ex101.htm


    CHINA
      HOLDINGS, INC.

    (NASD
      OTCBB: CHHL)

    


    100%
      ACQUISITION TRANSACTION AGREEMENT

    For
      Acquisition 100%

    TONG
      REN KAI YU MINERALS CO., LTD. and its

    TONG
      REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and

    Gui
      Zhou FuRuiDe MINERALS CO., LTD.

    


    THIS
ACQUISITION
      TRANSACTION
      AGREEMENT。 (This
      "Agreement") is dated as of
      November 30th 2007. (TERMS UPDATED BASED ON  INITIALLY
      SIGNED EXECUTED ACQUISITION AGREEMENT ( IN CHINESE) ON OCT.27TH
      2007)

    


    BY
      AND
      AMONG:

    PARTY
      A (
      THE “ PURCHASER”)

    


    China
      Holdings, Inc. ( NASD OTCBB : CHHL), (Or/and its NOMINEE Subsidiary Company
      in
      China ), a company formed pursuant to the laws of the State of Nevada, having
      a
      business address located at 101 Convention Center Drive, Suite 700, Las Vegas,
      NV 89107-2001 USA.

     

    China
      Holdings, Inc. ( NASD OTCBB : CHHL) is a diversified global assets holding
      company. The Company and its subsidiaries engage in multiple China-focused
      business activities including pharmaceutical, real estate, utilities, energy
      and
      finance. Its objective is to achieve long-term capital appreciation through
      investment in companies and other entities with significant assets, investments,
      production activities, trading or other business interests in China and
      worldwide, and which derive a significant part of their revenue from China,
      and
      worldwide. The Company has two wholly-owned subsidiaries: (i) China Power,
      Inc.,
      and (ii) China Health Holdings, Inc.

     

     

    (Hereinafter
      collectively: China Holdings, Inc. ( NASD OTCBB : CHHL), (Or/and its NOMINEE
      Subsidiary Company in China ): “CHHL” ) (Party A The Purchaser)

     

    AND:
      PARTY B (“ THE SELLER”)

    


    TONG
      REN KAI YU MINERALS CO., LTD., a Company formed
      pursuant to the laws of People’s Republic of China in GUI ZHOU Province, PR
      China, having an office address at BaiHuangZhen, Tong Ren, GuiZhou PR
      China.

    


    TONG
      REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant, a Company formed
      pursuant to the laws of People’s Republic of China in GUI ZHOU Province, PR
      China.

    


    Gui
      Zhou FuRuiDe MINERALS CO.,
      LTD. a Company formed pursuant to the laws of
      People’s Republic of China in GUI ZHOU Province, PR China,
      having an office address at TaoYingXiang, JiangKou, GuiZhou PR
      China.

    


    (Hereinafter
      collectively  “ TONG
      REN KAI YU”)

    


    AND:
      PARTY B (THE SELLER’S SHAREHOLDERS)

    A.
100%
      SHAREHOLDERS OF TONG REN KAI YU MINERALS CO., LTD. are:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    1.
      Chongqing
      Kayoo Investment Group Stock Co.Ltd.: 99.5%

    2.
      BenHai
      Lv: 0.5%

    


    B.100%
      SHAREHOLDERS OF TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant:
      IS BENHAI LV.100%

    


    C.100%
      SHAREHOLDERS OF Gui Zhou FuRuiDe MINERALS CO., LTD. are

    Chongqing
      Kayoo Investment Group Stock Co.Ltd.: 51% and other 49%

    


    (Hereafter
      “Shareholders”/Party B (The Seller’s Shareholders)

    


    RECITALS:

    


    
      	
              A.  

            	
              China
                Holdings, Inc. ( NASD OTCBB: CHHL),(And/or
                via its NOMINEE Subsidary Company in China ), and TONG REN KAI YU
                MINERALS
                CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
                Plant and Gui Zhou FuRuiDe MINERALS CO., LTD. and All 100%
                Shareholders desire to complete an acquisition transaction pursuant
                to which China Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee
                subsidiary in China, shall complete an acquisition transaction to
                acquire
                100% ownership/RIGHTS/INTEREST/ASSETS/minerals properties/mining
                licenses/mining exploration licenses and the total 100% outstanding
                and
                issued capital stocks of 1). TONG REN KAI YU MINERALS CO., LTD. and
                2).
                it’s TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and 3).
                Gui
                Zhou FuRuiDe MINERALS CO., LTD. and its Two(2) Mining Production
                Licenses and Three (3) Mining Exploration Licenses: FOR A TOTAL PURCHASING
                PRICE OF RMB 300 Million Yuan.

            


    

    


    
      	
              B.

            	
              China
                Holdings, Inc. ( NASD OTCBB: CHHL) ( And/or via its NOMINEE Mining
                Subsidary Company in China ) agree,On
                the ACQUISITION TRANSACTION COMPLETION “ CLOSING
                DAY”, to pay (A) RMB $100 million (approximately
                USD $13,500,000) in cash; (B) RMB $50 million (approximately USD
                $6,750,000) in shares of common stock valued at a price of $0.05
                per
                shares; (C) RMB $150 million (approximately USD $20 million) in shares
                of
                common stock valued at the average of closing price of the Company’s
                common stock in the 5 day period prior to closing and the 5 day period
                after the closing. Tong Ren KaiYu has agreed to provide the Company
                with
                legal exclusive/first refusal rights for this acquisition. The parties
                have agreed to provide each other with all documentation necessary
                to
                complete their due diligence investigation of each company’s
                business.

            


    

    


    
      	
              C.

