AGREEMENT AND PLAN OF MERGER

                                                                  Execution Copy

                          AGREEMENT AND PLAN OF MERGER

      This AGREEMENT AND PLAN OF MERGER (this "Agreement") has been made as of
October 1, 2007, by and among Vella Productions, Inc., a Nevada corporation
("VLLA"), VLLA Merger Sub, Inc., a Nevada corporation and a wholly-owned
Subsidiary of VLLA ("Sub"), Guoxi Holding Limited, a British Virgin Islands
corporation ("GHL"), and the shareholders of GHL, each of whom is identified on
Schedule A to this Agreement (the "GHL Shareholders").

      Whereas, the respective Boards of Directors of VLLA, Sub and GHL have
approved the merger, pursuant and subject to the terms and conditions of this
Agreement, of Sub with and into GHL (the "Merger"), whereby all of the issued
and outstanding shares of the Common Stock of GHL (the "GHL Common Stock") will
be converted into the right to receive a specified number of shares of the
Common Stock of VLLA (the "VLLA Common Stock"); and the parties each desire to
make certain representations, warranties and agreements in connection with the
Merger and also to prescribe various conditions to the Merger;

      Now, Therefore, in consideration of the premises and the representations,
warranties and covenants herein contained, the parties agree to effect the
Merger on the terms and conditions herein provided and further agree as follows:

                             ARTICLE 1. DEFINITIONS

      1.1 Definitions.

      In addition to the other definitions contained in this Agreement, the
following terms will, when used in this Agreement, have the following respective
meanings:

      "Affiliate" means a Person that, directly or indirectly, controls, is
controlled by, or is under common control with, the referenced party.

      "BVI" British Virgin Islands.

      "Claim" means any contest, claim, demand, assessment, action, suit, cause
of action, complaint, litigation, proceeding, hearing, arbitration,
investigation or notice of any of the foregoing involving any Person.

      "Closing" means the consummation of the Merger.

      "Code" means the Internal Revenue Code of 1986, as amended, together with
all rules and regulations promulgated thereunder.

      "Constituent Corporations" means GHL and Sub, as the constituent
corporations of the Merger.

      "GAAP" means United States generally accepted accounting practices.

      "GCL" means the Nevada General Corporation Law.

      "Person" means and includes any individual, partnership, corporation,
trust, company, unincorporated organization, joint venture or other entity, and
any Governmental Entity.

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      "Record Holder" means a holder of record of GHL Common Stock as shown on
the regularly maintained stock transfer records of GHL.

      "Subsidiary" means, with respect to any Person, any corporation,
partnership, joint venture, trust or other entity of which such Person, directly
or indirectly through an Affiliate, owns an amount of voting securities, or
possesses other ownership interests, having the power, direct or indirect, to
elect a majority of the Board of Directors or other governing body thereof.

      "Surviving Corporation" means GHL, as the surviving corporation of the
Merger.

      "U.S." means the United States of America.

      1.2 Interpretation.

      In this Agreement, unless the express context otherwise requires:

            (a) the words "herein," "hereof" and "hereunder and words of similar
      import refer to this Agreement as a whole and not to any particular
      provision of this Agreement;

            (b) references to "Article" or "Section" are to the respective
      Articles and Sections of this Agreement, and references to "Exhibit" or
      "Schedule" are to the respective Exhibits and Schedules annexed hereto;

            (c) references to a "party" means a party to this Agreement and
      include references to such party's successors and permitted assigns;

            (d) references to a "third party" means a Person that is neither a
      Party to this Agreement nor an Affiliate thereof;

            (e) the terms "dollars" and "$" means U.S. dollars;

            (f) terms defined in the singular have a comparable meaning when
      used in the plural, and vice versa;

            (g) the masculine pronoun includes the feminine and the neuter, and
      vice versa, as appropriate in the context; and

            (h) wherever the word "include," "includes" or "including is used in
      this Agreement, it will be deemed to be followed by the words "without
      limitation."

                             ARTICLE 2. THE MERGER

      2.1 Effective Time of the Merger.

      Subject to the provisions of this Agreement, the Merger will be
consummated by the filing with the Secretary of State of the State of Nevada of
articles of merger, in such form as required by, and signed and attested in
accordance with, the relevant provisions of the GCL and by the filing with the
of the BVI of articles of merger, in such form as required by, and signed and
attested in accordance with, the relevant provisions of the (the time of the
filing of such instruments as occurs second or such later time and date as is
specified in such filings being the "Effective Time"). It is the intent of the
parties to cause such filings to be made no later than the Closing Date.


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      2.2 Closing.

      The Closing will take place at 10:00 a.m., local time, on the earliest
date practicable after all of the conditions set forth in Articles 7 and 8 are
satisfied or waived by the appropriate party, but in no event later than the
applicable date referred to in Section 10.1(d) (the "Closing Date"), unless
another time, date or place is agreed to in writing by the parties.

