Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT to the Agreement and Plan of Merger dated February 4, 2000
(the "Agreement") is entered into this 14th day of July, 2000 between Asia
Properties, Inc., a Nevada corporation ("API-Nevada"), and Asia Properties
Investments, Inc., a British Virgin Islands company and newly formed first-tier
wholly-owned subsidiary of API-Nevada ("API-BVI").
RECITALS
WHEREAS, API-Nevada and API-BVI entered into that certain Agreement and
Plan of Merger dated February 4, 2000, under the terms of which API-Nevada will,
upon satisfaction or waiver of the conditions to closing set forth in the
Agreement, merge with and into API-BVI;
WHEREAS, the parties desire to comply with Section 76(3) of the
International Business Companies Act, and the parties hereto now desire to amend
the Agreement to include a provision relating to the number of outstanding
shares of each class and series of shares of each constituent company specifying
each such class and series entitled to vote on the Merger; and
WHEREAS, capitalized terms used herein shall have the meanings ascribed to
them herein or in the Agreement, and references to sections herein shall mean
the corresponding sections of the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Amendments to the Agreement:
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(a) The following Section 2.4 shall be added to Article II:
Outstanding Voting Shares Before Effective Time. Immediately
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before the Effective Time, API-BVI's authorized capital of is
made up of one class of shares divided into 500 million
shares of $.01 par value each, of which one capital share
shall be issued and outstanding and entitled to vote on the
Merger. Immediately prior to the Effective Time, API-Nevada's
authorized capital is made up of one class of common stock
divided into 50 million shares of $.001 par value each, of
which 5,931,434 shares are outstanding and entitled to vote on
the Merger.
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2. Amendments to the Agreement. Except as specifically set forth in
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this Amendment, the Agreement shall remain in full force and effect, without any
amendment or modification thereto.
3. Counterparts and Facsimile Signatures. In order to facilitate the
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execution of this Amendment, the same may be executed in any number of
counterparts and signature pages may be delivered by telefax.
IN WITNESS WHEREOF, this Amendment is hereby duly executed by each party
hereto as of the date first written above.
API-BVI:
ASIA PROPERTIES INVESTMENTS, INC.,
a British Virgin Islands company
By:/s/ Nicholas St. Johnston
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Name and Title: Nicholas St. Johnston, Chief Executive Officer
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API-Nevada:
ASIA PROPERTIES, INC.,
a Nevada corporation
By:/s/ Nicholas St. Johnston
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Name and Title: Nicholas St. Johnston, Chief Executive Officer
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