            	
              The
                Company agreed to issue 7,000,000 shares of its common stock (China
                Holdings, Inc. agrees to update the terms as 4 Million Common stocks
                as
                SEC 144 Rules/Legends and 3Million Common Stock common stocks as
                Free
                Trading upon/after the company’s further legal registration with SEC)within
                30-60 days of the date of this transaction agreement as a security
                deposit. The parties agreed that if the Company does not consummate
                the
                transaction, then, Ton Ren KaiYu shall have the right to retain the
                shares. However, if Ton Ren KaiYu does not complete its obligations
                under
                this agreement the Company will be permitted to put Stop transfer
                restrictions on the shares.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              D.

            	
              Within
                90 to 120 buiness days of
                the date of this transaction agreement , upon
                the completion of its due diligence investigation (include legal
                and
                audited financial statements as US GAAP Rules and receipt of approval
                from
                the China government, within 45 days the Company agrees to pay to
                Ton Ren
                KaiYu RMB $33million (approximately USD $9 mullion) in cash and RMB
                $67
                million (approximately USD $18 million) in shares of the Company’s common
                stock in exchange for 33.3% of the issued shares of Ton Ren KaiYu
                and all
                the mining licenses/ASSETS/minerals properties/mining exploration
                licenses
                of Ton Ren KaiYu along with Chinese Government Approval Receits. 

            


    

    


    
      	
              E.

            	
              Within
                120 to
                210 buiness
                days approximately of
                the date of this transaction agreement,upon
                completion mining feasibility studies of the Tong Ren KaiYu’s mining
                properties,within
                45 days ,the
                Company agrees
                to
                pay to Ton Ren KaiYu RMB$67,000,000 (approximately USD$9 million
                in cash
                and RMB$ 133,000,000 (approximately USD $18 million) shares of the
                Company’s common stock in exchange for 66.7% of the issued shares of Ton
                Ren KaiYu and all the mining licenses/ASSETS/minerals
                properties/mining exploration licenses of Ton Ren KaiYu along with
                Chinese
                Government Approval Receits. 

            


    

    


    Both
      Parties agree that as long as each party is executing for this TRANSACTION
      PROCEDURES/PROCESSING ( as above C, D, E), the TIME as defined as above in
      this
      ACQUISITION AGREEMENT for each party will be automatically extended/renewed
      to
      allow each party to legally complete and execute for THE FINAL ACQUISITION
      TRANSACTION COMPLETION.

    


    F. On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”, FOR
      A
      TOTAL PURCHASING PRICE OF RMB 300 Million Yuan,China
      Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee Subsidary Company in
      China,shall
      complete an acquisition transaction to acquire 100%
      ownership/RIGHTS/INTEREST/ASSETS/minerals properties/mining licenses/mining
      exploration licenses and the total 100% outstanding and issued capital stocks
      of
      1). TONG REN KAI YU MINERALS CO., LTD. and 2). it’s TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and 3). Gui Zhou FuRuiDe MINERALS CO., LTD,along
      with/and its Two(2) Mining Production Licenses and Three (3) Mining Exploration
      Licenses:which/with

    


    
      	
              1.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG
                REN Shi
                BaHuangZhen NeShao Pb-Zn-P Minerals Plant。

            


    

    


    2.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT owns &
operates Two(2)
      Mining
      Exploration Licenses ( Zn, Pb, Cu,
      etc.) approved by Land & Resource
      Minister of People’s Republic of
      China as: 1.) The 1st Exploration
      License No. is -------------- for area 2.57 Square KM ( Chart No.
      ----------) and 2). The 2nd Exploration
      License No.: -------------- for area 8.36 Square KM ( Chart No.
      ------------);

    


    3.
      TONG REN KAI YU MINERALS CO., LTD.
AND ITS TONG
      REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant owns and operates Two (2) Mining Licenses (for
      production V2O5, Mo, P etc.) approved by Land & Resource Minister of
      People’s Republic of China as: 1). 1St Mining
      License No. is --------------- for Tong Ren BaiHuangZhen NeShao Phosphorus
      (P) Mine at defined area 1.0933 Square KM and 2nd Mining
      License No.
      is -------------- for JiangKo County QingLou Phosphorus (P) Mine at defined
      area
      0.4313 Square KM.

    


    4.
      Gui Zhou FuRuiDe MINERALS CO.,
      LTD. owns and operates One(1)
      Mining Exploration Licenses (for production V2O5, Mo, P
      etc.) approved by Land & Resource Minister of People’s Republic of China,
      The Exploration License No. is -------------- ( Renewed Exploration License
      No.
      is-------------- ) for JiangKou County WangHui Mining exploration at
      defined area of 12.15 Square KM.

    


    G.China
      Holdings, Inc. ( NASD OTCBB: CHHL) and TONG REN KAI YU MINERALS
      CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P
      Minerals Plant and Gui Zhou FuRuiDe MINERALS
      CO., LTD. and All 100% Shareholders ARE LEGALLY IMMEDAITELY EFFECT
      UPON FURTHER MUTUAL SIGN/SEAL/EXECUTION THIS ACQUISITION
      TRANSACTION AGREEMENT AS MUTUAL COMMITMENT FOR FURTHER TRANSACTIONS
      COMPLETION ALONG WITH CHINA AND USA LEGAL AND GOVERNMENT PROCESSING LEGAL
      CONFIRMATION

    


