AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

Agreement and Plan of Merger

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ALPHA SECURITY GROUP CORP

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Title: AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE
Governing Law: New York Date: 1/6/2009
Industry: Misc. Financial Services Law Firm: Dorsey Whitney;Loeb Loeb Sector: Financial

AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

by and among

ALPHA SECURITY GROUP CORPORATION,

SOYA CHINA PTE LTD.,

ALPHA ARIZONA CORP.,

AND

THE SELLING SHAREHOLDERS

Dated as of December 31, 2008

Table of Contents

		Page

ARTICLE I	THE MERGER	2

1.1	The Merger	2

1.2	Filing of Certificate of Ownership and Merger; Merger Effective Time	2

ARTICLE II	CONVERSION	3

2.1	The Conversion	3

2.2	Registration by Way of Continuation; Conversion Effective Time	3

ARTICLE III	CHARTER DOCUMENTS, DIRECTORS AND OFFICERS OF SURVIVING CORPORATION AND ALPHA BERMUDA	3

3.1	Articles of Incorporation of Surviving Corporation	3

3.2	Bylaws of Surviving Corporation	3

3.3	Directors of Surviving Corporation	3

3.4	Officers of Surviving Corporation	4

3.5	Memorandum of Continuance and Bye-laws of Alpha Bermuda	4

3.6	Directors of Alpha Bermuda	4

3.7	Officers of Alpha Bermuda	4

ARTICLE IV	CONVERSION AND EXCHANGE OF SECURITIES	4

4.1	Conversion of Stock in the Merger	4

4.2	Conversion of Securities in the Conversion	5

4.3	Certificates Representing Alpha Securities	5

4.4	Effect of the Conversion	6

ARTICLE V	SHARE EXCHANGE	7

5.1	Share Exchange	7

5.2	Escrow of Shares	8

5.3	Deferred Stock Payment	8

Table of Contents

		Page
ARTICLE VI	THE CLOSING	11

6.1	Closing	11

6.2	Deliveries of the Parties	11

6.3	Further Assurances	11

ARTICLE VII	REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS	12

7.1	Good Title	12

7.2	Organization and Standing	12

7.3	Authority; Execution and Delivery; Enforceability	12

7.4	No Conflicts	12

7.5	Consents and Approvals	13

7.6	Access to Information	13

7.7	Intent; Accredited Investor; Non-U.S. Person	13

7.8	Accuracy of Representations	13

7.9	Transfer Restrictions	13

7.10	Legends	13

7.11	Opinion	14

7.12	Restriction on Disposal of Shares	14

ARTICLE VIII	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	15

8.1	Organization, Standing and Power; Key Operating Agreements	16

8.2	Subsidiaries	16

8.3	Capital Structure.	17

8.4	Authority	17

8.5	No Conflict	17

8.6	Consents and Approvals	18

Table of Contents

		Page
8.7	Financial Statements	18

8.8	Internal Accounting Controls	18

8.9	Absence of Certain Changes	19

8.10	Absence of Undisclosed Liabilities	19

8.11	Litigation	19

8.12	Restrictions on Business Activities	19

8.13	Governmental Authorization	20

8.14	Title to Property	20

8.15	Intellectual Property	20

8.16	Taxes	21

8.17	Employee Benefit Plans	22

8.18	Labor Matters	22

8.19	Interested Party Transactions	22

8.20	Insurance	23

8.21	Material Company Contracts	23

8.22	Compliance With Laws	24

8.23	Foreign Corrupt Practices Act	24

8.24	Money Laundering Laws	25

8.25	Governmental Inquiry	25

8.26	Minute Books	25

8.27	Real Property	25

8.28	Brokers’ and Finders’ Fees	25

8.29	Vote Required	25

8.30	Board Approval	25

8.31	Additional PRC Representations and Warranties	25

iii

Table of Contents

		Page
8.32	Stamp Duty; Transfer Taxes	26

8.33	Environmental Matters	26

ARTICLE IX	REPRESENTATIONS AND WARRANTIES OF THE ALPHA PARTIES	27

9.1	Organization, Standing and Power	27

9.2	Capital Structure	28

9.3	Authority	29

9.4	No Conflict	30

9.5	Consents and Approval	30

9.6	SEC Documents; Financial Statements	31

9.7	Sarbanes-Oxley Act of 2002	31

9.8	Absence of Certain Changes	32

9.9	Absence of Undisclosed Liabilities	32

9.10	Litigation	32

9.11	Restrictions on Business Activities	32

9.12	No Interest in Property	33

9.13	Employees; Employee Benefit Plans	33

9.14	Labor Matters	33

9.15	Interested Party Transactions	33

9.16	Insurance	33

9.17	Compliance With Laws	33

9.18	Brokers’ and Finders’ Fees	33

9.19	Minute Books	33

9.20	Vote Required	33

9.21	Board Approval	34

Table of Contents

		Page
9.22	Alternext Listing	34

9.23	Trust Account Funds	34

9.24	Qualification as “Business Combination” under Certificate of Incorporation	34

9.25	Internal Accounting Controls; Disclosure Controls	34

9.26	Certain Registration Matters	34

9.27	Material Contracts	35

9.28	Taxes	35

9.29	Foreign Corrupt Practices Act	36

9.30	Money Laundering Laws	36

ARTICLE X	CONDUCT PRIOR TO THE BUSINESS COMBINATION EFFECTIVE TIME	36

10.1	Conduct of Business	36

10.2	Restrictions on Conduct of Business	37

ARTICLE XI	COVENANTS	39

11.1	Proxy/Prospectus; Special Meeting	39

11.2	Form 8-K	40

11.3	Insider Purchases	40

11.4	Action of Company’s Shareholders	41

11.5	Employment Agreements	41

11.6	Registration Rights Agreement	41

11.7	Shareholders’ Agreement	41

11.8	Fiscal Year	41

11.9	Directors and Officers of Alpha Bermuda	41

ARTICLE XII	ADDITIONAL AGREEMENTS	42

12.1	No Claim Against Trust Account	42

Table of Contents

		Page
12.2	Access to Information	42

12.3	Confidential Information; Non-Solicitation or Negotiation	43

12.4	Disclosure of Certain Matters	44

12.5	Regulatory and Other Authorizations; Notices and Consents	44

12.6	Public Disclosure	44

12.7	Consents; Cooperation	44

12.8	Legal Requirements	45

ARTICLE XIII	CONDITIONS TO CLOSE	46

13.1	Conditions Precedent to the Obligation of the Parent to Close	46

13.2	Conditions Precedent to the Obligation of the Company to Close	48

ARTICLE XIV	POST-CLOSING COVENANTS	52

14.1	D&O Insurance	52

14.2	Tax Matters	53

ARTICLE XV	INDEMNIFICATION; REMEDIES	53

15.1	Survival	53

15.2	Indemnification by the Selling Shareholders	53

15.3	Indemnification by Parent	55

15.4	Third Party Action	56

ARTICLE XVI	TERMINATION, AMENDMENT AND WAIVER	57

16.1	Termination	57

16.2	Effect of Termination	58

16.3	Expenses and Termination Fees	58

16.4	Amendment	59

16.5	Extension; Waiver	59

Table of Contents

		Page
ARTICLE XVII	GENERAL PROVISIONS	59

17.1	No Fractional Shares	59

17.2	Lost, Stolen or Destroyed Certificates	59

17.3	Withholding Rights	60

17.4	Notices	60

17.5	Interpretation/Definitions	61

17.6	Counterparts	69

17.7	Entire Agreement; Nonassignability; Parties in Interest	69

17.8	Severability	69

17.9	Remedies Cumulative; Specific Performance	69

17.10	Governing Law	70

17.11	Rules of Construction	70

vii

AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

This AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (the “ Agreement ”) is made and entered into as of December 31, 2008, by and among Alpha Security Group Corporation, a Delaware corporation (including its successors and assigns, the “ Parent ” OR “ Alpha ”), Alpha Arizona Corp., an Arizona corporation, and a wholly owned subsidiary of the Parent (“ Alpha Arizona ”), Soya China Pte. Ltd., a company incorporated in Singapore (including its successors and assigns, the “ Company ” or “ Target ”), Splendid International Holdings Pte. Ltd., Bright Strong Investments Limited and Special Result Limited (BVI) (each a “ Selling Shareholder ,” and together with their successors and assigns from the date hereof until the Business Combination Effective Time (as defined in Section 6.1 below), collectively the “ Selling Shareholders ”).

