Deed of Termination and Mutual Release



 Exhibit 10.1 
 Dated 29 April 2009 
 China Holdings Acquisition Corp. 
 and 
 World Sharehold Limited

 and 
 Wang Wei Yao 

 and 
 Shao Jian Jun 

 DEED OF TERMINATION AND MUTUAL RELEASE 







 TABLE OF CONTENTS 
  


			
	  	  	Page
	Contents	  	
		
	 1.      Definitions and Interpretation
	  	1
		
	 2.      Effective Date and Termination
	  	2
		
	 3.      Termination of the Deed of Undertaking
	  	2
		
	 4.      Acknowledgment and Confirmation
	  	3
		
	 5.      Mutual Release
	  	3
		
	 6.      Third Party Rights
	  	3
		
	 7.      Notices
	  	4
		
	 8.      Execution
	  	5
		
	 9.      Governing Law etc.
	  	5

  

 i 








 This Deed of Termination and Mutual Release is made on 29 April 2009 between: 
  

	(1)	China Holdings Acquisition Corp., a company organized under the laws of Delaware, United States of America whose principal office is at 1000 N. West Street, Suite 1200,
Wilmington, DE 19801, U.S.A. (“CHAC”); 

  

	(2)	World Sharehold Limited (Company Registration Number: 575688), a company incorporated in the British Virgin Islands whose registered address is at TrustNet Chambers, P.O. Box
3444, Road Town, Tortola, British Virgin Islands (“WSL”); 

  

	(3)	Wang Wei Yao, whose address is at Room 302, Unit 1, Block 4, Jinguyuan Small District, Danyang City, Jiangsu Province, People’s Republic of China
(“Wang”); and 

  

	(4)	Shao Jian Jun, whose address is at Yimin Road, Danyang, Jiangsu, People’s Republic of China (“Shao”). 

 Whereas: 
  

	(A)	The Parties entered into the Deed of Undertaking (as defined below) pursuant to which CHAC agreed to make the Offer (as defined below) and the Sellers agreed to accept the
Offer in respect of all the Shares (as defined below) held by them upon the satisfaction of certain pre-conditions. 

  

	(B)	The Parties have elected to terminate the Deed of Undertaking on the terms and subject to the conditions of this Deed. 

 Now this Deed Witnesseth as follows: 
  

	1.	Definitions and Interpretation 

  

	1.1	In this Deed, unless the context otherwise requires, the provisions in this Clause 1.1 apply: 

 “Common Stock” means the common stock of CHAC, USD$0.001 par value per share; 
 “Company” means Bright World Precision Machinery Limited (Company Registration Number. 200409453N), a company incorporated in Singapore
whose registered address is at 36 Robinson Road, #17-01 City House, Singapore 068877; 
 “Deed of Undertaking” means the deed
of undertaking dated 20 July 2008 and amended on 24 October 2008 entered into between the Parties, and as the same may be amended, varied or supplemented from time to time; 
 “Effective Date” means 3 April 2009; 
 “Founders” has the meaning given to it in the Founders’ Agreement; 
 “Founders’ Agreement” means the letter agreement dated 24 October 2008 entered into between CHAC and the Founders, and agreed and acknowledged by WSL; 
  

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 “Obligations” has the meaning given to it in the Deed of Undertaking; 
 “Offer” has the meaning given to it in the Deed of Undertaking; 
 “Parties” means CHAC, WSL, Wang and Shao, and “Party” shall mean any of them; 
 “Person” means any legal person, including any individual, corporation, investment fund, partnership, limited partnership, limited
liability company, joint venture, joint stock company, association, trust, unincorporated entity or other entity; 
 “Sellers” means WSL, Wang and Shao; 
 “Shares” means the issued and paid-up ordinary shares in the
capital of the Company; 
 “Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market, or
(ii) if the Common Stock is not listed or admitted for trading on a Trading Market, a day on which the Common Stock is traded in the over-the-counter market or is quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall
mean a U.S. Business Day; 
 “Trading Market” means the NYSE Amex (formerly know as the American Stock Exchange)
(“AMEX”) or, if the Common Stock is not listed on AMEX, such other exchange or quotation system on which the Common Stock is listed or quoted for trading on the date in question; and 
 “U.S. Business Day” means any day except Saturday, Sunday and any day which shall be a United States federal legal holiday or a day on
which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 
  

	1.2	References to CHAC shall include its assigns or successors-in-interest. 

  

	2.	Effective Date and Termination 

 The Parties hereby
acknowledge and agree that this Deed became effective on the Effective Date. 
  

	3.	Termination of the Deed of Undertaking 

 In
consideration of the mutual premises and releases herein contained the Parties hereby acknowledge and agree by mutual consent that the Deed of Undertaking was terminated with effect from the Effective Date without the need for any further action on
the part of any of the Parties. 
  