    H.
      TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and
      ALL 100% SHAREHODLERS legally confirmed/ GURRANTEE that TONG
      REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. And All the mining
      licenses/ASSETS/minerals
      properties/mining exploration licenses will be legally fully free/clear from
      all
      liens, debts, mortgages, taxes, charges, pledges, encumbrances or other burdens
      with all rights on THE “ FINAL TRANSACTION DATE” when this acquisition
      transaction legally fully completion date. IF THERE IS ANY all liens, debts,
      mortgages, taxes, charges, pledges, encumbrances or other burdens with all
      rights prior to the “ FINAL TRANSACTION DATE”, TONG REN KAI YU
MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ITS 100%
      SHAREHODLERS will be fully legally financially guarantee to CLEAR LEGALLY
      FINANCIALLY TIMELY ON THE “ FINAL TRANSACTION DATE”.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    I.
      However, if there is significant differences in total assets, MINERALS DEPOSITS,
      and liabilities, other financial data in further TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. s the most recent Two (2) years
      ended 2006/2007 (“2006/2007”) audited financial statements according to US
      General Accepted Accounting Principles ("US GAAP") And
      further MINERALS ENGINEERING REPORTS/INVESTIGATIONS ON THE MINERALS DEPOSITS,
      then this total acquisition FOR THE 100% OWNERSHIP/RIGHTS/INTEREST may be
      adjusted proportionally on a mutual consent basis.

    


    J.
      The
      Board of Directors of China Holdings, Inc. ( NASD OTCBB: CHHL) and TONG REN
      KAI
      YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and Gui Zhou FuRuiDe MINERALS CO., LTD. and Its 100% Shareholders
      have each approved the above proposed acquisition transaction&acquisition
      transaction agreement/ all the terms legally full.

    


    K.
      TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ITS 100% Shareholders have
      legally granted China Holdings, Inc. ( NASD OTCBB: CHHL)/SHAREHOLDERS ( and
      or
      its Nominee Mining Subsidary Company in China) with full legal EXCLUSIVE and
      FIRST REFUSAL RIGHTS FOR EXECUTE/COMPLETION FOR THIS ACQUISITION TRANSACTION
      AGREEMENT TO ENSURE THE ACQUISITIONS TRANSACTIONS FULLY LEGALLY
      COMPLETION.

    


    L.
      China
      Holdings, Inc. ( NASD OTCBB: CHHL) through its nominee subsidiary in China
      and
TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ITS 100%
      Shareholders are the owners of 100% ownership and 100% total
      outstanding capital stockholders of TONG REN KAI YU MINERALS CO., LTD.
and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant
and Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and ITS 100% Shareholders; and THE PARTIES desire to make certain
      representations, warranties and agreements in connection with the completion
      of
      the above acquisition transaction.

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals, which shall be considered
      an integral part of this ACQUISITION TRANSACTION Agreement, and the covenants,
      conditions, representations and warranties hereinafter set forth, the parties
      hereby agree as follows:

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      I

    


    THE
      ACQUISITION TRANSACTION COMPLETION

    Section
      1.1 THE ACQUISITION TRANSACTION COMPLETION

    


    A.On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”,  China
      Holdings, Inc. ( NASD OTCBB: CHHL),(And/or
      via its NOMINEE Subsidary Company in China ), and TONG REN KAI YU MINERALS
      CO.,
      LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui
      Zhou
      FuRuiDe MINERALS CO., LTD. and All 100% Shareholders desire to complete an
      acquisition transaction pursuant to which China Holdings, Inc. ( NASD OTCBB:
      CHHL), through its nominee subsidiaries in China or in HongKong, shall complete
      an acquisition transaction to acquire 100%
      ownership/RIGHTS/INTEREST/ASSETS/minerals properties/mining licenses/mining
      exploration licenses and the total 100% outstanding and issued capital stocks
      of
      1). TONG REN KAI YU MINERALS CO., LTD. and 2). it’s TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and 3). Gui Zhou FuRuiDe MINERALS CO., LTD. and
      its Two(2) Mining Production Licenses and Three (3) Mining Exploration Licenses:
      FOR A TOTAL PURCHASING PRICE OF RMB 300 Million Yuan.

    


    B.China
      Holdings, Inc. ( NASD OTCBB: CHHL) ( And/or via its NOMINEE Subsidary Company
      in
      China ) agree,On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”, to pay (A) RMB $100 million (approximately USD
      $13,500,000) in cash; (B) RMB $50 million (approximately USD $6,750,000) in
      shares of common stock valued at a price of $0.05 per shares; (C) RMB $150
      million (approximately USD $20 million) in shares of common stock valued at
      the
      average of closing price of the Company’s common stock in the 5 day period prior
      to closing and the 5 day period after the closing. Tong Ren KaiYu has agreed
      to
      provide the Company with legal exclusive/first refusal rights for this
      acquisition. The parties have agreed to provide each other with all
      documentation necessary to complete their due diligence investigation of each
      company’s business.

    


    C.
      The
      Company agreed to issue 7,000,000 shares of its common stock (China
      Holdings, Inc. agrees to update the terms as:4
      Million
      Common stocks as SEC 144 Rules/Legends and 3
      Million
      Common Stock common stocks as Free Trading upon/after the company’s further
      legal registration with SEC)within
      30-60
      days
      of the date of this  transaction agreement as a security deposit. The
      parties agreed that if the Company does not consummate the transaction, then,
      Ton Ren KaiYu shall have the right to retain the shares. However, if Ton Ren
      KaiYu does not complete its obligations under this agreement the Company will
      be
      permitted to put Stop transfer restrictions on the shares.