BACKGROUND

Parent has formed a wholly owned subsidiary, Alpha Arizona, solely for the purposes of (1) the merger of Parent with and into Alpha Arizona pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “ DGCL ”), in which Alpha Arizona will be the surviving corporation (the “ Merger” ), (2) the subsequent conversion of Alpha Arizona into a Bermuda company by a transfer of domicile pursuant to Section 10-226 of the Arizona Revised Statutes (the “ ARS ”), (3) the registration and continuation of Alpha Arizona as a Bermuda company pursuant to Section 132C of the Bermuda Companies Act 1981 (the “ Conversion ”) and (4) the Share Exchange (as defined below). The Bermuda company will be named such name as approved by the Target (“ Alpha Bermuda ,” and together with Alpha and Alpha Arizona, the “ Alpha Parties ”).

The boards of directors of each of Alpha and Alpha Arizona have declared this Agreement advisable and approved the Transactions (as defined in Section 6.1 ), and each of the boards of directors of Alpha and Alpha Arizona has adopted resolutions approving the Merger and providing that (i) each share of common stock of Alpha (“ Common Stock ”) outstanding immediately prior to the Merger Effective Time (as defined below) (“ Alpha Shares ”) will be automatically converted at the Merger Effective Time into one share of common stock, par value US$0.0001 per share, of Alpha Arizona (“ Alpha Arizona Shares ”); and (ii) all Warrants, Underwriter Option and other rights to purchase an Alpha Share (“ Alpha Stock Rights ,” and together with Alpha Shares, “ Alpha Securities ”) will be exchanged at the Merger Effective Time for substantially equivalent securities of Alpha Arizona (“ Alpha Arizona Stock Rights ,” and together with Alpha Arizona Shares, “ Alpha Arizona Securities ”).

The board of directors of Alpha Arizona has approved the Conversion, upon the terms and subject to the conditions set forth in this Agreement, whereby upon the Conversion Effective Time (as defined below), each outstanding Alpha Arizona Share will be automatically converted into one ordinary share, par value US$0.0001 per share, of Alpha Bermuda (“ Alpha Bermuda Shares ”) and each Alpha Arizona Stock Right will be automatically converted into equivalent securities of Alpha Bermuda (“ Alpha Bermuda Stock Rights ,” and together with Alpha Bermuda Shares, “ Alpha Bermuda Securities ”).

The Selling Shareholders are the direct owners of the number of ordinary shares of the Company appearing opposite their names on Schedule 8.3(b) hereto (all such shares of capital stock to be exchanged under this Agreement are referred to as the “ Target Securities ”).

The board of directors of Alpha Arizona has and Alpha Bermuda (after the Conversion) will have approved the acquisition of the Target Securities from the Selling Shareholders through a share exchange transaction (the “ Share Exchange ”), pursuant to which Alpha Bermuda will issue to each of the Selling Shareholders an agreed upon number of Alpha Bermuda Shares and cash in exchange for the Target Securities held by such Selling Shareholder.

The Merger and the Conversion require the affirmative vote of the holders of a majority of the issued and outstanding shares of the Common Stock, and the Share Exchange requires the affirmative vote of the holders of a majority of the shares of Common Stock sold in the IPO voted at the meeting, provided , that the Share Exchange will only proceed if holders of less than 35% of the shares of the Common Stock sold in the IPO exercise their conversion rights (it being understood that such stockholders or shareholders, as applicable, will be the holders of a majority of the issued and outstanding Alpha Arizona Shares that are entitled to vote immediately prior to the Conversion and the holders of a majority of the issued and outstanding Alpha Bermuda Shares that are entitled to vote immediately prior to the Share Exchange, since the Merger, Conversion and Share Exchange shall happen as close to simultaneously as permitted by the applicable Laws).

The Merger, the Conversion and the Share Exchange are part of the same integrated transaction, such that none of the Merger, the Conversion or the Share Exchange shall occur without the other.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger . At the Merger Effective Time (as defined in Section 1.2 ), Alpha will be merged with and into Alpha Arizona in accordance with Section 253 of the DGCL and this Agreement, and the separate corporate existence of Alpha will thereupon cease. Alpha Arizona will be the surviving corporation in the Merger. The Merger will have the effects specified in the DGCL and the ARS.

1.2 Filing of Certificate of Ownership and Merger; Merger Effective Time . As soon as practicable following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions to the Closing set forth in Article XIII , if this Agreement shall not have been terminated prior thereto as provided in Section 16.1 , Alpha and Alpha Arizona shall cause (a) a certificate of ownership and merger (the “ Certificate of Merger ”) meeting the requirements of Section 253 of the DGCL to be properly executed and filed in accordance with the applicable requirements of the DGCL, and (b) articles of merger (the “ Articles of Merger ”) meeting the requirements of Section 10-1105 of the ARS to be properly executed and filed in accordance with such section. The Merger shall become effective at the time designated in the Certificate of Merger and the Articles of Merger as the effective time of the Merger that the Parties shall have agreed upon and designated (the “ Merger Effective Time ”). Notwithstanding the foregoing, the Parties shall designate a time for the Merger Effective Time that will be the later of (A) the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, and (B) the effective date and time of approval of the Articles of Merger by the Arizona Corporation Commission in accordance with the ARS.

ARTICLE II

CONVERSION

2.1 The Conversion . The Conversion will take place immediately after the Merger Effective Time. Subject to the terms and conditions of this Agreement, at the Conversion Effective Time (as defined in Section 2.2 below), Alpha Arizona shall convert to Alpha Bermuda in accordance with this Agreement and shall thereupon continue its existence, without interruption, in the organizational form of a Bermuda exempted company rather than an Arizona corporation. Alpha Bermuda (sometimes hereinafter referred to as the “ Surviving Corporation ”) will be the surviving corporation in the Conversion. The Conversion shall have the effects specified in the relevant sections of the ARS and the Bermuda Companies Act 1981. The Conversion and the Share Exchange are part of the same integrated transaction, such that neither the Conversion nor the Share Exchange shall occur without the other.

2.2 Registration by Way of Continuation; Conversion Effective Time . As soon as practicable following the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions to the Closing set forth in Article XIII , if this Agreement shall not have been terminated prior thereto as provided in Section 16.1 , Alpha Bermuda shall register by way of continuation as an exempted company under the Bermuda Companies Act 1981 and file the relevant documents with the Arizona Corporation Commission in accordance with the relevant sections of the ARS. The Conversion shall become effective upon registration by the Registrar of Companies in Bermuda (the “ Conversion Effective Time ”).

ARTICLE III

CHARTER DOCUMENTS, DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

3.1 Articles of Incorporation of Alpha Arizona . The Articles of Incorporation of Alpha Arizona in effect immediately prior to the Merger Effective Time shall be the Articles of Incorporation of Alpha Arizona, until duly amended in accordance with applicable Law.

3.2 Bylaws of Alpha Arizona . The bylaws of Alpha in effect immediately prior to the Merger Effective Time shall be the bylaws of Alpha Arizona, until duly amended in accordance with applicable Law.

3.3 Directors of Alpha Arizona . The directors of Alpha immediately prior to the Merger Effective Time shall be the directors of Alpha Arizona, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

3.4 Officers of Alpha Arizona . The officers of Alpha immediately prior to the Merger Effective Time shall be the officers of Alpha Arizona, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

3.5 Memorandum of Continuance and Bye-laws of Alpha Bermuda . The Memorandum of Continuance and Bye-laws of Alpha Bermuda shall be as set forth substantially in the form annexed hereto as Exhibit A . The Memorandum of Continuance and Bye-laws shall, by resolution of Alpha Arizona shareholder(s) and/or directors, be effective upon the Conversion Effective Time.

