Exhibit 10.16
AGREEMENT AND PLAN OF MERGER
BETWEEN
HIGH WORTH HOLDINGS LIMITED
(a BVI corporation)
and
CBR BREWING COMPANY, INC.
(a Florida corporation)
This Agreement and Plan of Merger made and entered into this 24th day of
January 2003, by and between High Worth Holdings Limited, a British Virgin
Islands corporation incorporated on the 21st day of February 1994 with
registration number 110296 (herein sometimes referred to as the "BVI
Corporation" or "Surviving Corporation"), and CBR Brewing Company, Inc., a
Florida corporation incorporated on the 31st day of March 1995 (herein sometimes
referred to as the "Disappearing Corporation" or "Florida Corporation"), said
corporations hereinafter sometimes referred to jointly as the "Constituent
Corporations."
W I T N E S S E T H
WHEREAS, the BVI Corporation is a corporation organized and existing under
the laws of the British Virgin Islands ("BVI), its Articles of Association and
Memorandum of Association having been filed with the Companies Registry in the
BVI on or about on or about the 21st day of February 1994;
WHEREAS, the total number of shares of common stock which the BVI
Corporation has authority to issue is 100,000,000, of which 90,000,000 shares
shall be Class A common stock and 10,000,000 shall be Class B common stock. As
of the date hereof all issued and outstanding shares of the BVI Corporation are
owned by the Florida Corporation; and
WHEREAS, the sole purpose of the merger agreed to herein is to change the
domicile of the Florida Corporation to the BVI; and
WHEREAS, the Florida Corporation is a corporation organized and existing
under the laws of the State of Florida, its Articles of Incorporation having
been filed in the office of the Secretary of the State of Florida on the 20th
day of April 1988;
WHEREAS, the aggregate number of shares of common stock which the Florida
Corporation has authority to issue is 100,000,000 of common stock, each having a
par value of $.0001 per share. The common stock is divided into two classes, of
which 90,000,000 are designated Class A shares and 10,000,000 are designated
Class B shares. As of December 31, 2002 there were 5,010,013 Class A shares and
3,000,000 Class B shares presently issued and outstanding; and
WHEREAS, the Board of Directors of each of the Constituent Corporations
deems it advisable that the Florida Corporation be merged into the BVI
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the State of Florida and the
BVI respectively, which permit such merger.
NOW THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the BVI Corporation and the
Florida Corporation, by their respective Boards of Directors, have agreed and do
hereby agree as follows:
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ARTICLE I
(a) The Merger. Upon the Effective Time (as hereinafter defined), the
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Florida Corporation shall be merged with and into the Surviving Corporation and
the separate corporate existence of the Disappearing Corporation shall thereupon
cease.
(b) Effect of the Merger. At and after the Effective Time, the
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Surviving Corporation shall possess all the rights, privileges, powers and
franchises, of both a public and a private nature, and be subject to all the
restrictions, disabilities and duties of the Disappearing Corporation so merged;
and all the rights, privileges, powers and franchises of the Disappearing
Corporation, and all property, real, personal and mixed, and all debts due to
the Disappearing Corporation on whatever account, and all things in action
belonging to the Disappearing Corporation shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers, franchises and other
interests of any nature whatsoever shall thereafter be as effectually the
property of the Surviving Corporation as they were of the respective
Disappearing Corporation; and the title to any real estate vested by deed or
otherwise in the Disappearing Corporation shall not revert or be in any way
impaired by reason of the Merger; but all rights of creditors and all liens upon
any property of either of the Disappearing Corporation shall be preserved
unimpaired, limited in lien to the property affected by such liens incurred
prior to the Effective Time; and all debts, liabilities and duties of the
respective Disappearing Corporation shall thereafter attach to the Surviving
Corporation to the same extent as if such debts, liabilities and duties had been
incurred or contracted by the Surviving Corporation. Any action or proceeding,
whether civil, criminal or administrative, pending by or against the
Disappearing Corporation may be prosecuted as if the Merger had not taken place,
or the Surviving Corporation may be substituted in such action or proceeding.