    


    D.Within
      90 to 120 buiness days of
      the
      date of this transaction agreement,upon
      the
      completion of its due diligence investigation (include legal and audited
      financial statements as US GAAP Rules and receipt of approval from the China
      government, within 45 days the Company agrees to pay to Ton Ren KaiYu RMB
      $33million (approximately USD $9 mullion) in cash and RMB $67 million
      (approximately USD $18 million) in shares of the Company’s common stock in
      exchange for 33.3% of the issued shares of Ton Ren KaiYu and all the mining
      licenses/ASSETS/minerals properties/mining exploration licenses of Ton Ren
      KaiYu
      along with Chinese Government Approval Receits. 

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    E.
      Within
      120 to
      210 buiness
      days approximately of
      the
      date of this transaction agreement,upon
      completion mining feasibility studies of the Tong Ren KaiYu’s mining
      properties,within
      45
      days ,the
      Company agrees
      to pay
      to Ton Ren KaiYu RMB$67,000,000 (approximately USD$9 million in cash and RMB$
      133,000,000 (approximately USD $18 million) shares of the Company’s common stock
      in exchange for 66.7% of the issued shares of Ton Ren KaiYu and all the mining
      licenses/ASSETS/minerals
      properties/mining exploration licenses of Ton Ren KaiYu along with Chinese
      Government Approval Receits. 

    


    Both
      Parties agree that as long as each party is executing for this TRANSACTION
      PROCEDURES/PROCESSING ( as above C, D, E), the TIME as defined as above in
      this
      ACQUISITION AGREEMENT for each party will be automatically extended/renewed
      to
      allow each party to legally complete and execute for THE FINAL ACQUISITION
      TRANSACTION COMPLETION.

    


    F.
      On the ACQUISITION TRANSACTION COMPLETION “
      CLOSING DAY”, FOR
      A
      TOTAL PURCHASING PRICE OF RMB 300 Million Yuan,China
      Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee Mining Subsidary Company
      in China,shall
      complete an acquisition transaction to acquire 100%
      ownership/RIGHTS/INTEREST/ASSETS/minerals properties/mining licenses/mining
      exploration licenses and the total 100% outstanding and issued capital stocks
      of
      1). TONG REN KAI YU MINERALS CO., LTD. and 2). it’s TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and 3). Gui Zhou FuRuiDe MINERALS CO., LTD,along
      with its Two(2) Mining Production Licenses and Three (3) Mining Exploration
      Licenses:WHICH/WITH

    


    
      	
              1.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG
                REN Shi
                BaHuangZhen NeShao Pb-Zn-P Minerals Plant。

            


    

    


    2.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT owns & operates Two(2) Mining Exploration
      Licenses ( Zn, Pb, Cu, etc.) approved by
      Land & Resource Minister of People’s
      Republic of China as: 1.) The 1st
      Exploration
      License No. is ----------------- for area 2.57 Square KM ( Chart No.
      ------------) and 2). The 2nd Exploration
      License No.----------------- for area 8.36 Square KM ( Chart No.
      -------------);

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    3.
      TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant owns and operates Two
      (2)
      Mining Licenses (for production V2O5, Mo, P etc.) approved by Land
& Resource Minister of People’s Republic of China as: 1). 1St
      Mining License No.
      is ----------------- for Tong Ren BaiHuangZhen NeShao Phosphorus (P) Mine at
      defined area 1.0933 Square KM and 2nd Mining
      License
      No.is --------------- for JiangKo County QingLou Phosphorus (P) Mine at defined
      area 0.4313 Square KM.

    


    4.
      Gui Zhou FuRuiDe MINERALS CO.,
      LTD. owns and operates One(1)
      Mining Exploration Licenses (for production V2O5, Mo, P etc.) approved by Land
      & Resource Minister of People’s Republic of China, The Exploration License
      No. is --------------- ( Renewed Exploration License No. is :
      ------------------------) for JiangKou County WangHui Mining exploration at
      defined area of 12.15 Square KM.

    


    G.China
      Holdings, Inc. ( NASD OTCBB: CHHL) and TONG REN KAI YU MINERALS
      CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P
      Minerals Plant and Gui Zhou FuRuiDe MINERALS
      CO., LTD. and All 100% Shareholders ARE LEGALLY IMMEDAITELY EFFECT UPON
      FURTHER MUTUAL SIGN/SEAL/EXECUTION THIS ACQUISITION TRANSACTION AGREEMENT
      AS MUTUAL COMMITMENT FOR FURTHER TRANSACTIONS COMPLETION ALONG WITH CHINA AND
      USA LEGAL AND GOVERNMENT PROCESSING LEGAL CONFIRMATION

    


    H.
      TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ALL 100%
      SHAREHODLERS legally confirmed/ GURRANTEE that TONG REN KAI YU MINERALS
      CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P
      Minerals Plant and Gui Zhou FuRuiDe MINERALS
      CO., LTD. And All the mining licenses/ASSETS/minerals
      properties/mining exploration licenses will be legally fully free/clear from
      all
      liens, debts, mortgages, taxes, charges, pledges, encumbrances or other burdens
      with all rights on THE “ FINAL TRANSACTION DATE” when this acquisition
      transaction legally fully completion date. IF THERE IS ANY all liens, debts,
      mortgages, taxes, charges, pledges, encumbrances or other burdens with all
      rights prior to the “ FINAL TRANSACTION DATE”, TONG REN KAI YU MINERALS
      CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P
      Minerals Plant and Gui Zhou FuRuiDe MINERALS
      CO., LTD. and ITS 100% SHAREHODLERS will be fully
      legally financially guarantee to CLEAR LEGALLY FINANCIALLY TIMELY ON THE “ FINAL
      TRANSACTION DATE”.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    I.
      However, if there is significant differences in total assets, MINERALS DEPOSITS,
      and liabilities, other financial data in further TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. s the most recent Two (2) years
      ended 2006/2007 (“2006/2007”) audited financial statements according to US
      General Accepted Accounting Principles ("US GAAP") And
      further MINERALS ENGINEERING REPORTS/INVESTIGATIONS ON THE MINERALS DEPOSITS,
      then this total acquisition FOR THE 100% OWNERSHIP/RIGHTS/INTEREST may be
      adjusted proportionally on a mutual consent basis.