3.6 Directors of Alpha Bermuda . The directors of Alpha Arizona immediately prior to the Conversion Effective Time shall continue as the directors of Alpha Bermuda, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Notwithstanding the foregoing, commencing on the Closing Date, the board of directors of the Surviving Corporation (the “ Combined Board ”) shall be established as provided for in Section 11.10 hereof.

3.7 Officers of Alpha Bermuda . The officers of Alpha Arizona immediately prior to the Conversion Effective Time shall continue as the officers of Alpha Bermuda, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Notwithstanding the foregoing, commencing on the Closing Date, the officers of Alpha Bermuda shall be appointed by the Combined Board.

ARTICLE IV

CONVERSION AND EXCHANGE OF SECURITIES

4.1 Conversion of Stock in the Merger . At the Merger Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares:

(a) Conversion of Alpha Shares . Each share of Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one validly issued, fully paid and non-assessable Alpha Arizona Share to be delivered by Alpha Arizona in accordance with Section 4.3 below.

(b) Cancellation of Alpha Arizona Shares Owned by Alpha . Each issued and outstanding Alpha Arizona Share that is owned by Alpha immediately prior to the Merger Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(c) Alpha Stock Rights Become Alpha Arizona Stock Rights . All Alpha Stock Rights then outstanding shall remain outstanding and shall be assumed by Alpha Arizona and thereafter become Alpha Arizona Stock Rights. Each Alpha Stock Right by virtue of becoming an Alpha Arizona Stock Right shall be exercisable upon the same terms and conditions as in effect immediately prior to the Merger, except that upon the exercise of such Alpha Arizona Stock Rights, Alpha Arizona Shares shall be issuable in lieu of Alpha Shares. The number of Alpha Arizona Shares issuable upon the exercise of an Alpha Arizona Stock Right immediately after the Merger Effective Time and the exercise price of each such Alpha Arizona Stock Right shall be the same number of shares and price as in effect immediately prior to the Merger Effective Time. All Alpha Arizona Stock Rights shall entitle the holder thereof to purchase Alpha Arizona Shares in accordance with the terms of the documents governing the Alpha Arizona Stock Rights.

4.2 Conversion of Securities in the Conversion . At the Conversion Effective Time, by virtue of the Conversion and without any action on the part of the holder of any shares:

(a) Conversion of Alpha Arizona Shares . Except as set forth in Section 4.1(b) above, each issued and outstanding Alpha Arizona Share shall be automatically converted into one validly issued, fully paid and non-assessable Alpha Bermuda Share in accordance with Section 4.3 .

(b) Conversion of Alpha Arizona Stock Rights . All Alpha Arizona Stock Rights then outstanding shall remain outstanding and thereafter be Alpha Bermuda Stock Rights. Each Alpha Arizona Stock Right by virtue of becoming an Alpha Bermuda Stock Right shall be exercisable upon the same terms and conditions as in effect immediately prior to the Conversion, except that upon the exercise of such Alpha Bermuda Stock Rights, Alpha Bermuda Shares shall be issuable in lieu of Alpha Arizona Shares. The number of Alpha Bermuda Shares issuable upon the exercise of an Alpha Bermuda Stock Right immediately after the Conversion Effective Time and the exercise price of each such Alpha Bermuda Stock Right shall be the same number of shares and price as in effect immediately prior to the Conversion Effective Time. All Alpha Bermuda Stock Rights shall entitle the holder thereof to purchase Alpha Bermuda Shares in accordance with the terms of the documents governing the Alpha Bermuda Stock Rights.

4.3 Certificates Representing Alpha Securities .

(a) From and after the Merger Effective Time, all of the certificates which immediately prior to that time represented outstanding Alpha Securities (the “ Certificates ”) shall be deemed for all purposes to evidence ownership of, and to represent, the Alpha Arizona Securities into which the Alpha Securities represented by such Certificates have been converted as herein provided. No certificates for Alpha Arizona Securities will be issued as a result of the Merger and no holder of record of any Certificates shall be entitled to surrender any Certificate for cancellation to Alpha Arizona or its transfer agent in exchange for a certificate representing that number of Alpha Arizona Securities which such holder has the right to receive pursuant to the provisions of this Article IV . The registered owner on the books and records of Alpha or its transfer agent of any such Certificate shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the Alpha Arizona Securities evidenced by such Certificate as above provided.

(b) From and after the Conversion Effective Time, all of the outstanding Certificates shall be deemed for all purposes to evidence ownership of, and to represent, the Alpha Bermuda Securities into which the Alpha Arizona Securities represented by such Certificates have been converted as herein provided. The holders of those Certificates representing Alpha Bermuda Shares shall be entitled to be entered on the register of members of Alpha Bermuda as holders of that number of Alpha Bermuda Shares represented by the Certificates. The registered owner from time to time entered in the register of members of Alpha Bermuda shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the Alpha Bermuda Securities evidenced by such Certificate as above provided.

(c) At or after the Merger Effective Time, there shall be no transfers on the stock transfer books of Alpha of the Alpha Securities which were outstanding immediately prior to the Merger Effective Time. At or after the Conversion Effective Time, there shall be no transfers on the stock transfer books of Alpha Arizona of the Alpha Arizona Securities which were outstanding immediately prior to the Conversion Effective Time. If, after the Merger Effective Time but prior to the Conversion Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent, the presented Certificates shall be cancelled and exchanged after the Conversion Effective Time for certificates for Alpha Bermuda Securities deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV . If, after the Conversion Effective Time, Certificates are presented to Alpha Bermuda or its transfer agent, the presented Certificates shall be cancelled and exchanged for certificates for Alpha Bermuda Securities deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV .

(d) Following the Conversion Effective Time, each holder of record of one or more Certificates may, but shall not be required to, surrender any Certificate for cancellation to Alpha Bermuda or its transfer agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of Alpha Bermuda Securities which such holder will hold pursuant to the provisions of this Article IV and be entitled to be entered on the register of members of Alpha Bermuda as the holder of that number of Alpha Bermuda Shares represented by the Certificate and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Alpha Securities which is not registered in the transfer records of Alpha or a transfer of ownership of Alpha Arizona Securities which is not registered in the transfer records of Alpha Arizona, a certificate representing the proper number of Alpha Bermuda Securities may be issued to such a transferee if the Certificate representing such Alpha Securities or Alpha Arizona Securities is presented to Alpha Bermuda or its transfer agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

4.4 Effect of the Conversion . At the Conversion Effective Time, the effect of the Conversion shall be as provided in this Agreement and the applicable provisions of ARS and the Companies Act 1981 of Bermuda. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Alpha Arizona shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Alpha Bermuda, including any and all agreements, covenants, duties and obligations of Alpha Arizona set forth in this Agreement to be performed after the Closing, and all securities of Alpha Bermuda issued and outstanding as a result of the Conversion under Section 4.2 hereof shall be quoted on the NYSE Alternext US LLC (“ Alternext ”), or such other public trading market on which the Alpha Bermuda Shares may be trading at such time.

ARTICLE V

SHARE EXCHANGE

5.1 Share Exchange .

(a) The Share Exchange will take place immediately after the Conversion Effective Time. Upon the terms and subject to the conditions hereof, at the Closing, each Selling Shareholder shall sell, transfer, convey, assign and deliver to Alpha Bermuda free and clear of all Liens, all of the right, title and interest of such Selling Shareholder in and to the Target Securities appearing opposite the name of such Selling Shareholder set forth below. In exchange for such Target Securities, Alpha Bermuda shall (A) subject to Section 5.2 sell, issue and deliver to each Selling Shareholder at the Closing the number of Alpha Bermuda Shares (the “ Initial Equity Payment ”) appearing opposite the name of such Selling Shareholder set forth below:

Shareholder	Company Shares before Business Combination		Alpha Bermuda Shares
Splendid International Holdings Pte. Ltd.		6,645		4,136,492
Bright Strong Investments Limited		535		453,804
Special Result Limited (BVI)		3,784		1,709,704
Total		10,964		6,300,000

plus (B) pay a cash amount at the Closing to each Selling Shareholder determined as follows:

Shareholder	Cash Amount
Splendid International Holdings Pte. Ltd.	$	15,000,000
Bright Strong Investments Limited		-
Special Result Limited (BVI)	$	15,000,000
Total		30,000,000

plus (C) deliver to each Selling Shareholder the additional consideration, as described in Section 5.3 .