      2.3 Effects of the Merger.

      By virtue of the Merger and without the necessity of any action by or on
behalf of the Constituent Corporations, or either of them:

            (a) at the Effective Time, (i) the separate existence of Sub will
      cease, and Sub will be merged with and into GHL, and (ii) the certificate
      of incorporation and bylaws of GHL as in effect immediately prior to the
      Effective Time will be the certificate of incorporation and bylaws of the
      Surviving Corporation until thereafter amended; and

            (b) at and after the Effective Time, the Surviving Corporation will
      possess all the rights, privileges, powers and franchises of a public as
      well as of a private nature, and be subject to all the restrictions,
      disabilities and duties, of each of the Constituent Corporations; and all
      property, real, personal and mixed, and all debts due to either of the
      Constituent Corporations on whatever account, as well for stock
      subscriptions as all other things in action or belonging to each of the
      Constituent Corporations will be vested in the Surviving Corporation; and
      all property, rights, privileges, powers and franchises, and all and every
      other interest of each of the Constituent Corporations will be thereafter
      as effectually be the property of the Surviving Corporation as they were
      of the respective Constituent Corporations, and the title to any real
      estate vested by deed or otherwise, in either of the Constituent
      Corporations, will not revert or be in any way impaired; but all rights of
      creditors and all liens upon any property of either of the Constituent
      Corporations will be preserved unimpaired, and all debts, liabilities and
      duties of the respective Constituent Corporations will thereafter attach
      to the Surviving Corporation, and may be enforced against it to the same
      extent as if such debts and liabilities had been incurred or contracted by
      it.

                  ARTICLE 3. EFFECT OF MERGER ON CAPITAL STOCK

      3.1 Effect on Capital Stock.

      As of the Effective Time, by virtue of the Merger and without any action
on the part of any holder of shares of GHL Common Stock or of shares of the
capital stock of Sub:

            (a) Capital Stock of Sub. Each issued and outstanding share of the
      capital stock of Sub will be converted into the right to receive one fully
      paid and non-assessable share of the capital stock of the Surviving
      Corporation.

            (b) Cancellation of Treasury Stock. Shares of common stock of GHL
      ("Common Stock"), if any, that are held by GHL as treasury stock will be
      cancelled and retired and will cease to exist, and no Merger Consideration
      will be delivered in exchange therefor. Any shares of common stock of VLLA
      ("VLLA Common Stock"), if any, owned by GHL or the GHL Shareholders as of
      the Effective Time will remain unaffected by the Merger.


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            (c) Exchanged Shares; Merger Consideration.

                  (i) "Exchanged Shares" means all shares of GHL Common Stock
            issued and outstanding immediately prior to the Effective Time other
            than shares of GHL Common Stock, if any, held by GHL as treasury
            stock

                  (ii) The consideration payable to the GHL Shareholders in the
            Merger will consist of an aggregate of 68,900,000 shares of VLLA
            Common Stock (the "Stock Merger Consideration") and $14,334,500 to
            be paid no later than the first anniversary of the Closing Date in
            accordance with non-interest bearing notes of VLLA in the form
            annexed hereto (the "Cash Merger Consideration," collectively with
            the Stock Merger Consideration, the "Merger Considertion"), which
            shall be distributed among the GHL Shareholders proportionately in
            accordance with their shareholdings as set forth on Schedule A
            hereto.

            (d) Exchange of Exchanged Shares for Merger Consideration. As of the
      Effective Time, by virtue of the Merger, each issued and outstanding
      Exchanged Share will be converted into the right to receive the Merger
      Consideration due in respect thereof, payable, to the Record Holders of
      Exchanged Shares at the Effective Time. As of the Effective Time, all
      shares of GHL Common Stock will no longer be outstanding and will
      automatically be cancelled and retired and will cease to exist, and each
      holder of a certificate representing any such shares will cease to have
      any rights with respect thereto, except the right to receive the Merger
      Consideration therefor, without interest, upon the surrender of such
      certificate in accordance with Section 3.2.

      3.2 Exchange of Merger Consideration for Exchanged Shares.

            (a) Exchange. On the Closing Date, the holders of all of the GHL
      Common Stock shall deliver to VLLA certificates or other documents
      evidencing all of the issued and outstanding GHL Common Stock, duly
      endorsed in blank or with executed power attached thereto in transferable
      form. In exchange for all of the GHL Common Stock tendered pursuant
      hereto, VLLA shall issue to GHL Shareholders the Merger Consideration.

