AGREEMENT AND PLAN OF MERGER BY AND AMONG FOSUN INDUSTRIAL CO., LIMITED HANMAX INVESTMENT LIMITED TONSUN INTERNATIONAL COMPANY LIMITED AND TONGJITANG CHINESE MEDICINES COMPANY Dated as of October 29, 2010Agreement and Plan of Merger • November 1st, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of October 29, 2010, by and among Fosun Industrial Co., Limited, a company incorporated in Hong Kong (the “Strategic Investor”), Hanmax Investment Limited, a British Virgin Islands business company (the “Controlling Shareholder”), Tonsun International Company Limited, a Cayman Islands exempted company all of the outstanding shares of which are owned by the Strategic Investor and the Controlling Shareholder (“Merger Sub”), and Tongjitang Chinese Medicines Company, a Cayman Islands exempted company (the “Company”), whereby the Company and Merger Sub are sometimes hereinafter collectively referred to as the “Constituent Corporations”, and the Strategic Investor and Controlling Shareholder sometimes are hereinafter referred to as the “Continuing Shareholders”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9.14.
