AMENDED AND RESTATED MERGER AGREEMENT

MERGER AGREEMENT

This Amended and Restated Merger Agreement (the “ Agreement ”) is made and entered into as of October 14, 2008 by and among Wincroft, Inc., a corporation formed under the laws of the State of Nevada (“ WCRF ”), Apollo Solar Energy, Inc, a corporation newly formed under the laws of the State of Nevada and a wholly owned subsidiary of WCRF (the “ Merger Sub ”), and Apollo Solar Energy, Inc., a corporation formed under the laws of the State of Delaware (“ Apollo ”).  Each of WCRF, the Merger Sub and Apollo is referred to herein individually as a “ Party ” and all are referred to collectively as the “ Parties .”

PREAMBLE

WHEREAS , the parties hereto entered into that certain merger agreement (the “ Prior Agreement ”) dated as of August 8, 2008 in connection with the Merger and wish to amend and restate the Prior Agreement in its entirety by virtue of this Agreement;

WHEREAS , Apollo owns 100% of the equity of Sichuan Apollo Solar Science and Technology Co. Ltd. (“ Sichuan Apollo ”), a wholly foreign-owned enterprise (WOFE) organized under the laws of the People’s Republic of China (“ Sichuan Apollo ”);

WHEREAS , the Boards of Directors of each of WCRF, Merger Sub and Apollo have determined that a business combination between Apollo and Merger Sub through the statutory merger of Merger Sub with and into Apollo (the “ Merger ”), is advisable and in the best interests of their respective companies and stockholders and in furtherance thereof have approved the Merger; and

WHEREAS , pursuant to the Merger, all issued and outstanding shares of common stock of Apollo, $0.0001 par value (the “ Apollo Shares ”), shall be cancelled and converted into the right to receive shares of WCRF Common Stock, $0.001 par value (“ Merger Shares ”), at the rate set forth herein, which shall represent 96.87% of the voting stock of WCRF after the Merger;

NOW, THEREFORE , in consideration of the premises and the mutual covenants, representations and warranties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquired Entities ” means Apollo and Sichuan Apollo collectively.

“ Applicable Law ” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Merger and/or the Parties.

“ Apollo Shares ” has the meaning set forth in the Preamble.

“ Closing ” has the meaning set forth in Section 1.02.

“ Dissenting Shares ” has the meaning set forth in Section 1.01(c)(ii).

“ DGCL” means the Delaware General Corporation Law.

“ Effective Time ” has the meaning set forth in Section 1.03.

“Knowledge” means, in the case of WCRF or Apollo, a particular fact or other matter of which its Chief Executive Officer or Chief Financial Officer is actually aware or which a prudent individual serving in such capacity could be expected to discover or otherwise become aware of in the course of conducting a reasonable review or investigation of the corporation and its business and affairs.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any other restrictions or limitations of any nature whatsoever.

“ Merger ” has the meaning set forth in the Preamble.

“ Merger Shares ” has the meaning set forth in the Preamble.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

“ NGCL” means the Nevada General Corporation Law.

“ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“ Surviving Entity ” shall mean Apollo as the surviving entity in the Merger as provided in Section 1.03.

“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, 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 with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above 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 clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“ Tax Return ” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

ARTICLE I

THE MERGER

Subject to the terms and conditions set forth in this Agreement and in accordance with applicable provisions the DGCL and the NGCL, at the Effective Time, all Apollo Shares shall be cancelled and converted into the right to receive the Merger Shares. In connection therewith, the following terms shall apply:

(i)    Conversion of Apollo Securities . At the Effective Time, by virtue of the Merger and without any action on the part of WCRF, Apollo or the Merger Sub, or the holders of any of their respective securities:

(A)   Each of the issued and outstanding shares of common stock of Apollo immediately prior to the Effective Time shall be canceled and extinguished and each shall be converted automatically into the right to receive Four Thousand (4,000) Merger Shares.  The allocation of the Merger Shares among the shareholders of Apollo is set forth in Schedule 1.01 hereto.

(B)   All Apollo Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares to be issued pursuant to this Section 1.01(a)(i) upon the surrender of such certificate in accordance with Section 1.07.

(C)   The Merger Shares shall represent 96.87%, on a fully diluted basis, of the voting stock of all classes of issued and outstanding stock of WCRF at the Effective Time.

(ii)    Conversion of Merger Sub Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Apollo, WCRF, the Merger Sub, or the holders of any of their respective securities, each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Entity and the Surviving Entity shall be a wholly owned subsidiary of WCRF.   The shares of common stock of the Surviving Entity so issued in such conversion shall constitute the only outstanding shares of capital stock of the Surviving Entity.