    


    J.
      The
      Board of Directors of China Holdings, Inc. ( NASD OTCBB: CHHL) and TONG REN
      KAI
      YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and Gui Zhou FuRuiDe MINERALS CO., LTD. and Its 100% Shareholders have
      each approved the above proposed acquisition transaction&acquisition
      transaction 

    


    K.
      TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ITS 100%
      Shareholders have legally granted China Holdings, Inc. ( NASD OTCBB:
      CHHL)/SHAREHOLDERS with full legal EXCLUSIVE and FIRST REFUSAL RIGHTS FOR
      EXECUTE/COMPLETE THIS ACQUISITION TRANSACTION AGREEMENT TO ENSURE THE
      ACQUISITIONS TRANSACTIONS FULLY LEGALLY COMPLETION.

    


    Section
      1.2 THE ACQUISITION TRANSACTION COMPLETION/DELIVERY DAY

    


    On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”, FOR A TOTAL PURCHASING PRICE OF RMB 300 Million
      Yuan,China
      Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee subsidiary in China,shall
      complete an acquisition transaction to acquire 100%
      ownership/RIGHTS/INTEREST/ASSETS/minerals properties/mining licenses/mining
      exploration licenses and the total 100% outstanding and issued capital stocks
      of
      1). TONG REN KAI YU MINERALS CO., LTD. and 2). it’s TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and 3). Gui Zhou FuRuiDe MINERALS CO., LTD and
      its
      Two(2) Mining Production Licenses and Three (3) Mining Exploration Licenses:

    


    
      	
              1.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG
                REN Shi
                BaHuangZhen NeShao Pb-Zn-P Minerals Plant。

            


    

    


    2.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT owns & operates Two(2) Mining Exploration
      Licenses ( Zn, Pb, Cu, etc.) approved by
      Land & Resource Minister of People’s
      Republic of China as: 1.) The 1st
      Exploration
      License No. is -------------- for area 2.57 Square KM ( Chart No.------------)
      and 2). The 2nd
      Exploration License No.-------------- for area 8.36 Square KM ( Chart
      No.-----------------);

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    3.
      TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant owns and operates Two
      (2)
      Mining Licenses (for production V2O5, Mo, P etc.) approved by Land
& Resource Minister of People’s Republic of China as: 1). 1St
      Mining License No.
      is ----------------------for Tong Ren BaiHuangZhen NeShao Phosphorus (P) Mine
      at
      defined area 1.0933 Square KM and 2nd Mining
      License No.
      is -------------------- for JiangKo County QingLou Phosphorus (P) Mine at
      defined area 0.4313 Square KM.

    


    4.
      Gui Zhou FuRuiDe MINERALS CO.,
      LTD. owns and operates One(1) Mining Exploration
      Licenses  (for production V2O5, Mo, P etc.) approved by
      Land & Resource Minister of People’s Republic of China, The Exploration
      License No. is ---------------------- ( Renewed Exploration License No. is
      --------------------) for JiangKou County WangHui Mining exploration at defined
      area of 12.15 Square KM.

    


    Section
      1.3 COMPLETIONS OR ACQUISITION OF ASSETS/SHARES
      TRANSFER/DELIVERY

    


    Pursuant
      to the Agreement, At the Acquisition Transaction Closing Day (as above and/or
      hereinafter defined), On the ACQUISITION TRANSACTION COMPLETION
“ CLOSING DAY”, FOR A TOTAL
      PURCHASING PRICE OF RMB 300 Million Yuan,China
      Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee subsidiary in China,shall
      complete an acquisition transaction to acquire 100% ownership/RIGHTS/INTEREST/ASSETS/minerals
      properties/mining licenses/mining exploration licenses and the total 100%
      outstanding and issued capital stocks of 1). TONG REN KAI YU MINERALS CO.,
      LTD.
      and 2). it’s TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and 3). Gui
      Zhou FuRuiDe MINERALS CO., LTD and
      its
      Two(2) Mining Production Licenses and Three (3) Mining Exploration Licenses:

    


    1.  TONG
      REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant。

    


    2.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT owns & operates Two(2) Mining
      Exploration Licenses ( Zn, Pb, Cu,
      etc.) approved by Land & Resource
      Minister of People’s Republic of China
      as: 1.) The 1st
      Exploration
      License No. is --------------------- for area 2.57 Square KM ( Chart
      No.----------------) and 2). The 2nd Exploration
      License No.-------------- for area 8.36 Square KM ( Chart
      No.---------------);

    


    3.
      TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant owns and operates Two
      (2)
      Mining Licenses (for production V2O5, Mo, P etc.) approved by Land
& Resource Minister of People’s Republic of China as: 1). 1St
      Mining License No.
      is ----------------------- for Tong Ren BaiHuangZhen NeShao Phosphorus (P)
      Mine
      at defined area 1.0933 Square KM and 2nd Mining
      License No.
      is--------------- for JiangKo County QingLou Phosphorus (P) Mine at defined
      area
      0.4313 Square KM.