(c) Effective Time. The effective time and date of the Merger, herein
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referred to as the "Effective Time", shall be at such time as the filing of the
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documents giving effect to the Merger, shall have been filed in the State of
Florida and with the Registrar of Companies in the BVI.
ARTICLE II
All persons who immediately before the Effective Time are directors of the
BVI Corporation shall remain as directors of the Surviving Corporation from and
after the Effective Time until resignation or removal in accordance with
applicable law.
All persons who immediately before the Effective Time are officers of the
BVI Corporation shall remain as officers of the Surviving Corporation from and
after the Effective Time until resignation or removal in accordance with
applicable law.
ARTICLE III
The Articles of Association and Memorandum of Association of the BVI
Corporation, as filed with the Companies Registry in the BVI, shall constitute
the Articles of Association and Memorandum of Association of the Surviving
Corporation, until further amended in the manner provided by law.
ARTICLE IV
The manner and basis of converting the shares of each of the Constituent
Corporations into shares of the Surviving Corporation is as follows:
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1. The 45,000 shares of stock of the BVI Corporation now owned and
held by the Florida Corporation shall be cancelled and no shares of stock of the
BVI Corporation shall be issued in respect thereto, and the capital of the BVI
Corporation shall be deemed to be reduced by the amount of Forty Five Thousand
Dollars ($45,000) the amount represented by said 45,000 shares of stock.
2. Each Class A share of the Florida Corporation shall be
converted into one fully paid and non-assessable Class A share of capital stock
of the BVI Corporation and each Class B share of the Florida corporation shall
be converted into one fully paid and non-assessable Class B share of capital
stock of the BVI corporation.
After the Effective Time of the merger, each owner of an outstanding
certificate or certificates theretofore representing shares of the Florida
Corporation shall be entitled, upon surrendering such certificate or
certificates to the Surviving Corporation, to receive in exchange therefor a
certificate or certificates representing the number of shares of stock of the
Surviving Corporation into which the shares of the Florida Corporation
theretofore represented by the surrendered certificate or certificates shall
have been converted as hereinbefore provided. Until so surrendered, each
outstanding certificate which, prior to the Effective Date of the merger,
represented shares of the Florida Corporation shall be deemed, for all corporate
purposes, to represent the ownership of the common stock of the Surviving
Corporation on the basis hereinbefore provided. The shareholders of the Florida
Corporation shall be entitled to such dissenting shareholder rights as are
provided by the corporation law of the State of Florida.
ARTICLE V
The Florida Corporation shall pay all expenses of carrying this Agreement
and Plan of Merger into effect and accomplishing the merger herein provided for.
ARTICLE VI
If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest in
the Surviving Corporation the title to any property or rights of the Florida
Corporation, the proper officers and directors of the Florida Corporation shall,
and will execute and make all such proper assignments and assurances in law and
do all things necessary or proper to thus vest such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this Agreement
and Plan of Merger.
ARTICLE VII
This Agreement and Plan and of Merger has been submitted to and approved by
the shareholders of each of the Constituent Corporations, as provided by law,
and shall take effect upon the filing of Articles of Merger with the office of
the Companies Registry in the BVI by the Secretary of State of the State of
Florida. Anything herein or elsewhere to the contrary notwithstanding, this
Agreement and Plan of Merger may be abandoned by either of the Constituent
Corporations by an appropriate resolution of its board of directors at any time
prior to its approval or adoption by the shareholders and stockholders thereof,
or by the mutual consent of the Constituent Corporations evidenced by
appropriate resolutions of their respective boards of directors, at any time
prior to the effective date of the merger.
ARTICLE VIII
This Agreement and Plan of Merger may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.
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This Agreement shall be governed in all respects, including, but not
limited to, validity, interpretation, effect and performance, by the laws of
BVI.
IN WITNESS WHEREOF, the BVI Corporation and the Florida Corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective boards of directors and shareholders have caused this Plan and
Agreement of Merger to be executed on the 24th day of January 2003.
CBR BREWING COMPANY, INC.
a Florida corporation
By: /s/ Daqing Zheng
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Name: Daqing Zheng
Title: Chairman and Chief
Executive Officer
HIGH WORTH HOLDINGS LIMITED
a British Virgin Islands
corporation
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Director
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