EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") made this day of August, 2005 by
and between Tian'an Pharmaceutical Co., Ltd., a Nevada corporation (the
"Company"), Tian'an Pharmaceutical Co., Ltd., a People's Republic of China
corporation ("TPC"), and T2 Pharmaceutical Inc., a Colorado corporation ("T2").
WHEREAS the Company owns all of the issued and outstanding shares of T2,
and
WHEREAS, the Directors of the Company, TPC and T2 deem it advisable and in
the best interests of their respective stockholders to consummate, and have
approved, the business combination transaction provided for herein in which T2
would merge with and into TPC and TPC would become a wholly owned subsidiary of
the Company (the "Merger")
NOW THEREFORE, as the parties agree as follows:
1. T2 shall be merged with and into TPC in accordance with the statutory
provisions of Nevada and Colorado law.
2. TPC shall be the Surviving Corporation and the corporate identity,
existence, purposes, powers, franchises, rights, and immunities of TPC shall
continue unaffected and unimpaired by the Merger. The Articles of Association
and any other similar document pertaining to the formation and or organization
of TPC shall continue in force and will not be impaired or affected by the
Merger. The corporate identity, existence, purposes, powers, franchises, rights
and immunities of T2 shall be merged into TPC and TPC shall be fully vested
therewith.
3. The time at which the Articles of Merger are filed with the Secretary
of State of Nevada shall be the "Effective Time" of the Merger.
4. Except insofar as specifically otherwise provided by law, T2 shall
cease to exist at the Effective Time, whereupon the separate existence of T2 and
TPC shall become a single corporation, that being TPC.
5. At the Effective Time, without any action by the holder thereof, each
issued and outstanding share of TPC's common stock shall be deemed cancelled and
converted into one share of the Company's common stock.
6. At the Effective Time, without any action by the holder thereof, each
issued and outstanding share of T2 shall be converted into and become one fully
paid and nonassessable share of TPC.
7. Each option to purchase shares of TPC (collectively, the "TPC Option")
that is outstanding immediately prior to the Effective Time, without regard to
whether such option is then exercisable, shall, by virtue of the Merger and
without any further action on the part of the holder thereof, be assumed by the
Company and converted into an option (a "Substitute Option") to purchase that
number of shares of the Company's common stock equal to the number of shares
subject to such TPC Option immediately prior to the Effective Time in at an
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exercise price per share equal to the exercise price per share of such TPC
Option immediately prior to the Effective Time. The terms and conditions of each
Substitute Option, including any acceleration of vesting and/or exercisability
thereof, shall otherwise be the same as the related TPC Option.
8. The address of each party to this Agreement and Plan of Merger is:
Tian'an Pharmaceutical Co., Ltd. (a Nevada Corporation)
10th Floor, World Trade Center
No. 196 Xiaozhai East Road
Xi'an, Shanxi Province, PRC
Tian'an Pharmaceutical Co., Ltd.
(a People's Republic of China Corporation)
10th Floor, World Trade Center
No. 196 Xiaozhai East Road
Xi'an, Shanxi Province, PRC
T2 Pharmaceutical Inc. (a Colorado Corporation)
1624 Washington St.
Denver, CO 80203
AGREED TO AND ACCEPTED:
TIAN'AN PHARMACEUTICAL CO., LTD.
(a Nevada Corporation)
By: /s/ Jianjun Weng
-------------------------------
Jianjun Weng, Chairman of Board
TIAN'AN PHARMACEUTICAL CO., LTD.
(a People's Republic of China Corporation)
By: /s/ Jianjun Weng
-------------------------------
Jianjun Weng, Chairman of Board
T2 PHARMACEUTICAL INC.
(a Colorado Corporation)
By: /s/ Jianjun Weng
-------------------------------
Jianjun Weng, Chairman of Board