Exhibit 2.2
AGREEMENT OF MERGER
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1. The Merger. Alpha Sub Inc., a California corporation (the "Merger Sub") and
a wholly owned subsidiary of ▇▇▇▇.▇▇▇ Inc. ("Parent"), shall be merged (the
"Merger") with and into ChinaRen, Inc., a California corporation
("ChinaRen"), with ChinaRen as the surviving corporation (the "Surviving
Corporation"). The Merger shall become effective upon the filing of this
Agreement of Merger, together with the required officers' certificates,
with the Office of the Secretary of State of the State of California, which
time is referred to herein as the "Effective Time".
2. Conversion of Shares.
a. At the Effective Time, each share of common stock, par value US$0.001
per share, of the Merger Sub issued and outstanding immediately prior
to the Effective Time, will be converted into and become one fully
paid and nonassessable share of common stock of the Surviving
Corporation.
b. At the Effective Time:
i. each issued and outstanding share of common stock, no par value
per share, of ChinaRen ("ChinaRen Common Stock") shall be
converted into 0.164837 shares of common stock, par value
US$0.001 per share, of Parent ("Parent Common Stock");
ii. each issued and outstanding share of Series A Preferred Stock, no
par value per share, of ChinaRen ("ChinaRen Series A Preferred
Stock") shall be converted into 0.181011 shares of Parent Common
Stock; and
iii. each issued and outstanding share of Series B Preferred Stock, no
par value per share, of ChinaRen ("ChinaRen Series B Preferred
Stock") shall be converted into 0.413870 shares of Parent Common
Stock.
c. As of the Effective Time of the Merger, all shares of ChinaRen Common
Stock, ChinaRen Series A Preferred Stock and ChinaRen Series B
Preferred Stock (collectively "ChinaRen Capital Stock") shall no
longer be outstanding and shall automatically be cancelled and retired
and shall cease to exist.
3. Fractional Shares. No fraction of a share of Parent Common Stock will be
issued as merger consideration. Each holder of shares of ChinaRen Capital
Stock otherwise entitled to a fraction of a share of Parent Common Stock
shall receive cash in lieu of any such fractional interest in an amount
equal to the fraction of the share (rounded to the nearest one hundredth of
a share) multiplied by US$4.375.
4. Amendment to Articles of Incorporation of the Surviving Corporation. At the
Effective Time, the articles of incorporation of the Surviving Corporation
shall be amended and restated in their entirety as set forth in Exhibit A
hereto.
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5. Directors and Officers of the Surviving Corporation.
a. The directors of the Merger Sub at the Effective Time of the Merger
shall become the directors of the Surviving Corporation until the
earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.
b. The officers of ChinaRen at the Effective Time of the Merger shall be
the officers of the Surviving Corporation until the earlier of their
resignation or removal or until their respective successors are duly
elected and qualified, as the case may be.
6. This Agreement may be executed in one or more counterparts, each of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger
to be signed by their respective officers thereunto duly authorized as of this
18th day of October, 2000.
CHINAREN, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Secretary
ALPHA SUB INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Secretary
▇▇▇▇.▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
Exhibit A
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CHINAREN, INC.
FIRST: The name of the corporation is ChinaRen, Inc.
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporation Code.
THIRD: The total number of shares which the corporation is authorized to
issue is 1,000 shares of Common Stock, par value $0.001 per share.
FOURTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
FIFTH: The corporation is authorized to indemnify the directors, officers,
employees or other agents of the corporation to the fullest extent permissible
under California law.
OFFICERS' CERTIFICATE OF
ALPHA SUB INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer of Alpha Sub Inc., a California
corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Secretary of the Company,
hereby certify that:
1. The Company is duly organized and existing under the laws of the State
of California.
2. A total of 100 shares of common stock, par value US$0.001 per share, of
the Company ("Company Common Stock") are issued and outstanding; the Company
Common Stock is the only class of the Company's issued and outstanding stock
entitled to vote on the merger to be effected by the Agreement of Merger,
attached hereto.
3. The principal terms of the Agreement of Merger were approved by a vote
of the issued and outstanding shares of Company Common Stock entitled to vote
thereon which equaled or exceeded the vote required. A majority vote of the
issued and outstanding shares of Company Common Stock is the voting percentage
required to approve the Agreement of Merger.
4. No vote of the shareholders of ▇▇▇▇.▇▇▇ Inc., a Delaware corporation and
the parent of the Company ("Parent"), relating to the issuance of Parent's
equity securities in the merger contemplated by the Agreement of Merger was
required.
Each of the undersigned declares under the penalties of perjury under the
laws of the State of California that the statements contained in the foregoing
certificate are true of his own knowledge.
Executed at Beijing, People's Republic of China on October 18, 2000.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer Title: Secretary
OFFICERS' CERTIFICATE OF
CHINAREN, INC.
▇▇▇▇▇▇ ▇▇▇▇, Chairman of the Board of ChinaRen, Inc., a California
corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇, Secretary of the Company, hereby
certify that:
1. The Company is duly organized and existing under the laws of the State
of California.
2. A total of (a) 7,640,037 shares of common stock, no par value per share,
of the Company ("Company Common Stock"); (b) 2,540,000 shares of Series A
Preferred Stock, no par value per share, of the Company ("Company Series A
Preferred Stock"); and (c) 3,849,167 shares of Series B Preferred Stock, no par
value per share, of the Company ("Company Series B Preferred Stock", together
with Company Series A Preferred Stock, "Company Preferred Stock") are issued and
outstanding and are entitled to vote on the merger to be effected by the
Agreement of Merger, attached hereto.
3. The principal terms of the Agreement of Merger were approved by a vote
of the issued and outstanding shares of each class and each series of the
Company entitled to vote thereon which equaled or exceeded the vote required.
The voting percentage required to approve the Agreement of Merger was (a) a
majority vote of the issued and outstanding shares of Company Common Stock and
Company Preferred Stock, in each case voting separately as a single class, (b) a
majority vote of the issued and outstanding shares of Company Series B Preferred
Stock voting separately as a single series, and (c) the vote of 80% of the
issued and outstanding shares of Company Common Stock, Company Series A
Preferred Stock and Company Series B Preferred Stock, voting together as a
single class.
Each of the undersigned declares under the penalties of perjury under the
laws of the State of California that the statements contained in the foregoing
certificate are true of his own knowledge.
Executed at Beijing, People's Republic of China on October 18, 2000.
/s/ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇
Title: Chairman of the Board Title: Secretary