AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July __, 2015, is by and among Angstron Holdings Corporation, a Nevada corporation (the “Parent”) and Angstron Acquisition I, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”).  Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

WHEREAS, Merger Sub is a corporation duly organized and existing under the Nevada Revised Statutes. The Parent is the owner of more than ninety percent (90%) of the outstanding shares of each class of Merger Sub shares that are entitled to vote on the merger that is the subject of this Agreement.

WHEREAS, Merger Sub has 1 share of its common stock, $.0001 par value issued and outstanding, which is held by the Parent.

WHEREAS, the respective boards of directors of Parent and Merger Sub have approved the merger of Merger Sub with and into the Company upon the terms and subject to the conditions of this Agreement.

AGREEMENT

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency is hereby acknowledged, the Parties hereto intending to be legally bound hereby agree as follows:

1.

The Merger.  In accordance with the provisions of this Agreement and the Nevada Revised Statutes, Merger Sub shall be merged with and into the Parent (the “Merger”), the separate existence of Merger Sub shall cease and the Parent shall be, and is herein referred to as the “Surviving Corporation”, and the name of the Surviving Corporation shall be HK Graphene Technology Corporation.  

2.

Filing and Effectiveness.  The Merger shall become effective as of the date and time (the date and time the Merger becomes effective shall be referred to as the “Effective Time”) when the following actions shall have been completed:

a.

This Agreement shall have been adopted and approved by the Board of Directors of Merger Sub in accordance with the requirements of Nevada Revised Statutes, as applicable;

b.

All of the conditions to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitles to satisfaction thereof; and

c.

The executed Articles of Merger meeting the requirements of Nevada Revised Statutes, as applicable shall have been filed with the Nevada Secretary of State.

3.

Effect of the Merger. As of the Effective Time, the effect of the Merger shall be provided in this Agreement and the applicable provisions of Nevada Law.  Without limiting the generality of the foregoing, and subject thereto, as of the Effective Time all the property, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

4.

Articles of Incorporation; Bylaws.

a.

As of the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation.

b.

The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

5.

Officers and Directors.  The officers of the Parent immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation at and after the Effective Time, in each case until the earliest of their resignation or removal from office or their otherwise ceasing to be officers or until their respective successors are duly elected and qualified.  The directors of the Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation at and after the Effective Time, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation.

6.

Capital Stock of the Parent and Merger Sub.

a.

Common Stock of the Parent. Upon the Effective Time, each share of the Parent’s common stock, par value $0.001, issued and outstanding and held by stockholders immediately prior to the Effective Time will be changed and converted into that same number of shares of common stock of the Surviving Corporation.

b.

Preferred Stock of the Parent. Upon the Effective Time, each share of the Parent’s preferred stock designated Series A or Series B Convertible, par value $0.001, issued and outstanding and held by stockholders immediately prior to the Effective Time will be changed and converted into that same number and designation of preferred stock of the Surviving Corporation.

c.

Common Stock of Merger Sub. Upon the Effective Time, each share of Merger Sub’s common stock, par value $0.001, issued and outstanding and held by the Parent immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist.

7.

Covenants of the Parent and Merger Sub. Each of the Parent and Merger Sub covenant and agree that it will, on or before the Effective Time, take such actions as may be required by the Nevada Revised Statutes, as applicable.

8.

Further Assurances. From time to time, as and when request by any party hereto, any other party will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be necessary to consummate the transactions contemplated by this Agreement.

9.

Abandonment. At any time before the Effective Time, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Parent.

10.

Governing Law. This agreement shall in all respects be construed, interpreted and enforced in accordance with and governed by the Nevada Revised Statutes.

[Signature Page Follows.]

2

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement and Plan of Merger as of the date first above written.

The Parent:

ANGSTRON HOLDINGS CORPORATION

By:     /s/ Jianguo Xu                                 

      Jianguo Xu, Chief Executive Officer

The Merger Sub:

ANGSTRON ACQUISITION I

By:   /s/ Jianguo Xu                                    

      Jianguo Xu, Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

ARTICLES OF MERGER