5.2 Escrow of Shares . Concurrent with the Share Exchange, 3.15 million of the Initial Equity Payment (pro rata in proportion to each Selling Shareholder’s distribution of Initial Equity Payment set forth in Section 5.1(a) above) that were to be exchanged pursuant to Section 5.1(a) above (“ Escrowed Shares ”), accompanied by share transfers duly endorsed in blank, shall be delivered into an escrow account and subject to release pursuant to the terms of an escrow agreement (the “ Escrow Agreement ”) providing, among other things, as follows: (i) 50% of the Escrowed Shares will be released to the holders in Section 5.1(a) above, if the Adjusted Net Income for fiscal year 2008 is at least $12.8 million; and (ii) the balance of the Escrowed Shares will be released if the Adjusted Net Income (as defined below) for fiscal year 2009 is at least $17.2 million (collectively, the “ Thresholds ”). The Escrow Agreement shall further provide that during the escrow period, the Selling Shareholders shall have the right to vote such shares, but shall have no right to sell, or otherwise transfer them, except in accordance with the Laws of descent or distribution or by operation of law, in which case such transferees will agree to become a party to the Lock-Up Agreement, Escrow Agreement and Voting Agreement. In the event that either or both of the Thresholds are not attained, the Escrowed Shares for the particular year at issue shall be released from escrow and be repurchased by Alpha Bermuda for an aggregate consideration of US $1.00 and then retired and cancelled. For purposes of this Agreement, “ Adjusted Net Income ” means net income as calculated in the preparation of, and disclosed in, Alpha Bermuda’s consolidated audited financial statements (or the Company’s consolidated audited financial statement if the period in question ends prior to the Closing Date) for the period at issue, pursuant to the accounting standard then applicable to Alpha Bermuda, and excluding the following: (i) any liabilities or deferred liabilities of or related to Parent prior to the Business Combination; (ii) any expenses relating to or resulting from being a company listed on a U.S. stock exchange and subject to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); (iii) any expenses relating to or resulting from any share issuance or cash payments contemplated in this Agreement or pursuant to the capital structure of Parent prior to the Closing Date (including the Deferred Stock Payments, the release of any Escrowed Shares, or the payment of warrant exercise proceeds pursuant to Section 11.5 hereof); (iv) any expenses due to actions required by or contemplated in this Agreement (including the D&O tail insurance that Alpha Bermuda will purchase pursuant to Section 14.1 hereof); provided , however , that the calculation should not exclude the costs of the Employment Agreements; (v) any expenses related to the structuring, negotiation or completion of the transactions contemplated by this Agreement; (vi) any liabilities related to or resulting from any action taken by Alpha to amend its Certificate of Incorporation, including but not limited to U.S. securities law liabilities; and (vii) any liabilities related to or resulting from Alpha’s actions in negotiating potential acquisitions of any company other than the Target. Furthermore, if the Surviving Corporation is materially adversely affected as a direct result of (a) fire or explosion to the Company’s premises (not covered by insurance), or (b) labor dispute with its employees, flood, earthquake, acts of war, terrorism, or civil disturbance within the PRC during fiscal year 2009, and such material adverse effect was the sole and direct cause for the Adjusted Net Income for fiscal year 2009 to not reach the Threshold, the Escrow Agreement shall provide that the remaining Escrowed Shares shall be held in escrow for one more year and if the Threshold for fiscal year 2009 was achieved in fiscal year 2010, the remaining Escrowed Shares shall be released to the Selling Shareholders upon such achievement.

5.3 Deferred Stock Payment. In accordance with this Section 5.3 , each Selling Shareholder shall be entitled to receive deferred share payments contingent upon the achievement by Alpha Bermuda of the amounts of Adjusted Net Income set forth below (the “ Deferred Stock Payments ”):

(a) an additional 1 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $19.5 million during the fiscal year ending December 31, 2009, to be allocated among the Selling Shareholders as follows: Splendid International Holdings Pte. Ltd. (63.23%); Bright Strong Investments Limited (6.08%); and Special Result Limited (BVI) (30.69%) (the “ Percentage Allocations ”). Subject to Section 5.3(i) , the applicable Deferred Stock Payment set forth in this Section 5.3(a) shall be issued and delivered to the Selling Shareholders on or prior to the first anniversary of the Closing.

(b) an additional 2 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $26 million during the fiscal year ending December 31, 2010, to be allocated among the Selling Shareholders in accordance with their respective Percentage Allocations. Subject to Section 5.3(i) , the applicable Deferred Stock Payment set forth in this Section 5.3(b) shall be issued and delivered to the Selling Shareholders on or prior to the second anniversary of the Closing.

(c) an additional 3 million newly issued Alpha Bermuda Shares solely and exclusively upon Alpha Bermuda earning Adjusted Net Income of at least U.S. $34 million during the fiscal year ending December 31, 2011, to be allocated among the Selling Shareholders in accordance with their respective Percentage Allocations. Subject to Section 5.3(i) , the applicable Deferred Stock Payment set forth in this Section 5.3(c) shall be issued and delivered to the Selling Shareholders on or prior to the third anniversary of the Closing.

(d) Notwithstanding the foregoing, the issuance by Alpha Bermuda of any Deferred Stock Payments shall be contingent upon there being no breach of the Employment Agreements (as defined in Section 11.6 below) that has had or would have a material adverse effect on Alpha Bermuda’s business, taken as a whole.

(e) All Alpha Bermuda Shares issued pursuant to this Section 5.3 shall be duly authorized, fully paid and nonassessable and issued in compliance with all applicable foreign, federal and state securities laws.

(f) All Alpha Bermuda Shares issued pursuant to this Section 5.3 shall be subject to any lock-up, voting or similar agreement, including the Lock-Up Agreement, including the restrictions on transfer therein set forth, that each Selling Shareholders may be a party to at the time of its receipt of any Alpha Bermuda Shares hereunder.

(g) The number of Alpha Bermuda Shares to be issued in this Section 5.3 shall be adjusted for any share subdivision or consolidation, bonus issue, stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger or consolidation or like capital adjustment affecting the Alpha Shares, Alpha Arizona Shares or Alpha Bermuda Shares.

(h) Objections.

(i) Deferred Stock Payment Statement . Within 45 days after the end of each period set forth in Section 5.3(a), (b) and (c) , Alpha Bermuda shall prepare and furnish to the Selling Shareholders a calculation of the Adjusted Net Income applicable to such period(each, a “ Proposed Deferred Stock Payment Statement ” and, in its final and binding form after resolution of any disputes pursuant to Section 5.3(h)(iii) , an “ Actual Deferred Stock Payment Statement ”).

(ii) The Selling Shareholders shall have a period of 30 days (the “ Objection Period ”) after delivery of each Proposed Deferred Stock Payment Statement in which to provide written notice to Alpha Bermuda of any objections thereto (the “ Objection Notice ”), setting forth in detail the basis for such objection. Such Proposed Deferred Stock Payment Statement shall be deemed to be accepted by the Selling Shareholders, and shall become final and binding on the parties, on the later of the expiration of the Objection Period or the date on which all objections have been resolved by the parties. If the Selling Shareholders and Alpha Bermuda do not resolve any dispute arising in connection with the calculation of the Proposed Deferred Stock Payment Statement, such dispute shall be resolved in accordance with the procedures set forth in Section 5.3(h)(iii) . Each portion of the Deferred Stock Payment to be issued by Alpha Bermuda shall be issued within five Business Days after the applicable Proposed Deferred Stock Payment Statement has been finalized.

