AGREEMENT AND PLAN OF MERGER BY AND AMONG KINGBIRD INVESTMENT INC., KINGBIRD MERGERCO. INC. and CHINA NUOKANG BIO-PHARMACEUTICAL INC. Dated as of September 27, 2012Agreement and Plan of Merger • September 28th, 2012 • China Nuokang Bio-Pharmaceutical Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this “Agreement”), dated as of September 27, 2012, by and among Kingbird Investment Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Kingbird Mergerco. Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), China Nuokang Bio-Pharmaceutical Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for the purposes of Section 6.16 hereof, Anglo China Bio-technology Investment Holdings Limited, a British Virgin Islands company (“Anglo China”) and Britain Ukan Technology Investment Holdings (Group) Limited, a British Virgin Islands company (“Britain Ukan”, together with Anglo China, the “Founder Vehicles”, and each a “Founder Vehicle”). Each of Parent, Merger Sub and the Company are referred to herein as a “
