Amendment to Agreement and Plan of Merger among Kushi Natural Foods Corporation, Kushi Sub, Inc., and Hanxin (Cork) International Holding Co., Ltd.

Summary

This amendment, dated September 30, 2005, involves Kushi Natural Foods Corporation, its subsidiary Kushi Sub, Inc., and Hanxin (Cork) International Holding Co., Ltd., along with their respective subsidiaries. The amendment removes Section 6.03 from their original merger agreement, which previously allowed Hanxin the right to rescind the merger under certain conditions. All other terms of the original agreement remain unchanged and in effect.

EX-2.1 3 exh2-2.txt AMENDED PLAN TO MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment"), is made and entered into as of September 30, 2005 by and among KUSHI NATURAL FOODS CORPORATION, a Delaware corporation ("Parent"), KUSHI SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub") and HANXIN (CORK) INTERNATIONAL HOLDING CO., LTD., a British Virgin Islands limited liability corporation (the "Company"), as the direct parent of XI'AN CORK INVESTMENTS CONSULTATIVE MANAGEMENT CO., LTD. ("Investments") and the indirect parent of XIAN HAN XIN SCIENCE AND TECHNOLOGY CO., LTD. ("Hanxin"), both of which subsidiaries are corporations incorporated under the laws of The People's Republic of China (Parent, Acquisition Sub, the Company, Investments and Hanxin are referred hereinafter as the "Parties"). W I T N E S S E T H WHEREAS the Parties have entered into that certain Agreement and Plan of Merger dated July 11, 2005 (the "Agreement"); and WHEREAS the Merger contemplated by the Agreement has become effective; and WHEREAS, pursuant to Section 6.03 of the Agreement, the Company has a right to rescind the transactions contemplated by the Agreement under certain circumstances; and WHEREAS the Parties desire to remove the provisions of Section 6.03 from the Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 6.03 is hereby deleted from the Agreement. 2. Except as set forth herein, the Agreement is ratified and confirmed in all respects and all other provisions therein shall continue in full force and effect. 3. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. KUSHI NATURAL FOODS CORPORATION By: /S/ EUGENE STRICKLER --------------------- Name: Eugene Strickler Title: President KUSHI SUB, INC. By: /S/ EUGENE STRICKLER --------------------- Name: Eugene Strickler Title: President HANXIN (CORK) INTERNATIONAL HOLDING CO., LTD. By: /S/ FANGSHE ZHANG ----------------- Name: Fangshe Zhang Title: Chairman XI'AN CORK INVESTMENTS CONSULTATIVE MANAGEMENT CO., LTD. By: /S/ FANGSHE ZHANG ----------------- Name: Fangshe Zhang Title: Chairman XIAN HAN XIN SCIENCE AND TECHNOLOGY CO., LTD By: /S/ FANGSHE ZHANG ----------------- Name: Fangshe Zhang Title: Chairman