(iii) Resolution of Disputes . If Alpha Bermuda and the Selling Shareholders have not been able to resolve a dispute within 30 days after the date of delivery of an Objection Notice (which 30-day period may be extended by written agreement of Alpha Bermuda and the Selling Shareholders), either party may submit such dispute to, and such dispute shall be resolved fully, finally and exclusively through the use of, an independent accounting firm selected by the Combined Board (the “ Auditor ”). If the Auditor is not willing to serve as an independent accounting firm for this purpose, then another independent international accounting firm (the “ Alternate Accounting Firm ”) shall be selected to serve as such by mutual agreement of Alpha Bermuda and the Selling Shareholders. If Alpha Bermuda and the Selling Shareholders cannot mutually agree on the identity of the Alternate Accounting Firm within 15 days following expiration of the Objection Period, such dispute shall be resolved fully and finally in Singapore by an arbitrator with significant accounting experience selected pursuant to, and an arbitration governed by, the UNCITRAL Arbitration Rules of 1976. The fees and expenses of the Auditor, the Alternate Accounting Firm or the arbitrator (the “ Reviewing Party ”) incurred in the resolution of such dispute shall be borne by the parties in such proportion as is appropriate to reflect the relative benefits received by Alpha Bermuda and the Selling Shareholders from the resolution of the dispute. Any arbitration proceeding shall be commenced within 60 days of the date of delivery of the Objection Notice or such other date as specified by Alpha Bermuda and the Selling Shareholders in writing. The Reviewing Party shall determine (and written notice thereof shall be given to Alpha Bermuda and the Selling Shareholders) as promptly as practicable, based solely on written submissions detailing the disputed items and forwarded to it, (x) whether the Proposed Deferred Stock Payment Statement, and the resulting Deferred Stock Payment was prepared in accordance with the terms of this Agreement or, alternatively, (y) only with respect to the disputed items submitted to the Reviewing Party, whether and to what extent (if any) the Proposed Deferred Stock Payment Statement and/or the resulting Deferred Stock Payment require adjustment and a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 5.3(h)(iii) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable foreign and state rules of evidence, and all negotiations, submissions to the Reviewing Party, and arbitration proceedings under this Section 5.3(h)(iii) shall be treated as confidential information. The Reviewing Party shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 5.3(h)(iii) are exclusive and, except as set forth below, the determination of the Reviewing Party shall be final and binding on the parties. The decision rendered pursuant to this Section 5.3(h)(iii) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 5.3(h)(iii) . The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Reviewing Party. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to such enforcement.

(i) Sale of Alpha Bermuda . Alpha Bermuda shall cause any subsequent purchaser in a Sale of the Business (as defined below) to execute a written assumption of the obligations of Alpha Bermuda, under the terms and conditions, set forth in this Section 5.3 . For purposes of this Agreement, “ Sale of the Business ” means any transaction or series of related transactions (whether structured as a stock sale, amalgamation, merger, consolidation, reorganization, asset sale, joint venture or otherwise) which results in the sale or transfer to an unaffiliated third party or group of third parties acting together of (A) all or substantially all of the assets of Alpha Bermuda or (B) beneficial ownership of a majority of the issued and outstanding share capital of Alpha Bermuda. Alpha Bermuda shall provide prompt written notice to the Selling Shareholders upon the consummation of a Sale of the Business.

ARTICLE VI

THE CLOSING

6.1 Closing . The Closing (the “ Closing ” or the “ Business Combination Effective Time ”) of the Merger, Conversion, Share Exchange (together, the “ Business Combination ”) and the other transactions contemplated hereby (the “ Transactions ”) shall take place at the offices of Loeb & Loeb LLP in New York, New York commencing at 9:00 a.m. local time no later than the third Business Day following the satisfaction or waiver of all conditions and obligations of the parties to consummate the Transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective Parties will take at Closing), or on such other date and at such other time as the Parties may mutually determine (the “ Closing Date ”).

6.2 Deliveries of the Parties . At the Closing, (i) the Selling Shareholders shall deliver to the Alpha Parties certificates representing in the aggregate the right, title and interest in and to all the outstanding Target Securities free and clear of all Liens, (ii) the Selling Shareholders shall deliver to the Alpha Parties a copy of resolutions of the board of directors of each such respective entity authorizing the transfer of such Target Securities owned by it, (iii) the Target shall deliver to the Alpha Parties a duly certified copy of the updated register of members of the Target reflecting the acquisition by Alpha Bermuda of the Target Securities, and (iv) Alpha Bermuda shall deliver to the Selling Shareholders duly certified copies of (a) the register of members of Alpha Bermuda reflecting the issuance of the Initial Equity Payment to the Selling Shareholders; (b) the constitutional documents of Alpha Bermuda including its Certificate of Continuance, Memorandum of Continuance and Bye-laws; (c) the Certificate of Deposit of Memorandum of Increase of Share Capital showing sufficient authorized share capital for the Conversion, Share Exchange and Deferred Stock Payments; (d) the Register of Directors and Officers, and shall also deliver to the Selling Shareholders the cash consideration specified in Section 5.1 above.

6.3 Further Assurances . Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the parties shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may be commercially reasonable, to the extent permitted by Law, to fulfill its obligations under this Agreement and to effectuate and consummate the Transactions.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS

Each Selling Shareholder, severally but not jointly, represents and warrants to the Alpha Parties as of the date hereof and as of the Closing as follows:

7.1 Good Title . Such Selling Shareholder is the registered and beneficial owner of the Target Securities appearing opposite its name on Schedule 8.3(b) and has good and marketable title to the Target Securities, with the right and authority to sell and deliver such Target Securities. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Alpha Bermuda as the new owner of such Target Securities in the share register of the Target, Alpha Bermuda will receive good title to such Target Securities, free and clear of all Liens.

7.2 Organization and Standing . Such Selling Shareholder is duly organized, validly existing and in good standing (or such analogous concept as shall be applicable in the relevant jurisdiction) under the Laws of its jurisdiction of incorporation or establishment.

7.3 Authority; Execution and Delivery; Enforceability . Such Selling Shareholder has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by such Selling Shareholder of this Agreement and the consummation by them of the Transactions have been duly authorized and no other corporate proceedings on the part of any such entities are necessary to authorize this Agreement and the Transactions. All action, corporate and otherwise, necessary to be taken by each such Selling Shareholder to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements and all other agreements and instruments delivered by such Selling Shareholder in connection with the Transactions has been duly and validly taken. This Agreement and the Ancillary Agreements to which any such Selling Shareholder is a party have been duly executed and delivered by such party and constitute the valid, binding, and enforceable obligation of each of them, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

7.4 No Conflicts . The execution and delivery of this Agreement or any of the Ancillary Agreements contemplated hereby by such Selling Shareholder and the consummation of the Transactions and compliance with the terms hereof and thereof will not conflict with, or result in any material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the assets and properties of the Target or any of its subsidiaries under any provision of the articles of incorporation or bylaws or corresponding governing documents of the Target or any of its subsidiaries.

7.5 Consents and Approvals . No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with (“ Selling Shareholders’ Required Approvals ”) any third party or any Governmental Authority is required to be obtained or made by or with respect to such Selling Shareholder, in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than those that are made or obtained by the Closing.

7.6 Access to Information . Such Selling Shareholder has been supplied with or has had sufficient access to all information, including financial statements and other financial information of Alpha Bermuda.

7.7 Intent; Accredited Investor; Non-U.S. Person . Such Selling Shareholder has been advised that the offer and sale of Alpha Bermuda Shares has not been registered under the under the Securities Act of 1933, as amended (the “ Securities Act ”) or any other securities laws and, therefore, may not be resold unless they are registered under the Securities Act and applicable securities laws or unless an exemption from such registration requirements is available. Such Selling Shareholder has not been formed solely for the purpose of making this investment and is purchasing the Alpha Bermuda Shares to be acquired by it hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Such Selling Shareholder represents that it is either (a) an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act, or (b) not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act.

7.8 Accuracy of Representations . Such Selling Shareholder understands that the Alpha Bermuda Shares are being and will be sold in reliance on an exemption from the registration requirements of federal and state securities laws, and that Alpha Bermuda is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Selling Shareholder set forth in this Article VII in order to determine the applicability of such exemptions and the suitability of such Selling Shareholder to purchase the Alpha Bermuda Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by Alpha Bermuda, and such Selling Shareholder will notify Alpha Bermuda immediately of any material adverse change in any such representations and warranties which may occur prior to the Closing.

