**Exhibit 2.1**

***Delaware***

*The First State*

* *

*I, HARRIETSMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFYTHE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICHMERGES:*

*“**CHINAPRECISION STEEL, INC.**”**,**A COLORADO CORPORATION,*

*WITH AND INTO**“**CHINAPRECISION STEEL, INC.**”**UNDER THE NAME OF**“**CHINA PRECISION STEEL, INC.**”,**A CORPORATIONORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED ANDFILED IN THIS OFFICE THE SIXTEENTH DAY OF NOVEMBER, A.D.**2007,**AT 10:04 O’CLOCK A.M.*

*A FILED COPY OF THISCERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.*

 

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**STATE OF DELAWARECERTIFICATE OF OWNERSHIP AND MERGERMERGINGCHINA PRECISION STEEL, INC., a Colorado corporationINTOCHINA PRECISION STEEL, INC., a Delaware corporation**

(Parent into subsidiary pursuant to Section 253of the General Corporation Law of Delaware)

China Precision Steel, Inc. (the “Corporation”),a corporation organized and existing under the laws of the State of Colorado;

 

**DOES HEREBY CERTIFY:**

 

**FIRST:**  Thatit was organized on the 25th day of June, 1997, pursuant to theColorado Business Corporation Act, the provisions of which permit the merger ofa corporation of organized and existing under the laws of said state with acorporation of another state.

 

**SECOND:** That it owns all of the capital stock of China Precision Steel, Inc., a Delawarecorporation (the “Subsidiary”), a corporation incorporated on the 13thday of September, 2007, pursuant to the General Laws of the State of Delaware.

 

**THIRD:**  Thatits Board of Directors at a meeting held on September 7, 2007 determined tomerge the corporation into said Subsidiary, and did adopt the followingresolutions:

 

**RESOLVED:**                                   that the Board hereby deems amerger of the Corporation, pursuant to the Delaware General Corporation Law, asamended (the “DGCL”) and the Colorado Business CorporationAct, as amended (the “CBCA”), with and into a Delaware corporation,advisable and in the best interests of the Corporation; and

**FURTHER**

**RESOLVED:**                                      that the Board hereby adopts theAgreement and Plan of Merger by and between the Subsidiary and the Corporationsubstantially in the form presented to the Board (the “Merger Agreement”), pursuant to which the Corporationwould merge with and into the Subsidiary upon the terms and conditions setforth in the Merger Agreement, and recommends that the stockholders of theCorporation approve it; and

**FURTHER**

**RESOLVED:**                                      thatthe Subsidiary shall provide for the pro rata issuance of its stock to theholders of the stock of the Corporation upon the merger of the Subsidiary andthe Corporation.

 

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**FURTHER**

**RESOLVED:**                                   thatthe officers of the Corporation are hereby authorized and directed (i) to submitthe Merger Agreement to the stockholders for approval, and (ii) upon suchapproval that the Corporation and its executive officers be, and each of themhereby is, authorized and directed to execute and deliver, for and on behalf ofthe Corporation, the Merger Agreement, and to take any and all such actions andfile such documents as may benecessary or advisable to effect the transactions contemplated by theseresolutions; and  

 

**FURTHER**

**RESOLVED:**                                      that the officers of the Corporation, or any ofthem, be, and hereby are, authorized, empowered and directed to take any and all actions and to execute anddeliver any and all documents and instruments, in the name and on behalf of theCorporation, andunder its corporateseal or otherwise, and to do any and all things they deem necessary oradvisable to carry out the intent of the foregoing resolutions.

**FOURTH:**  That this merger has been approved by theholders of at least a majority of the outstanding shares of capital stock ofthe Corporation, as of November12, 2007.

**IN WITNESS WHEREOF,**said parent corporation has caused thisCertificate to be signed by an authorized officer this 16th day of November,2007.
|   | By:    | /s/ Li Wo Hing          |   |
|--------|--------|-------------------------|--------|
|   |   | (Authorized Officer)    |
|   |   |
|   | Name:  | Li Wo Hing              |
|   | Title: | Chief Executive Officer |
|        |        |                         |        |  |

 

 

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