(b)    Exemption from Registration . The Parties intend that the issuance of the Merger Shares to Apollo shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

          (c)            Shares Subject to Appraisal Rights .

The closing of the Merger (the “ Closing ”) will take place as soon as practicable after the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as WCRF and Apollo shall agree (the “ Closing Date ”), but in any event no later than October 31, 2008, unless extended by a written agreement of WCRF and Apollo.   The Closing shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, or at such other location as the parties hereto agree.

At the Effective Time, and subject to and upon the terms and conditions of this Agreement, Merger Sub shall merge with and into Apollo in accordance with the applicable provisions of the DGCL and the NGCL, the separate corporate existence of Merger Sub shall cease and Apollo shall continue as the Surviving Entity. The Effective Time shall occur upon the later of (a) the filing with the Secretary of State of the State of Nevada of a Certificate of Merger, executed in accordance with the applicable provisions of the NGCL and (b) the filing with the Secretary of State of the State of Delaware of a Certificate of Merger, executed in accordance with the applicable provisions of the DGCL (the “ Effective Time ”). The date on which the Effective Time occurs is referred to as the “ Effective Date .” Provided that this Agreement has not been terminated pursuant to Article VI, the Parties will cause the Certificates of Merger to be filed as soon as practicable after the Closing.

The Merger shall have the effect set forth in Section 92A.250 of the Nevada Revised Statutes. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of Apollo and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of Apollo and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity.

Pursuant to the Merger:

(a)   The Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Entity immediately following the Merger.

(b)   The directors and officers of Apollo immediately prior to the Merger shall be the directors and officers of the Surviving Entity subsequent to the Merger.

The Merger Shares issued pursuant to the Merger will not be registered under the Securities Act or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) WCRF receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for WCRF, that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the Merger Shares which are being issued hereunder shall contain a legend substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR WINCROFT, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR WINCROFT, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

(a)            Exchange of Certificates .  After the Effective Time, the holders of the Apollo Shares shall be required to surrender all their Apollo Shares to the Exchange Agent, and the holders shall be entitled upon such surrender to receive in exchange therefor certificates representing the proportionate number of Merger Shares into which the Apollo Shares theretofore represented by the stock certificates so surrendered. Until so surrendered, each outstanding certificate that, prior to the Effective Time, represented Apollo Shares shall be deemed for all corporate purposes, subject to the further provisions of this Article I, to evidence the ownership of the number of whole Merger Shares for which such Apollo Shares have been so exchanged. No dividend payable to holders of Merger Shares of record as of any date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented Apollo Shares, until such certificate or certificates representing all the relevant Apollo Shares, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

(b)            Exchange Procedures.

(c)    Full Satisfaction of Rights . All Merger Shares for which the Apollo Shares shall have been exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the Apollo Shares.

(d)    Exchange of Certificates . All certificates representing Apollo Shares converted into the right to receive Merger Shares pursuant to this Article I shall be furnished to WCRF subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement.

(e)    Closing of Transfer Books . On the Effective Date, the stock transfer book of Apollo shall be deemed to be closed and no transfer of Apollo Shares shall thereafter be recorded thereon.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF WCRF AND MERGER SUB

WCRF and, where applicable, the Merger Sub hereby jointly and severally represent and warrant to Apollo, as of the date of this Agreement, as of the Closing Date and as of the Effective Time except at otherwise indicated, and except in each case as disclosed in the WCRF disclosure letter delivered as of the date hereof, as follows:

WCRF is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement.   Each of WCRF and Merger Sub has the power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on WCRF. WCRF has delivered or made available to Apollo a true and correct copy of the Articles of Incorporation (the “ Articles of Incorporation ”), and the Bylaws, or other charter documents, as applicable, of WCRF and Merger Sub, each as amended to date. Neither WCRF nor Merger Sub is in violation of any of the provisions of its respective charter or bylaws or equivalent organization documents. 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 WCRF or Merger Sub, or otherwise obligating WCRF or Merger Sub to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. WCRF 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.

WCRF owns all of the outstanding capital stock of the Merger Sub . All of the outstanding shares of capital stock of Merger Sub are owned by WCRF free and clear of all liens, charges, claims or encumbrances or rights of others.   Other than its ownership of the Merger Sub, WCRF does not have an ownership interest in any Person.   Merger Sub is a recently formed corporation and prior to the date hereof and through the Effective Date, Merger Sub has not and shall not have conducted any business operations, become a party to any agreements, or incurred any liabilities or obligations.

