China Advanced Construction Materials Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

TERMINATION OF AGREEMENT AND PLAN OF MERGER 

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated
as of July 9, 2012 (the “Agreement”), by and among Novel Gain
Holdings Limited, a British Virgin Islands company ("Parent"), CACMG
Acquisition, Inc., a Delaware corporation and a wholly owned, direct subsidiary
of Parent ("Merger Sub"), China Advanced Construction Materials Group,
Inc., a Delaware corporation ("Company"), Mr. Xianfu Han (“Han”)
and Mr. Weili He (“He”) (Parent, Merger Sub, Company, Han and He shall
collectively be referred to hereinafter as the "Parties"). All
capitalized terms used and not otherwise defined herein have the meanings
ascribed to them in the Merger Agreement. 

RECITALS 

WHEREAS, the Parties have entered into that certain Agreement
and Plan of Merger, dated as of October 24, 2011 (the “Merger
Agreement”);

WHEREAS, all Parties hereto have determined that all of the
conditions required to consummate the Merger cannot be satisfied;

WHEREAS, the Special Committee (with authority delegated by the
Board) and the Board have determined that it is in the best interests of the
Company and its stockholders to terminate the Merger Agreement in accordance
with this Agreement;

WHEREAS, each of the Boards of Directors of Parent and Merger
Sub, Han and He have determined that it is in their respective best interests to
terminate the Merger Agreement in accordance with this Agreement; and

WHEREAS, accordingly, the Parties desire to terminate the
Merger Agreement as set forth below:

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Parent, Merger Sub, Han, He and the Company hereby agree as follows:

	1. 	
      The Merger Agreement is hereby terminated and is of no
      further force or effect.

	 	 
	2. 	
      The Merger Agreement is terminated in accordance with
      Section 8.1(a) of the Merger Agreement. As a result, the Merger Agreement
      is void and there shall be no liability on the part of any party thereto
      or their respective affiliates or directors, officers, employees, agents
      or representatives of any of them, and all rights and obligations of each
      party thereto shall cease.












	
3. 		
No Company Termination Fee or reimbursement of expenses is due and owing by the Company to Parent, Merger Sub, Han or He, and none shall be paid. In addition, no Parent Termination Fee or reimbursement of expenses are due and
owing to the Company and none shall be paid by Parent, Merger Sub, Han or He.

	
	 	 
	
4. 		
This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Delaware without regard to the conflict of laws principles thereof.

	
	 	 
	
5. 		
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.

	
	 	 
	
6. 		
If any part or any provision of this Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of such
invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement.

	
	 	 
	
7. 		
This Agreement may be modified only by a written document signed by the Parties hereto. No waiver of this Agreement or any of the promises, obligations, terms or conditions hereof shall be valid unless it is written and signed by
the Party against whom the waiver is to be enforced.

	
	 	 
	
8. 		
The Parties cooperated in the drafting of this Agreement, therefore, in the construction of this Agreement, the provisions hereof shall not be construed against any Party. This Agreement contains the complete understanding and
agreement between the Parties hereto.

	








IN WITNESS WHEREOF, the
Prties hereto have caused this Agreement to be duly executed and delivered as of
the date first above written. 

		NOVEL GAIN HOLDINGS LIMITED
      
			
	 	 	 
	 	  	  
	 	By: 	/s/ Xianfu
      Han                         
      
	 	Name: 	Xianfu Han 
	 	Title: 	  
	 	  	  
	 	  	  
	 	CACMG ACQUISITION, INC. 
	 	  	  
	 	  	  
	 	By: 	/s/ Xianfu
      Han                         
	 	Name: 	Xianfu Han 
	 	Title: 	  
	 	  	  
	 	  	  
		CHINA ADVANCED CONSTRUCTION
      MATERIALS GROUP, INC. 
	 	  	  
	 	  	  
	 	By: 	/s/ Tao
      Jin                                 
	 	Name:   	Tao Jin 
	 	Title: 	Director 
			
	 	   	  
	 	 
	 	XIANFU HAN 
	 	 	 
	 	   	  
	 	By: 	/s/ Xianfu
      Han                          
	 	  	  
	 	  	  
	 	WEILI HE 
	 	  	  
	 	  	  
	 	By: 	/s/ Weili
      He                             
       


SIGNATURE PAGE TO THE TERMINATION OF AGREEMENT AND PLAN OF
MERGER