AGREEMENT AND PLAN OF MERGER between CLIFFORD CHINA ESTATES INC. and ASIAN TRENDS MEDIA HOLDINGS, INC. Dated as of January 12, 2009
AGREEMENT
AND PLAN OF MERGER
between
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CHINA ESTATES INC.
and
Dated as
of January 12, 2009
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of January 12, 2009, between ▇▇▇▇▇▇▇▇ China Estates
Inc., a Nevada corporation (“Parent”), and Asian Trends Media Holdings, Inc., a
Nevada corporation and a direct wholly-owned subsidiary of Parent (“Asian
Trends”). Parent and Asian Trends 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 Asian Trends 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.
Concurrently with the entry into the Agreement, Asian Trends and Parent will
enter into articles of merger (the “Articles of Merger”) to be filed with the
Secretary of State of Nevada. In the Articles of Merger Parent and Asian Trends
will request that the Articles of Merger become effective on January 20, 2009
(the “Effective Time”). At the Effective Time Asian Trends 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, Asian Trends shall merge into the Surviving Corporation and the
separate existence of Asian Trends shall cease. The effect of the Merger shall
be as provided in the Nevada Revised Statutes. Without limiting the generality
of the foregoing, all rights, powers, privileges, obligations and duties of
Asian Trends 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 “Asian Trends
Media Holdings, Inc.”
4. Governing Documents. The
Articles of Incorporation of Parent, as amended to the extent provided in the
Articles of Merger, and the Bylaws of Parent, as in effect at the Effective
Time, shall continue in full force and effect as the Articles of Incorporation
and Bylaws of the Surviving Corporation until sooner terminated or changed as
permitted by the provisions of Nevada Revised Statutes, as amended.
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 Articles 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 Asian Trends’ 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 Asian Trends 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 Nevada, (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 Articles
of Merger and to perform its obligations hereunder, (c) this Agreement has been
duly executed and delivered by 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 Articles of Incorporation or Bylaws of Parent.
8. Representations of Asian
Trends. Asian Trends 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
Nevada, (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 Asian
Trends, and has been authorized by all necessary corporate action, and
constitutes the legal, valid and binding obligations of Asian Trends,
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 Asian Trends.
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
Nevada 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.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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CHINA ESTATES INC.
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/s/
Zhi ▇▇▇▇ ▇▇▇▇
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Name:
Zhi ▇▇▇▇ ▇▇▇▇
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Title: Chief
Executive Officer
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/s/
Zhi ▇▇▇▇ ▇▇▇▇
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Name:
Zhi ▇▇▇▇ ▇▇▇▇
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Title: Secretary
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| By: |
/s/
Zhi ▇▇▇▇ ▇▇▇▇
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Name:
Zhi ▇▇▇▇ ▇▇▇▇
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Title: Chief
Executive Officer
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| By: |
/s/
Zhi ▇▇▇▇ ▇▇▇▇
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Name:
Zhi ▇▇▇▇ ▇▇▇▇
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Title: Secretary
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