchange Commission on February 12, 2024 and March 7, thereby automatically extending Purchaser’s minimum time to complete a Business Combination under the terms of its Memorandum and Articles of Association until June 28, 2024 and the Parties intend to continue to work to effectuate the Business Combination in furtherance of its prior steps toward its completion.
NOW THEREFORE, upon the terms, conditions, covenants and promises made herein, and for other good and valuable consideration, the parties agree as follows:
1.1 Extension of Merger. The Parties agree to extend the date by which the Purchaser is required to complete a business combination for purposes of Section 12 under the Merger Agreement from March 28, 2024 to June 28, 2024 for the purpose of allowing the Parties to consummate the Merger.
1.2 Effect of Extension of Merger Agreement. Nothing contained in this extension shall have any effect or change any terms or conditions of the Merger Agreement which remain in effect, other than with respect to the Parties obligations arising under the terms of the Merger Agreement with respect to their time to complete the Business Combination which time period is hereby extended as provided in Section 1.1 here above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| Purchaser: | ||
| OAK XXXXX ACQUISITION CORP. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
| Merger Sub: | ||
| OAK XXXXX MERGER SUB INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
| Company: | ||
| HUAJIN (CHINA) HOLDINGS LIMITED | ||
| By: | /s/ Xxxxxxx Xx | |
| Name: | Xxxxxxx Xx | |
| Title: | Chairman of the Board of Directors | |
| Shareholders’Representative: | ||
| By: | /s/ Xxxxxxx Xx | |
| Name: | Xxxxxxx Xx | |
[Signature Page to Merger Extension Agreement]