    


    4.
      Gui Zhou FuRuiDe MINERALS CO., LTD. owns and
      operates One(1) Mining Exploration Licenses (for production V2O5, Mo, P etc.)
      approved by Land & Resource Minister of People’s Republic of China, The
      Exploration License No. is ---------------------( Renewed Exploration License
      No. is -----------------) for JiangKou County WangHui Mining exploration at
      defined area of 12.15 Square KM.

    


    Section
      1.4 ACQUISITION TRANSACTION CLOSING AND EFFECTIVE TIME AND DELIVERY
      REQUREMENTS

    


    Subject
      to the provisions of this Agreement, the parties shall hold THE ACQUISITION
      TRANSACTION COMPLETION CLOSING(the "Closing") with/on which each and all of
      the
      conditions set forth in All Articles in this agreement to be fulfilled; Legal
      Transaction completed: the purchased ownership/interest/assets/rights been
      mutually legally transfer/delivered legally timely as defined as above terms
      in
      this acquisition agreement:

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”, FOR A TOTAL PURCHASING PRICE OF RMB 300 Million
      Yuan,China
      Holdings, Inc. ( NASD OTCBB: CHHL), through its nominee subsidiary
      in
      China,shall
      complete an acquisition transaction to acquire 100% ownership/RIGHTS/INTEREST/ASSETS/minerals
      properties/mining licenses/mining exploration licenses and the total 100%
      outstanding and issued capital stocks of 1). TONG REN KAI YU MINERALS CO.,
      LTD.
      and 2). it’s TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and 3). Gui
      Zhou FuRuiDe MINERALS CO., LTD and its Two(2) Mining Production Licenses
      and Three (3) Mining Exploration Licenses.

    


    On
      the ACQUISITION TRANSACTION COMPLETION “ CLOSING
      DAY”, FOR A TOTAL PURCHASING PRICE OF RMB 300 Million
      Yuan,TONG
      REN KAI YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe MINERALS
      CO., LTD./100% Shareholders have legally delivered to “ CHINA HOLDINGS,
      INC. ( NASD OTCBB: CHHL), WITH :

    


    
      	
              1.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. and TONG REN Shi BaHuangZhen NeShao
                Pb-Zn-P
                Minerals Plant : 100% Ownership/Assets/Mining Licenses/Mining Exploration
                License/Corporate
                Certificates/Seals;

            


    

    


    
      	
              2.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG
                REN Shi
                BaHuangZhen NeShao Pb-Zn-P Minerals
                Plant;

            


    

    


    3.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT owns & operates Two(2)
      Mining Exploration Licenses ( Zn, Pb, Cu,
      etc.) approved by Land & Resource
      Minister of People’s Republic of China
      as: 1.) The 1st
      Exploration
      License No. is -------------------- for area 2.57 Square KM ( Chart
      No.---------------). The 2nd Exploration
      License No.--------------- for area 8.36 Square KM ( Chart
      No.-----------------);

    


    4.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant owns and operates Two (2) Mining Licenses
      (for production V2O5, Mo, P etc.) approved by Land & Resource Minister of
      People’s Republic of China as: 1). 1St Mining
      License No.
      is ----------------- for Tong Ren BaiHuangZhen NeShao Phosphorus (P) Mine at
      defined area 1.0933 Square KM and 2nd Mining
      License
      No.is ----------------- for JiangKo County QingLou Phosphorus (P) Mine at
      defined area 0.4313 Square KM.

    


    5. Gui
      Zhou FuRuiDe MINERALS CO.,
      LTD. owns and operates One(1) Mining Exploration
      Licenses (for production V2O5, Mo, P etc.) approved by Land & Resource
      Minister of People’s Republic of China, The Exploration License No. is
      ------------------ ( Renewed Exploration License No. is --------------------)
      for JiangKou County WangHui Mining exploration at defined area of 12.15 Square
      KM.

    


    6.The
      total 100% ownership/rights/interest/assets/licenses of TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. to be “legally transferred”
to/under “ CHINA HOLDINGS, INC. (and/or its
      legal nominee subsidiary
      company) with PR Chinese Government Fully Legally
      Approval/confirmation;

    


    7.TONG
      REN KAI YU MINERALS CO., LTD. and its TONG REN
      Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou
      FuRuiDe MINERALS CO., LTD. and ITS 100%
      SHAREHOLDERS/MR.LV BENHAI&100% SHAREHOLDERS legally agreed to appoint China
      Holdings, Inc. ( NASD OTCBB: CHHL) as THE Chief Executive Officer ( CEO)/Chief
      Financial Officer ( CFO), and Executive Chairman of Board Directors of
TONG REN KAI YU MINERALS CO., LTD. and its TONG
      REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou
      FuRuiDe MINERALS CO.,
LTD. to manage, control,
      and
      operate TONG REN KAI YU MINERALS CO., LTD. and its TONG
      REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou
      FuRuiDe MINERALS CO., LTD.

    


    8.
      Renew/Extend
      legally TONG REN KAI YU MINERALS CO., LTD. and its TONG
      REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou
      FuRuiDe MINERALS CO., LTD.’s corporate licenses
      extending to additional years and renew/extend legally all the mining licenses
      and mining exploration licenses with extending to additional years: ALL
      ACCORDING TO THE CHINESE GOVERNMENT APPLICABLE REGULATIONS AND LAWS

    


    9.TONG
      REN KAI YU MINERALS CO., LTD and its TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. / and ITS
      100% SHAREHOLDERS /MR.LV BENHAI/ 100% SHAREHOLDERS shall clear all the
      debts, including liens, mortgages, taxes, charges, pledges, encumbrances or
      other burdens prior to This FINAL ACQUISITION TRANSACTION DAY.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    Section
      1.5 LAW

    


    The
      Agreement is governed by the laws of PRC and Nevada, and SEC/NASD USA laws
      and
      reflects customary business practices in PR China. As such, it does contain
      all
      of the customary representations and warranties, indemnification and other
      applicable provisions that are generally included in an acquisition agreement
      contemplating the purchase of all outstanding capital shares of a
      company.