(a)   There are 125,000,000 shares of capital stock of WCRF authorized, consisting of 100,000,000 shares of common stock, $.001 par value per share (the “ WCRF Common Shares ”), and 25,000,000 shares of preferred stock, $0.001 par value per share (“ WCRF Preferred Shares”). As of the date of this Agreement, there are 555,013 WCRF Common Shares issued and outstanding, and no WCRF Preferred Shares outstanding.

(b)   No WCRF Common Shares or WCRF Preferred Shares have been reserved for issuance to any Person.   There are no contracts, commitments or agreements relating to voting, purchase or sale of WCRF’s capital stock (i) between or among WCRF and any of its stockholders and (ii) to the best of WCRF’s knowledge, between or among any of WCRF’s stockholders.

(c)   All outstanding WCRF Common Shares are validly issued, fully paid, non-assessable, not subject to pre-emptive rights and have been issued in compliance with all state and federal securities laws or other Applicable Law.

The execution, delivery, and performance of this Agreement by each of WCRF and Merger Sub has been duly authorized by all necessary corporate and shareholder action, and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of each of WCRF and the Merger Sub, enforceable against each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by WCRF and Merger Sub will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, WCRF's or Merger Sub’s Articles of Incorporation, or either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which WCRF is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to WCRF or Merger Sub.  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 Entity ”) is required by or with respect to WCRF or Merger Sub in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby and thereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.03; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iii) such filings, if any, as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“ HSR ”); and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on WCRF and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

WCRF has made available to Apollo a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by WCRF since July 11, 2008, and, prior to the Effective Time, WCRF will have furnished or made available to Apollo true and complete copies of any additional documents filed with the SEC by WCRF prior to the Effective Time (collectively, the “ WCRF SEC Documents ”). WCRF has timely filed all forms, statements and documents required to be filed by it with the SEC since July 11, 2008. In addition, WCRF has made available to Apollo all exhibits to the WCRF SEC Documents filed prior to the date hereof, and will promptly make available to Apollo all exhibits to any additional WCRF SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the WCRF SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither WCRF nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the WCRF SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the WCRF SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed WCRF SEC Document. The financial statements of WCRF, including the notes thereto, included in the WCRF SEC Documents (the “ WCRF Financial Statements ”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-QSB, as permitted by Form 10-QSB of the SEC). The WCRF Financial Statements fairly present the financial condition and operating results of WCRF at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

 There has been no change in WCRF accounting policies since June 30, 2008 except as described in the notes to the WCRF Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since August 31, 2002, was accompanied by the certifications required to be filed or submitted by WCRF’s chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Since June 30, 2008, neither WCRF nor, to the knowledge of the WCRF, any director, officer, employee, auditor, accountant or representative of WCRF or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of WCRF or their respective internal accounting controls, including any complaint, allegation, assertion or claim that WCRF has engaged in questionable accounting or auditing practices, except for (A) any complaint, allegation, assertion or claim as has been resolved without any resulting change to WCRF’s accounting or auditing practices, procedures methodologies or methods of WCRF or its internal accounting controls and (b) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of WCRF’s financial statements and periodic reports. To the knowledge of WCRF, no attorney representing WCRF, whether or not employed by WCRF, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by WCRF or any of its officers, directors, employees or agents to the Board of Directors of WCRF or any committee thereof or to any director or officer of WCRF. To the knowledge of WCRF, no employee of WCRF has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

Since June 30, 2008,

(a)   there has not been any Material Adverse Change in the business, operations, properties, assets, or condition of WCRF;

(b)   WCRF has not (i) amended its Articles of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or exchanged or redeemed, or agreed to exchange or redeem, any outstanding capital stock; (iii) made any material change in its method of management, operation, or accounting; (iv) entered into any material transaction; or (v) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(c)   WCRF has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (ii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent WCRF balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any material assets, properties, or rights, or canceled, or agreed to cancel, any material debts or claims; or (iv) made or permitted any material amendment or termination of any contract, agreement, or license to which it is a party.

WCRF has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet included in WCRF’s Quarterly Report on Form 10-KSB for the year ended June 30, 2008 (the “ WCRF Balance Sheet ”), (ii) those incurred in the ordinary course of business and not required to be set forth in the WCRF Balance Sheet under GAAP, (iii) those incurred in the ordinary course of business since the WCRF Balance Sheet date and not reasonably likely to have a Material Adverse Effect on WCRF, and (iv) those incurred in connection with this Agreement.

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, c