Attached files
EXHIBIT 3i.2
ROSS MILLER Document Number
Secretary of State 20130001125-15
204 North Carson Street, Suite 1 Filing Date and Time
Carson City, Nevada 89701-4520 01/02/2013 10:25 AM
(775) 684 5708 Entity Number
Website: www.nvsos.gov E0666472012-7
Filed in the office of
/s/ Ross Miller
ROSS MILLER
Secretary of State
ARTICLES OF MERGER State of Nevada
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(Pursuant to NRS Chapter 92A)
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200). If there are more than four merging entities, check box [ ] and
attach an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Camelot Corporation
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Comjoyful International Company
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Comjoyful International Company
Name of surviving entity
Nevada Corporation
Jurisdiction Entity type *
* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 2
2) Forwarding address where copies of process may be sent by the Secretary of
State of Nevada (if a foreign entity is the survivor in the merger - NRS
92A.1 90):
Attn:
c/o:
3) (Choose one)
[ ] The undersigned declares that a plan of merger has been adopted by
each constituent entity (NRS 92A.200).
[X] The undersigned declares that a plan of merger has been adopted by
the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as
applicable, for each entity) (if there are more than four merging entities,
check box [ ] and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity):
(a) Owner's approval was not required from
Comjoyful International Company
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
(b) The plan was approved by the required consent of the owners of *:
Camelot Corporation
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Comjoyful International Company
Name of surviving entity, if applicable
* Unless otherwise provided in the certificate of trust or governing
instrument of a business trust, a merger must be approved by all the
trustees and beneficial owners of each business trust that is a constituent
entity in the merger.
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 4
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation
and by each public officer or other person whose approval of the plan of
merger is required by the articles of incorporation of the domestic
corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 5
5) Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
6) Location of Plan of Merger (check a or b):
[X] (a) The entire plan of merger is attached;
or,
[ ] (b) The entire plan of merger is on file at the registered office of
the surviving corporation, limited-liability company or business
trust, or at the records office address if a limited partnership, or
other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)":
* Amended and restated articles may be attached as an exhibit or integrated
into the articles of merger. Please entitle them "Restated" or "Amended and
Restated," accordingly. The form to accompany restated articles prescribed
by the secretary of state must accompany the amended and/or restated
articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent -
Nevada parent owning 90% or more of subsidiary), the articles of merger may
not contain amendments to the constituent documents of the surviving entity
except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later
date as specified in the articles, which must not be more than 90 days
after the articles are filed (NRS 92A.240).
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 6
8) Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners
of each Nevada limited partnership; A manager of each Nevada
limited-liability company with managers or all the members if there are no
managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there
are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional
entity.):
Camelot Corporation
Name of merging entity
/s/ Yazhong Liao Chief Executive Officer
Signature Title Date
Comjoyful International Company
Name of merging entity
/s/ Yazhong Liao President
Signature Title Date
Name of merging entity
Signature Title Date
Name of merging entity
Signature Title Date
and
Comjoyful International Company
Name of surviving entity
/s/ Yazhong Liao Chief Executive Officer
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in
the manner provided by the law governing it (NRS 92A.230). Additional
signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
AGREEMENT AND PLAN OF MERGER
between
Camelot Corporation
(a Nevada corporation)
and
Comjoyful International Company
(a Nevada corporation)
Dated as of December 28, 2012
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2012, between Camelot
Corporation, a Nevada corporation ("Parent"), and Comjoyful International
Company, a Nevada corporation and a direct wholly owned subsidiary of Parent
("Merger Sub"). Parent and Merger Sub 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 Merger Sub 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. Upon the filing of the articles of merger (the
"Articles of Merger"), entered into concurrently herewith, with the Secretary of
State of the State of Nevada, Merger Sub shall be merged with and into Parent
(the "Merger") and Parent shall be the surviving corporation of the Merger (the
"Surviving Corporation") effective on January 2, 2013 (the "Effective Time").
2. Effect of Merger. At the Effective Time, the separate existence of the
Constituent Corporations 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 Merger Sub
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
"Comjoyful International Company."
4. Governing Documents. The Articles of Incorporation of Parent, only amended to
the extent provided in the Articles of Merger to change its name, and the Bylaws
of Parent, as in effect at the Effective Time, shall continue in full force and
effect as the Certificate of Incorporation and Bylaws of the Surviving
Corporation until sooner terminated or changed as permitted by the provisions of
the 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 positions as directors and officers until
the election and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the Certificate 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
Merger Sub's 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 Merger Sub 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
thereunder, (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 Certificate of Incorporation or
Bylaws of Parent.
8. Representations of Merger Sub. Merger Sub 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 Plan of
Merger and to execute the Articles of Merger and to perform its obligations
thereunder, (c) this Agreement has been duly executed and delivered by Merger
Sub, and has been authorized by all necessary corporate action, and constitutes
the legal, valid and binding obligations of Merger Sub, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Certificate of
Incorporation or Bylaws of Merger Sub.
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 FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CAMELOT CORPORATION
By:
-------------------------------
Name: Yazhong Liao
Title: Chief Executive Officer
COMJOYFUL INTERNATIONAL COMPANY
By:
-------------------------------
Name: Yazhong Liao
Title: Chief Executive Office