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	4.	Acknowledgment and Confirmation 

  

	4.1	The Parties acknowledge that WSL’s Obligations under the Deed of Undertaking lapsed in accordance with Section 6.2 thereof and, consequently, CHAC notes that
CHAC’s and the Founders’ obligations under the Founders’ Agreement have terminated in accordance with Section 4.2 thereof. 

  

	4.2	CHAC confirms to WSL that CHAC and/or its concert parties have never dealt in the shares of the Company. 

  

	5.	Mutual Release 

  

	5.1	In consideration of the mutual premises and releases herein contained: 

  

	 	5.1.1	CHAC does hereby with effect from the Effective Date, fully and forever release and discharge each of the Sellers and their respective successors, assigns, directors, officers,
employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages.
judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, which against any of them it has had, may have had or now has, or which any of its successors
or assigns hereafter can, shall or may have, whether arising from or in connection with the Deed of Undertaking and/or the Offer, up to and including the Effective Date including, without limitation, any and all claims which were or might have been
asserted; and 

  

	 	5.1.2	each of the Sellers does hereby with effect from the Effective Date, fully and forever release and discharge CHAC and their respective successors, assigns, directors, officers,
employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages,
judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, which against any of them it has had, may have had or now has, or which any of its successors
or assigns hereafter can, shall or may have, whether arising from or in connection with the Deed of Undertaking and/or the Offer, up to and including the Effective Date including, without limitation, any and all claims which were or might have been
asserted. 

  

	6.	Third Party Rights 

 This Deed is not intended to,
and shall not, confer any rights or remedies upon any Person other than the Parties hereto or otherwise create any third-party beneficiary hereto. 
  

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	7.	Notices 

 Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in this Clause 7 prior to 5:00 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Clause 7 on a day that is not a Trading Day or later than 5:00 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by United States nationally recognized overnight
courier service, or (d) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows: 
 In the case of CHAC to: 
 China Holdings
Acquisition Corp. 
 1000 N. West Street, Suite 1200 
 Wilmington, DE 19801 
 Fax: 203.226.8022 
 Attention: Paul Kelly 
 With a copy to (which
shall not constitute notice): 
 Akin Gump Strauss Hauer & Feld LLP 
 Robert S. Strauss Building 
 1333 New
Hampshire Avenue, N.W. 
 Washington, DC 20036-1564 
 Fax: 202.955.7778 
 Attention: Rick L. Burdick 
 If to the Sellers: 
 World Sharehold Limited

 Picheng Town, Danyang City, Jiangsu 
 Province 212311 
 China 
 Fax: +86 511 86342922 
 Attention: Wang Wei Yao/ Shao Jian Jun 
 With a copy to (which will not constitute notice): 
 Shook Lin & Bok LLP 
 AlA Tower 
 1 Robinson Road 
 #18-00 
 Singapore 048542 
 Fax: +65 6535 8577 
 Attention: David Chong/ Bethia Su 
 File
Reference: YPL/SYS/2080526 
  

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	8.	Execution 

 This Deed may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood that the Parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof. 
  

	9.	Governing Law etc. 

 All questions concerning the
construction, validity, enforcement and interpretation of this Deed shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (U.S.A.), without regard to principles of conflicts of law thereof.
Each Party hereby waives all right to a trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Deed. Each Party hereto irrevocably submits to the exclusive jurisdiction of any Delaware state or
federal court in any action or proceeding arising out of or relating to this Deed, and hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such a Delaware state or federal court. Each
Party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above court, that such action is brought in an inconvenient forum or that
the venue of such action is improper. Each Party irrevocably consents to the service of any and all process in any such action, suit or proceeding by the delivery of such process to such Party at the address and in the manner provided in Clause 7.

  

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 In witness whereof we have caused this Deed to be executed as a deed on the day and year first above written. 

 

					
	 The Common Seal of
  
 China Holdings Acquisition Corp.
  
 was hereto
affixed in the presence of:
	 	 }
	 	
			
	 /s/    James D. Dunning, Jr.
	 		 	
	James D. Dunning, Jr.	 		 	
	President	 		 	
		 		 	
		 		 	
	 The Common Seal of
  
 World Sharehold Limited
  
 was hereto affixed in
the presence of:
	 	 }
	 	
			
	 /s/    Wang Wei Yao
	 		 	
	Director	 		 	
			
	 /s/    Shao Jian Jun
	 		 	
	Director/Secretary	 		 	

  

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 EXECUTED as a deed by: 
  

	
	 /s/    Wang Wei Yao

	SIGNED by Wang Wei Yao

 EXECUTED as a deed by: 
  

	
	 /s/    Shao Jian Jun

	SIGNED by Shao Jian Jun

  

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 AGREED AND ACCEPTED BY: 
 China Holdings Acquisition Corp. 

	
	
	/s/    Paul K. Kelly
	 Paul K. Kelly
 Chairman and Chief Executive
Officer


 Signature Page to Deed of Undertaking