7.9 Transfer Restrictions . All offers and sales of the Alpha Bermuda Shares issued pursuant to Article V above prior to the registration of the Alpha Bermuda Shares under the Securities Act or pursuant to an exemption from registration under the Securities Act shall be made only pursuant to such a registration or such exemption from registration.

7.10 Legends . Such Selling Shareholder agrees that the certificates representing the Alpha Bermuda Shares issued pursuant to Article V above shall contain a legend to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

7.11 Opinion . Such Selling Shareholder will not transfer any or all of the Alpha Bermuda Shares issued to such Selling Shareholder pursuant to Article V above absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Selling Shareholder’s Alpha Bermuda Shares, without first providing Alpha Bermuda with an opinion of counsel (which counsel and opinion are reasonably satisfactory to Alpha Bermuda) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

7.12 Restriction on Disposal of Shares . As a condition to the closing of the transactions contemplated by this Agreement, each Selling Shareholder shall execute a lock-up agreement (the “ Lock-Up Agreement ”) reasonably agreed to by the Parent and the Selling Shareholders, whereby each shall agree that until the one-year anniversary of the Closing, each Selling Shareholder shall not directly or indirectly offer, sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber or dispose of any Alpha Bermuda Shares received by such Selling Shareholder in connection with this Agreement on the Closing Date, including any Escrowed Shares, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Shareholders or any affiliate of the Selling Shareholders, or any person in privity with Selling Shareholders or any affiliate of the Selling Shareholders, directly or indirectly, including the establishment or increase in a put equivalent position or liquidation or decrease in a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) promulgated thereunder (each of the foregoing referred to as a “ Disposition ”). Additional terms and conditions relating to the Disposition of the Alpha Bermuda Shares received by the Selling Shareholders pursuant to this Agreement are set forth in the Lock-Up Agreement. The foregoing restriction is intended to preclude the Selling Shareholders from engaging in any hedging transaction, which is designed to or is reasonably expected to lead to or result in such a Disposition during such periods even if the relevant Alpha Bermuda Shares would be disposed of by someone other than the Selling Shareholders.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In this Agreement, any reference to a “ Material Adverse Effect ” (a) with respect to the Company means any event, change or effect that has had a materially adverse effect to (A) the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of the Company and its subsidiaries, taken as a whole; except for , any event, change or effect resulting from or arising out of or in connection with (i) changes in general economic, industry or market conditions, in each case that do not have a disproportionate effect on the Company relative to other Persons in the industry, (ii) changes in applicable Laws that do not have a disproportionate effect on the Company relative to other Persons in the industry, or (iii) changes arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; or (B) the ability of Company to perform its obligations under, or to consummate the transactions contemplated by this Agreement; and (b) with respect to Parent means any event, change or effect that has had a materially adverse effect to (i) the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such person and its subsidiaries, taken as a whole; or (ii) the ability of Parent to perform its obligations under, or to consummate the transactions contemplated by, this Agreement.

In this Agreement, any reference to the Company’s “ knowledge ” means the actual knowledge after reasonable inquiry of Zhao Guangchun and Zhang Jinguo, the Company’s executive directors (the “ Knowledge Persons ”).

Except as set forth in the disclosure schedule delivered by the Company to Parent concurrently with the execution of this Agreement (the “ Company Disclosure Schedule ”), the Company hereby represents and warrants to Parent, as of the date of this Agreement, as follows:

8.1 Organization, Standing and Power; Key Operating Agreements .

(a) The Company and each of the entities listed on Schedule 8.1(a) of the Company Disclosure Schedule (the “ Subsidiaries ”), is a corporation duly organized, validly existing and in good standing, and no certificates of dissolution have been filed under the Laws of their respective jurisdictions of organization. Each of the Company and its Subsidiaries has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on their respective businesses as presently conducted and to own, hold and operate their respective properties and assets as now owned, held and operated, except where the failure to be so organized, existing and in good standing or to have such authority and power, governmental licenses, authorizations, consents or approvals would not have a Material Adverse Effect. The Company has delivered or made available to Parent a true and correct copy of the Memorandum and Articles of Association of the Company and the organizational documents of each of the Subsidiaries, each as amended to date. Neither the Company nor any of the Subsidiaries is in violation of any of the provisions of its respective MOA, bylaws or equivalent organizational documents.

(b) Attached hereto on Schedule 8.1(b) of the Company Disclosure Schedule are true and correct copies of each of the Company’s key material agreements, vital to its operations and the lack of which will have a Material Adverse Effect on the Company (each a “ Key Operating Agreement ”). Each Key Operating Agreement is a legal, valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect. To the Company’s knowledge, none of the parties to any Key Operating Agreement is in breach or default thereunder. To the Company’s knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time), would (i) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Key Operating Agreement or (ii) permit the Company or any other party to any Key Operating Agreement the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Key Operating Agreement. The Company has not received written notice of the pending or threatened cancellation, revocation or termination of any Key Operating Agreement and there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Key Operating Agreement.

8.2 Subsidiaries . Except for the Subsidiaries, and those entities set forth on Schedule 8.2 , the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The Company is the direct or indirect owner of all outstanding shares of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are owned by the Company free and clear of all Liens, charges, claims or encumbrances or rights of others. Except as set forth in Schedule 8.2 , there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such subsidiary, or otherwise obligating the Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

8.3 Capital Structure .

(a) The issued and fully paid share capital of the Company consists of Singapore Dollars $10,384,870, of which there are issued and outstanding 10,964 ordinary shares. All outstanding Target Securities are duly authorized, validly issued, fully paid and non-assessable and are free of any Liens or encumbrances other than any Liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Memorandum and Articles of Association of the Company or any agreement to which the Company is a party or by which it is bound. There are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company or obligating the Company to grant, extend, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of the Company’s shares (x) between or among the Company and any of its shareholders, and (y) to the best of the Company’s knowledge, between or among any of the Company’s shareholders.

(b) Set forth on Schedule 8.3(b) is the following: (i) the name and address of each person owning any capital stock or other equity interest in the Company; (ii) the certificate number of each certificate evidencing shares of capital stock or any other equity interest issued by the Company, (iii) the number of shares of capital stock or any other equity interest evidenced by each such certificate, (iv) the date of issuance thereof and, in the case of cancellation, the date of cancellation. Each Selling Shareholder represents and warrants that such person has good, valid and marketable title to, all the equity interests of the Company designated on Schedule 8.3(b) as owned by such Selling Shareholder.

8.4 Authority . The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other Laws affecting the rights and remedies of creditors generally and general principles of equity.

8.5 No Conflict . The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby do not and will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (a) any provision of the Memorandum and Articles of Association or bylaws of the Company or any of the organizational documents of its Subsidiaries, as amended, (b) any Law or Governmental Order applicable to the Company, its Subsidiaries or any Selling Shareholder or (c) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to the Company, any of its Subsidiaries or any Selling Shareholder or any of their properties or assets, except where such conflict, violation, default, termination, cancellation or acceleration with respect to the foregoing provisions of (b) and (c) would not have had and would not reasonably be expected to have a Material Adverse Effect on the Company.

8.6 Consents and Approvals . No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“ Governmental Authority ”) is required by or with respect to any Selling Shareholder, the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby and thereby, except for such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on the Company and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

8.7 Financial Statements .

(a) The Target has delivered to Alpha its audited consolidated financial statements for the fiscal years ended December 31, 2006 and 2007 and unaudited consolidated financial statements for the nine month period ended September 30, 2008 (collectively, the “ Target Financial Statements ”) prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated. The Target Financial Statements fairly present in all material respects the financial condition and operating results, change in stockholders’ equity and cash flow of the Target, as of the dates, and for the periods, indicated therein, and are accompanied by an unqualified opinion of a U.S. registered accounting firm qualified to practice before the Public Company Accounting Oversight Board.

(b) The Target does not have any off-balance sheet arrangements except arrangements that do not and would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect to the Target.