            (b) No Further Ownership Rights in GHL Common Stock. All shares of
      VLLA Common Stock issued upon the surrender for exchange of shares of GHL
      Common Stock in accordance with the terms hereof will be deemed to have
      been issued in full satisfaction of all rights pertaining to such shares
      of GHL Common Stock, and there will be no further registration of
      transfers of the shares of GHL Common Stock (other than shares held
      directly or indirectly by VLLA) after the Effective Time. If, after the
      Effective Time, certificates representing GHL Common Stock are presented
      to the Surviving Corporation or its transfer agent for any reason, such
      certificates will be cancelled and exchanged as provided by this Article
      3.

                ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF GHL

      GHL and each of the GHL Shareholders jointly and severally represents and
warrants to VLLA and to Sub as follows, as of the date hereof and as of the
Closing Date:


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      4.1 Organization.

      GHL is a corporation duly organized, validly existing and in good standing
under the laws of British Virgin Island and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
entity in the country or states in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. Included in the attached Schedules (as hereinafter defined) are
complete and correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the date hereof. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated
by this Agreement in accordance with the terms hereof will not, violate any
provision of GHL's certificate of incorporation or bylaws. GHL has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, bylaws or otherwise to authorize the execution and delivery of
this Agreement.

      4.2 Capitalization.

      The authorized capitalization of GHL consists of 50,000 shares of common
stock, no par value and no preferred shares. As of the date hereof, there are
50,000 shares of common stock issued and outstanding. All issued and outstanding
common shares have been legally issued, fully paid, are nonassessable and not
issued in violation of the preemptive rights of any other person. GHL has no
other securities, warrants or options authorized or issued.

      4.3 Subsidiaries.

      GHL owns 100% of Jiangxi Xi Cheong Lacquer, Inc., a China corporation
(herein, "JXC").

      4.4 Tax Matters; Books & Records

            (a) The books and records, financial and others, of GHL and JXC are
      in all material respects complete and correct and have been maintained in
      accordance with good business accounting practices; and

            (b) Neither GHL nor JXC has any liabilities with respect to the
      payment of any country, federal, state, county, local or other taxes
      (including any deficiencies, interest or penalties).

            (c) Each of GHL and JXC shall remain responsible for all debts
      incurred by it prior to the closing.

      4.5 Information.

      The information concerning GHL and JXC as set forth in this Agreement and
in the attached Schedules is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.


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      4.6 Title and Related Matters.

      Each of GHL and JXC has good and marketable title to and is the sole and
exclusive owner of all of its properties, inventory, interests in properties and
assets, real and personal (collectively, the "Assets") free and clear of all
liens, pledges, charges or encumbrances. Except as set forth in the Schedules
attached hereto, each of GHL and JXC owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever, any and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
its business. Except as set forth in the attached Schedules, no third party has
any right to, and neither GHL nor JXC has received any notice of infringement of
or conflict with asserted rights of others with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would have a
materially adverse affect on the business, operations, financial conditions or
income of GHL or JXC or any material portion of their properties, assets or
rights.

      4.7 Litigation and Proceedings

      There are no actions, suits or proceedings pending or threatened by or
against or affecting GHL or JXC, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of GHL
or JXC. Neither GHL nor JXC has any knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or instrumentality.

      4.8 Contracts.

      On the Closing Date:

            (a) Except as set forth on Schedule, there are no material
      contracts, agreements, franchises, license agreements, or other
      commitments to which GHL or JXC is a party or by which it or any of its
      properties are bound;

            (b) Neither GHL nor JXC is party to any contract, agreement,
      commitment or instrument or subject to any charter or other corporate
      restriction or any judgment, order, writ, injunction, decree or award
      which materially and adversely affects, or in the future may (as far as
      GHL or JXC can now foresee) materially and adversely affect, the business,
      operations, properties, assets or conditions of GHL or JXC; and

            (c) Neither GHL nor JXC is party to any material oral or written:
      (i) contract for the employment of any officer or employee; (ii) profit
      sharing, bonus, deferred compensation, stock option, severance pay,
      pension, benefit or retirement plan, agreement or arrangement covered by
      Title IV of the Employee Retirement Income Security Act, as amended; (iii)
      agreement, contract or indenture relating to the borrowing of money; (iv)
      guaranty of any obligation for the borrowing of money or otherwise,
      excluding endorsements made for collection and other guaranties of
      obligations, which, in the aggregate exceeds $1,000; (v) consulting or
      other contract with an unexpired term of more than one year or providing
      for payments in excess of $10,000 in the aggregate; (vi) collective
      bargaining agreement; or (vii) contract, agreement, or other commitment
      involving payments by it for more than $10,000 in the aggregate.


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      4.9 No Conflict With Other Instruments.

      The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which GHL or JXC is party or to which any of its properties or operations are
subject.

      4.10 Material Contract Defaults.

      To the best knowledge and belief of GHL and JXC, neither GHL nor JXC is in
default in any material respect under the terms of any outstanding contract,
agreement, lease or other commitment which is material to the business,
operations, properties, assets or condition of GHL or JXC, and there is no event
of default in any material respect under any such contract, agreement, lease or
other commitment in respect of which GHL or JXC has not taken adequate steps to
prevent such a default from occurring.