    


    The
      Acquisition shall take place upon the terms and conditions provided for in
      this
      Agreement and in accordance with applicable laws in PR China and USA Laws and
      Rules.

    


    ARTICLE
      II

     REPRESENTATIONS
      AND WARRANTIES

    


    Section
      2.1 REPRESENTATIONS AND WARRANTIES OF CHINA HOLDINGS, INC. ( NASD OTCBB:
      CHHL)

    


    CHHL
      represents and warrants TONGING REN KAI YU MINERALS CO., LTD.
and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P
      Minerals Plant
and Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and All 100% Shareholders as
      follows:

    


    (a)ORGANIZATION,
      STANDING AND POWER. China Holdings, Inc. (CHHL.OTCBB NASD) own and operate
      CHHL
      , or/and its subsidiary that is corporation duly organized, validly existing
      and
      in good standing under the laws of Nevada State, USA and has all requisite
      power
      and authority to own, lease and operate its properties and to carry on its
      business as now being conducted, and is duly qualified and in good standing
      to
      do business in each jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification
      necessary.

    


    (b)CERTIFICATE
      OF INCORPORATION, BYLAWS, AND MINUTE BOOKS. The copies of the Articles of
      Incorporation and of the Bylaws of CHHL which have been delivered to
TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and All
      100% Shareholders are true, correct and complete copies
      thereof. The minute book of CHHL, which has been made available for inspection,
      contains accurate minutes of all meetings and accurate consents in lieu of
      meetings of the Board of Directors (and any committee thereof) and of the
      shareholders of CHHL since the date of  incorporation and accurately
      reflects all transactions referred to in such minutes and consents in lieu
      of
      meetings.

    


    ©AUTHORITY.
      CHHL has all requisite 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 the Board of Directors of CHHL and Its Parent Holding
      Company: China Holdings, Inc. (NASD OTCBB: CHHL). No other corporate or
      shareholder proceedings on the part of CHHL are necessary to authorize the
      Acquisition, or the other transactions contemplated hereby.

    


    (d)CONFLICT
      WITH OTHER AGREEMENTS; APPROVALS. The execution and delivery of this Agreement
      does not, and the consummation of the transactions contemplated hereby will
      not
      result in any violation of, or 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 obligation or the loss of a material benefit under, or
      the
      creation of a lien, pledge, security interest or other encumbrance on assets
      (any such conflict, violation, default, right of termination, cancellation
      or
      acceleration, loss or creation, a "violation") pursuant to any provision of
      the
      Articles of Incorporation or Bylaws or any organizational document of CHHL
      or,
      result in any violation of any loan or credit agreement, note, mortgage,
      indenture, lease, benefit plan or other agreement, obligation, instrument,
      permit, concession, franchise, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to CHHL which violation would have
      a
      material adverse effect on CHHL taken as a whole. The Final consent, approval,
      order or authorization of, or registration, declaration or filing with, any
      court, administrative agency or commission or other governmental authority
      or
      instrumentality, domestic or foreign (a "Governmental Entity") is required
      by or
      with respect to CHHL in connection with the execution and delivery of this
      Agreement by CHHL or the consummation by CHHL of the transactions contemplated
      hereby.

    


    (e)
      BOOKS
      AND RECORDS. CHHL has made and will make available for inspection by
TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO.,
      LTD. and All 100%
      Shareholders“upon reasonable request all the books of CHHL relating to
      the business of CHHL. Such books of CHHL have been maintained in the ordinary
      course of business. All documents furnished or caused to be furnished to
“TONG REN KAI YU MINERALS CO., LTD. and its
TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and
Gui Zhou FuRuiDe MINERALS CO., LTD. and All
      100% Shareholders by CHHL are true and correct copies, and
      there are no amendments or modifications thereto except as set forth in such
      documents.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    (f)
      COMPLIANCE WITH LAWS. CHHL is and has been in compliance in all material
      respects with all laws, regulations, rules, orders, judgments, decrees and
      other
      requirements and policies imposed by any Governmental Entity applicable to
      it,
      its properties or the operation of its businesses.

    


    (g)
      SEC
      FILINGS. CHHL via its parent holding company: China Holdings, Inc. ( CHHL.OTCBB
      NASD) has filed all periodic reports required to be filed with the Securities
      and Exchange Commission USA and as of the date hereof, is current in its filing
      obligations.

    


    (h)
      FINANCIAL STATEMENTS AND TAX RETURNS. Copies of CHHL /its parent holding
      company: China Holdings, Inc. ( CHHL.OTCBB NASD) ‘s audited  financial
      statements for the fiscal years ended December 31, 2005 and December 31, 2006,
      and Ending Sep.30th, 2007 and of its tax return for the fiscal year 2005 /6
      have
      been delivered to TONG REN KAI YU MINERALS CO., LTD. and its
TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and
Gui Zhou FuRuiDe MINERALS CO., LTD.
      And All 100% Shareholders

    


    (i)
      LITIGATION. There is no suit, action or proceeding pending, or, to the knowledge
      of CHHL, threatened against or affecting China Holdings, Inc. ( CHHL.OTCBB
      NASD)
      which is reasonably likely to have a material adverse effect on CHHL, nor is
      there any judgment, decree, injunction, rule or order of any Governmental Entity
      or arbitrator outstanding against CHHL having, or which, in so far as reasonably
      can be foreseen, in the future could have, any such effect.