(c) To the extent that the Balance Sheet included in the Target Financial Statements (the “ Target Balance Sheet ”) reflects any outstanding loans to or from any stockholders of the Target, all such loans have been repaid or forgiven, as applicable, and are no longer outstanding as of the date hereof, except as set forth in Schedule 8.7(c) of the Company Disclosure Schedule.

8.8 Internal Accounting Controls . The Target has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Officers of the Target have established disclosure controls and procedures for the Target and designed such disclosure controls and procedures to ensure that material information relating to the Target is made known to the officers by others within those entities. Officers of the Target have evaluated the effectiveness of the controls and procedures of the Target. Since September 30, 2008, there have been no significant changes in the internal controls of the Target or in other factors that could significantly affect the internal controls of the Target.

8.9 Absence of Certain Changes . Except as set forth on Schedule 8.9 of the Company Disclosure Schedule, since September 30, 2008 (the “ Company Balance Sheet Date ”), the Company and each of its Subsidiaries, has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or is reasonably likely to result in, a Material Adverse Effect to the Company; (ii) any damage, destruction or loss, or any material interruption in the use of any of the assets of the Company or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect on the Company; (iii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries, which had or would reasonably likely have a Material Adverse Effect on the Company; (iv) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries’ assets; (v) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (vi) any material contract entered into by the Company or any of its Subsidiaries, or any amendment or termination of, or default under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound, which had or would reasonably likely have a Material Adverse Effect on the Company; (vii) any amendment or change to the Memorandum and Articles of Association or bylaws of the Company or any Subsidiary; or (viii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company or its Subsidiaries to any of its directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company’s and its Subsidiaries past practices. Neither the Company nor its Subsidiaries has agreed since the Company Balance Sheet Date to take any of the actions described in the preceding clauses (i) through (viii) and are not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (viii).

8.10 Absence of Undisclosed Liabilities . Except as set forth on Schedule 8.10 of the Company Disclosure Schedule, the Company and the Subsidiaries have no material obligations or liabilities of any nature (matured or unmatured, known or unknown, fixed or contingent) in excess of $100,000 other than (i) those set forth on the Company’s balance sheet as of and for the interim period ended September 30, 2008; (ii) those incurred since the Company Balance Sheet Date and not reasonably likely to result in a Material Adverse Effect to the Company; (iii) those incurred pursuant to the terms of this Agreement; and (iv) those incurred pursuant to the terms of the Material Company Contracts (as defined in Section 8.21 ).

8.11 Litigation . There is no private or governmental action, suit, proceeding, claim, arbitration, audit or, to the Company’s knowledge, investigation (“ Proceeding ”) pending before any agency, court, arbitrator or tribunal, foreign or domestic by or against the Company or any of its Subsidiaries, or any of their respective properties or any of their respective shareholders, officers or directors (in their capacities as such) nor, to the knowledge of the Company, is any such Proceeding threatened against any Selling Shareholder, the Company or its Subsidiaries.

8.12 Restrictions on Business Activities . Except as set forth on Schedule 8.12 of the Company Disclosure Schedule, there is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or reasonably would be expected to have the effect of prohibiting or materially impairing the business or any business practices of the Company or any of its Subsidiaries or any acquisition of property by the Company or any of its Subsidiaries.

8.13 Governmental Authorization . Except as set forth on Schedule 8.13 of the Company Disclosure Schedule, the Company and each of its Subsidiaries have obtained as of the date hereof each governmental consent, license, permit, grant, or other authorization of a Governmental Authority (i) pursuant to which Company or any of its Subsidiaries currently operates or holds any interest in any of its properties or (ii) that is required for the operation of Company’s or any of its Subsidiaries’ business or the holding of any such interest, ((i) and (ii) herein collectively called “ Company Authorizations ”), and all of such Company Authorizations are in full force and effect, except where the failure to obtain or have any of such Company Authorizations or where failure of such Company Authorizations to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Company.

8.14 Title to Property . Except as set forth on Schedule 8.14 of the Company Disclosure Schedule, the Company and its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected in the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business), or in the case of leased properties and assets, valid leasehold interests in, free and clear of all mortgages, Liens, pledges, charges or encumbrances of any kind or character, except (i) the Lien of current taxes not yet due and payable, (ii) such imperfections of title, Liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) Liens securing debt which is reflected on the Company Balance Sheet, and (iv) Liens that in the aggregate would not have a Material Adverse Effect on the Company. The property and equipment of Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, except where the failure to be in good operating condition or repair would not have a Material Adverse Effect. All properties used in the operations of the Company and its Subsidiaries are reflected in the Company Balance Sheet to the extent generally accepted accounting principles require the same to be reflected. Schedule 8.14 of the Company Disclosure Schedule identifies each parcel of real property owned or leased by Company or any of its Subsidiaries.

8.15 Intellectual Property . Except as set forth on Schedule 8.15 of the Company Disclosure Schedule, the Company and its Subsidiaries own, or have a license to use or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, service marks, domain names, copyrights, and any applications therefor, trade secrets, computer software programs, and tangible or intangible proprietary information that is material to the business of the Company and its Subsidiaries (“ Company Intellectual Property ”), except for such failures to have a license to use or possess legally enforceable rights as would not reasonably be expected to have a Material Adverse Effect on the Company.

8.16 Taxes .

(a) For purposes of this Agreement, the following terms have the following meanings: “ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means (i) any levy, impost, net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority (a “ Tax Authority ”) responsible for the imposition of any such tax (domestic or foreign); (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period; and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee of or successor to any person, by contract or otherwise. “ Tax Return ” means any return, declaration, election, statement, report or form (including, without limitation, claims for refunds or credits, estimated Tax returns and reports, withholding Tax returns and reports and information reports and returns) filed or required to be filed with a Tax Authority with respect to Taxes.

(b) The Company and each of its Subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns that are or were required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received any written notice of unpaid Taxes claimed to be due by a Tax Authority in any jurisdiction or any written claim for additional Taxes for any period for which Tax Returns have been filed, except to the extent that any failure to pay such Taxes, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(c) The Company is not aware of any unresolved controversies relating to the Taxes or Tax Returns of the Company for which it has received a written notice from any Governmental Authority seeking to conduct an audit or examination of the Tax Returns of the Company or any of its Subsidiaries (except for any general audits or examinations routinely performed by such Governmental Authority) or making material claims or assessments with respect to any Taxes for any period. The Company has delivered and made available to Parent correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed by, assessed against or agreed to by the Company or any of its Subsidiaries for the last five years.

(d) The Company’s consolidated financial statements reflect an adequate reserve for all Taxes payable by the Company and each of its Subsidiaries (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all taxable periods and portions thereof through the date of such financial statements. Neither the Company nor any of its Subsidiaries is a party to nor is it bound by any Tax indemnity, Tax sharing or similar agreement pursuant to which the Company or any of its Subsidiaries has or will have material liabilities for any Taxes of any other Person. No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(e) Neither the Company nor any of its Subsidiaries (i) is currently engaged in a trade or business within the United States sufficient to subject it to taxation on its U.S. source income under Section 881 et seq. of the Internal Revenue Code of 1986, as amended (the “ Code ”), (ii) is created or organized under the laws of the United States or any state thereof, or (iii) owns or has ever owned any “United States real property interests” as that term is defined in Section 897 of the Code.

8.17 Employee Benefit Plans . Except as set forth on Schedule 8.17 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries maintains or has maintained any employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) providing material benefits to any active or former employee, director or consultant of the Company or any of its Subsidiaries, or any trade or business (whether or not incorporated) which is under common control with the Company or any of its Subsidiaries, with respect to which the Company or any of its Subsidiaries has or would reasonably be expected to have any material liability. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of the Company or any of its Subsidiaries.

8.18 Labor Matters . Except as set forth in Schedule 8.18 of the Company Disclosure Schedule, (a) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary; (b) the Company and each Subsidiary are currently in compliance in all material respects will all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority; (c) there is no material claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s knowledge, threatened before any Governmental Authority with respect to any Person currently or formerly employed by the Company or any Subsidiary; and (d) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, and Governmental Authority relating to employees or employment practices.

