AGREEMENT AND PLAN OF MERGER BY AND AMONG CHINA GROWTH EQUITY INVESTMENT LTD. (as “China Growth”) CHINA GROWTH DREDGING SUB LTD. (as “Merger Sub”) ZHUO XINRONG (as the “Founder”) CHINA DREDGING GROUP CO., LTD. (as the “Company”) October 24, 2012Agreement and Plan of Merger • October 30th, 2012 • China Growth Equity Investment LTD • Blank checks • New York
WHEREAS, immediately following the transaction contemplated by this Agreement, China Growth will acquire all of the outstanding capital shares and other equity interests of Merchant Supreme Co., Ltd. and thereby the full control of Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. on the terms and subject to the conditions set forth in that certain share purchase agreement, dated as of October 24, 2012, entered into by and among China Growth, Founder, Merchant Supreme Co., Ltd, Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. and certain other parties.
SHARE PURCHASE AGREEMENT BY AND AMONG CHINA GROWTH EQUITY INVESTMENT LTD. (as “China Growth”) HEROIC TREASURE LIMITED (as the “Seller”) ZHUO XINRONG (as the “Founder”)Share Purchase Agreement • October 30th, 2012 • China Growth Equity Investment LTD • Blank checks • New York
WHEREAS, immediately prior to the transaction contemplated by this Agreement, China Growth shall consummated a merger with China Growth Dredging Group Ltd. on the terms and subject to the conditions set forth in that certain Merger Agreement, dated as of October 24, 2012, entered into by and among China Growth, Founder and China Dredging Group Co., Ltd.