      4.11 Governmental Authorizations.

      To the best knowledge of GHL and JXC, each of GHL and JXC has all
licenses, franchises, permits and other governmental authorizations that are
legally required to enable it to conduct its business operations in all material
respects as conducted on the date hereof. Except for compliance with federal and
state securities or corporation laws, no authorization, approval, consent or
order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
GHL and the GHL Sharerholders of the transactions contemplated hereby.

      4.12 Compliance With Laws and Regulations.

      To the best knowledge and belief of CGD and JXC, GHL and JXC has complied
with all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets or condition of GHL or JXC or would not result in GHL's or JXC's
incurring any material liability.

      4.13 Insurance.

      All of the insurable properties of GHL and JXC are insured for GHL's
benefit under valid and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at the Closing
Date.

      4.14 Approval of Agreement.

      The directors of GHL have authorized the execution and delivery of the
Agreement and have approved the transactions contemplated hereby.


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      4.15 Material Transactions or Affiliations.

      As of the Closing Date, there will exist no material contract, agreement
or arrangement between GHL or JXC and any person who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known by GHL or JXC to own beneficially, ten percent (10%) or more of
the issued and outstanding Common Shares of GHL and which is to be performed in
whole or in part after the date hereof. Neither GHL nor JXC has any commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated person.

               ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF VLLA

      VLLA represents and warrants to GHL, as of the date hereof and as of the
Closing Date, as follows:

      5.1 Organization.

      VLLA is a corporation duly organized, validly existing, and in good
standing under the laws of Nevada and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
corporation in the jurisdiction in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not violate any provision of VLLA's articles of
incorporation or bylaws. VLLA has full power, authority and legal right and has
taken all action required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this Agreement.

      5.2 Capitalization.

      The authorized capitalization of VLLA consists of 75,000,000 shares of
common stock, $0.001 par value per share. As of the date hereof, VLLA has
approximately 6,080,000 shares of common stock issued and outstanding. All
issued and outstanding shares are legally issued, fully paid and nonassessable
and are not issued in violation of the preemptive or other rights of any person.

      5.3 Subsidiaries.

      VLLA has no subsidiaries other than Sub.

      5.4 Tax Matters: Books and Records.

            (a) The books and records, financial and others, of VLLA are in all
      material respects complete and correct and have been maintained in
      accordance with good business accounting practices; and

            (b) VLLA has no liabilities with respect to the payment of any
      country, federal, state, county, or local taxes (including any
      deficiencies, interest or penalties).


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            (c) VLLA shall remain responsible for all debts incurred by VLLA
      prior to the date of closing.

      5.5 Litigation and Proceedings.

      There are no actions, suits, proceedings or investigations pending or
threatened by or against or affecting VLLA or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial condition or
income of VLLA. VLLA is not in default with respect to any judgment, order,
writ, injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a default.

      5.6 Material Contract Defaults.

      VLLA is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of VLLA, and there is
no event of default in any material respect under any such contract, agreement,
lease or other commitment in respect of which VLLA has not taken adequate steps
to prevent such a default from occurring.

      5.7 Information.

      The information concerning VLLA as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made in light of the circumstances under
which they were made, not misleading.

      5.8 Title and Related Matters.

      VLLA has good and marketable title to and is the sole and exclusive owner
of all of its properties, inventory, interest in properties and assets, real and
personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. VLLA owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or limitations of any
nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
VLLA's business. No third party has any right to, and VLLA has not received any
notice of infringement of or conflict with asserted rights of other with respect
to any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
on in the aggregate, if the subject of an unfavorable decision ruling or
finding, would have a materially adverse affect on the business, operations,
financial conditions or income of VLLA or any material portion of its
properties, assets or rights.

      5.9 Contracts.

      On the Closing Date:


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            (a) There are no material contracts, agreements franchises, license
      agreements, or other commitments to which VLLA is a party or by which it
      or any of its properties are bound;

            (b) VLLA is not a party to any contract, agreement, commitment or
      instrument or subject to any charter or other corporate restriction or any
      judgment, order, writ, injunction, decree or award materially and
      adversely affects, or in the future may (as far as VLLA can now foresee)
      materially and adversely affect, the business, operations, properties,
      assets or conditions of VLLA; and

            (c) VLLA is not a party to any material oral or written: (i)
      contract for the employment of any officer or employee; (ii) profit
      sharing, bonus, deferred compensation, stock option, severance pay,
      pension benefit or retirement plan, agreement or arrangement covered by
      Title IV of the Employee Retirement Income Security Act, as amended; (iii)
      agreement, contract or indenture relating to the borrowing of mone