8.19 Interested Party Transactions . Except as disclosed in Schedule 8.19 of the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries is indebted to any director, officer or Selling Shareholder of the Company or any of its Subsidiaries (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses), and no such person is indebted to the Company or any of its Subsidiaries and there are no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K under the Securities Act and the Exchange Act.

8.20 Insurance . Set forth on Schedule 8.20 of the Company Disclosure Schedule is a complete list of all insurance policies which the Company or any of its Subsidiaries maintains with respect to its business or the operations, properties or employees. The Company and each of its Subsidiaries has paid all premiums due under said policies and such policies are in full force and effect. Such policies are written by reputable insurers, provide adequate coverage for all normal risks incident to the assets, properties and business operations of the Company and each of its Subsidiaries and of a character and amount at least equivalent to coverage carried or maintained by persons or entities engaged in the same business as the Company and each of its Subsidiaries or in businesses subject to the same or similar perils, hazards or risks, except as would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received any written notice of, and the Company is otherwise aware of, any facts indicating a likelihood of the cancellation of any such insurance policies prior to its scheduled termination date.

8.21 Material Company Contracts .

(a) The Company has made available to the Parent, prior to the date of this Agreement, true, correct and complete copies of each agreement, contract, arrangement, lease, commitment or otherwise of the type set forth below (each, a “ Material Company Contract ”), including each amendment, supplement and modification relating thereto to which the Company or any Subsidiary is a party.

(i) each contract, agreement, invoice, and other arrangement, for the furnishing of services to, or the sale of property to, the Company or any Subsidiary under the terms of which the Company or any Subsidiary: (A) is likely to pay or otherwise give consideration of more than $500,000 in the aggregate during the calendar year ended December 31, 2008, (B) is likely to pay or otherwise give consideration of more than $500,000 in the aggregate over the remaining term of such contract, or (C) cannot be cancelled by the Company or any Subsidiary without penalty or further payment and without more than 30 days’ notice;

(ii) each contract, agreement, invoice, and other arrangement for the furnishing of services by the Company or any Subsidiary that: (A) is likely to involve consideration of more than $500,000 in the aggregate during the calendar year ending December 31, 2008 or (B) is likely to involve consideration of more than $500,000 in the aggregate over the remaining term of the contract;

(iii) all agreements or letters of intent relating to the acquisition of any business enterprise whether by acquisition of stock, acquisition of assets, joint venture or merger or other form of business combination;

(iv) any broker, distributor, dealer, manufacturer’s representative, agency, sales promotion, market research, marketing, consulting and advertising contract and agreement to which the Company or any Subsidiary is a party and which involves consideration of more than $250,000 in the aggregate over the remaining term of the contract;

(v) all management contracts and contracts with independent contractors or consultants (or similar arrangements) to which the Company or any Subsidiary is a party and which is likely to involve consideration of more than $500,000 over the remaining term of the contract in the aggregate;

(vi) all contracts and agreements relating to indebtedness of the Company or any Subsidiary in an amount in excess of $100,000 individually;

(vii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party;

(viii) all contracts and agreements that limit or purport to limit the ability of any Selling Shareholder, the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or during any period of time;

(ix) all contracts and agreements between or among the Company or any Subsidiary, on the one hand, and the Selling Shareholders or any affiliate thereof, on the other hand;

(x) any lease pursuant to which the Company or any Subsidiary leases any material real property and which requires annual payments in excess of $500,000;

(xi) any shareholder agreement, registration rights agreement, voting agreement or other agreement governing the rights of the holders of any equity security issued by the Company or any Subsidiary; and

(xii) all other contracts and agreements, whether or not made in the ordinary course of business, the absence of which would have a Material Adverse Effect.

(b) Each Material Company Contract is a legal, valid and binding agreement, and is in full force and effect, and (a) none of the Company nor its Subsidiaries is in breach or default of any Material Company Contract to which it is a party in any material respect; (b) no event has occurred or circumstance has existed that (with or without notice or lapse of time), would reasonably be expected to (i) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Company Contract or (ii) permit the Company, any Subsidiary or any other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Company Contract; (c) neither the Company nor its Subsidiaries have received written notice of the pending or threatened cancellation, revocation or termination of any Material Company Contract to which it is a party; and (d) there are no renegotiations of, or attempts to renegotiate by the Company or any of its Subsidiaries, or outstanding rights to renegotiate any material terms of any Material Company Contract.

8.22 Compliance With Laws . Each of the Company and each of its Subsidiaries has, since January 1, 2006, complied with, is not presently in violation of, and has not received any written notices of violation with respect to, any Law applicable thereto or to the conduct, ownership or operation of their respective businesses, except for such violations or failures to comply as would not be reasonably expected to have a Material Adverse Effect on the Company.

8.23 Foreign Corrupt Practices Act . Neither the Company, nor any of its Subsidiaries is subject to the Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company nor its Subsidiaries, nor any director, officer, key employee, or other person associated with or acting on behalf of the Company or its Subsidiaries has committed any acts or omissions which would constitute a material breach of criminal Laws relevant to the Company or its Subsidiaries, including but not limited to corruption Laws.

8.24 Money Laundering Laws . To the Company’s Knowledge, the operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with all applicable money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no Proceeding involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

8.25 Governmental Inquiry . Since January 1, 2006, neither the Company nor its Subsidiaries has received any material written inspection report, questionnaire, inquiry, demand or request for information from a Governmental Authority in connection with a suspected violation of applicable Law.

8.26 Minute Books . The minute books of the Company and its Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and shareholders or actions by written consent of Company and its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

8.27 Real Property . Except as set forth on Schedule 8.27 of the Company Disclosure Schedule, none of the Company nor any Subsidiary owns any real property.

8.28 Brokers’ and Finders’ Fees . The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement.

8.29 Consent Required . The consent of the Company’s shareholders holding a majority of the outstanding shares of Target Securities are the only consents of the holders of any of Company’s capital stock necessary to approve this Agreement and the transactions contemplated hereby. Such consents have been obtained.

8.30 Board Approval . The Board of Directors of the Company has (a) approved this Agreement and the Business Combination, (b) determined that this Agreement and the Business Combination are advisable and in the best interests of the stockholders of Company and are on terms that are fair to the shareholders and (c) recommends that the shareholders of Company approve this Agreement and consummation of the Business Combination.

8.31 Additional PRC Representations and Warranties .

(a) All material consents, approvals, authorizations or licenses requisite under PRC Law for the due and proper establishment and operation of the Target and its Subsidiaries have been duly obtained from the relevant PRC Governmental Authority and are in full force and effect, except for those consents, approvals, authorizations or licenses, the lack of which would not cause a Material Adverse Effect on the Company.

(b) All filings and registrations with the PRC Governmental Authorities required in respect of the Target and its Subsidiaries and their respective operations including, without limitation, the registration with and/or approval by the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau and customs offices and other PRC Governmental Authorities that administer foreign investment enterprises have been duly completed in accordance with the relevant PRC rules and regulations, except where the failure to complete such filings and registrations does not, and would not, individually or in the aggregate, have a Material Adverse Effect.

(c) The Target and its Subsidiaries have complied with all relevant PRC Laws and regulations regarding the contribution and payment of their registered share capital, the payment schedules of which have been approved by the relevant PRC Governmental Authority.

(d) Neither the Target nor any of its Subsidiaries is in receipt of any letter or notice from any relevant PRC Governmental Authority notifying it of the revocation, or otherwise questioning the validity, of any licenses or qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for non-compliance with the terms thereof or with applicable PRC Laws, or the need for compliance or remedial actions in respect of the activities carried out by the Target or any of its Subsidiaries, except where the notice or the letter does not, and would not, individually or in the aggregate, have a Material Adverse Effect.

(e) The Target and its Subsidiaries have conducted their respective business activities within the permitted scope of business or have otherwise operated their respective businesses in compliance, in all material respects, with all relevant legal requirements and with all requisite licenses and approvals granted by competent PRC Governmental Authorities, except where such non-compliance has not had and would not reasonably be expected to have, resulted in a Material Adverse Effect on the Target. As to licenses, approvals and government grants and concessions requisite or mater

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