    


    (j)
      TAX
      RETURNS. CHHL and its parent holding company: CHINA HOLDINGS, INC. (CHHL.OTCBB
      NASD) has duly filed any tax reports and returns required to be filed and have
      fully paid all taxes and other charges claimed to be due from it by any federal,
      state or local taxing authorities. There are not now any pending questions
      relating to or claims asserted for, taxes or assessments asserted upon CHHL
      and
      its parent holding company: CHINA HOLDINGS, INC. (CHHL.OTCBB NASD).

    


    (k)
      Indemnity  CHINA HOLDINGS, INC. (CHHL.OTCBB NASD) agree to indemnify
      and save harmless TONG REN KAI YU MINERALS CO., LTD. and its
TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and
Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and All 100% shareholders
and shareholders hereunder from
      and against any and all claims,
      demands, actions, suits, proceedings, assessments, judgments, damages, costs,
      losses and expenses, including any payment made in good faith in settlement
      of
      any claim (subject to the right of CHHL and its parent holding company: CHINA
      HOLDINGS, INC. (CHHL.OTCBB NASD) to defend any such claim), resulting from
      the
      breach by any of them of any representation or warranty of such party made
      under
      this Agreement or from any misrepresentation in or omission from any certificate
      or other instrument furnished or to be furnished by TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and All
      100%Shareholders

    


    Section
      2.2 REPRESENTATIONS AND WARRANTIES OF TONG REN
      KAI YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and All
100%
      Shareholders represent and warrant to CHINA HOLDINGS, INC.
      (CHHL.OTCBB NASD) as follows:

    


    (a)
      ORGANIZATION, STANDING AND POWER. TONG REN KAI YU MINERALS CO., LTD.
and its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and Gui Zhou FuRuiDe MINERALS CO.,
      LTD.is a corporation duly organized, validly existing
      and in good standing under the laws of China, has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now being conducted, and is duly qualified and in good standing to do
      business in each jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification
      necessary.

    


    (b)
      CERTIFICATE OF INCORPORATION, BYLAWS AND MINUTE BOOKS. The copies of the
      Certificate of Incorporation and of the other corporate documents of
TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and
      Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and All 100%Shareholders
which have been delivered to CHHL
      are true, correct and complete copies
      thereof. The minute books of TONG REN KAI YU MINERALS CO.,
      LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and All
      100% Shareholders which have been made available to CHHL for
      inspection contain accurate minutes of all meetings and accurate consents in
      lieu of meetings of the Board of Directors (and any committee thereof) and
      of
      the 100% shareholders of TONG REN KAI YU MINERALS CO., LTD. and
      its TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and
Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and All 100% Shareholders
since the date of incorporation
      and accurately reflect all transactions
      referred to in such minutes and consents in lieu of meetings.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    (c)
      AUTHORITY. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
      All 100% Shareholders has all requisite power to enter into
      this Agreement and, subject to approval of the proposed transaction by the
      shareholders of 100% of its ownership which are entitled to vote to approve
      the
      proposed transaction, has the requisite power and authority to consummate the
      transactions contemplated hereby. Except as specified herein, no other corporate
      or shareholder proceedings on the part of TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANTAND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders are
      necessary to authorize the Acquisition and the other transactions contemplated
      hereby.

    


    (d)
      CONFLICT WITH AGREEMENTS; APPROVALS. The execution and delivery of this
      Agreement does not, and the consummation of the transactions contemplated hereby
      will not, conflict with, or result in any violation of any provision of the
      Certificate of Incorporation or Bylaws of TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD.and All 100% Shareholders or of any loan or
      credit agreement, note, mortgage, indenture, lease, benefit plan or other
      agreement, obligation, instrument, permit, concession, franchise, license,
      judgment, order, decree, statute, law, ordinance, rule or regulation applicable
      to TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders or its properties or assets. The Final
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any Governmental Entity is required by or with respect to TONG
      REN
      KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders in connection with the execution and
      delivery of this Agreement by TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG
      REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO., LTD. and All 100% Shareholders, or the consummation
      by TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
All 100%Shareholders of the transactions contemplated
      hereby.

    


    (e)
      BOOKS
      AND RECORDS. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
      All 100% Shareholders has made and will make available for
      inspection by CHHL upon reasonable request all the books of account, relating
      to
      the business of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders. Such books of account
      of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders have been maintained in the ordinary
      course of business. All documents furnished or caused to be furnished to CHHL
      by
      TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders are true and correct copies, and there
      are no amendments or modifications thereto except as set forth in such
      documents.

    


    (f)
      COMPLIANCE WITH LAWS. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders is and has been in
      compliance in all material respects with all laws, regulations, rules, orders,
      judgments, decrees and other requirements and policies imposed by any
      Governmental Entity applicable to it, its properties or the operation of its
      businesses.

    


    (g)
      LIABILITIES AND OBLIGATIONS.  TONG REN KAI YU MINERALS CO., LTD. AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and Its 100% SHAREHOLDERS confirm that ON
      FURTHER “ FINAL TRANSACTION DAY” THAT TONG REN KAI YU MINERALS CO.,
      LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU
      FURUIDE MINERALS CO., LTD.will has NO DEBTS , NO LIABILITIES , and is legally
      fully free from all liens, mortgages, taxes, charges, pledges, encumbrances
      or
      other burdens with all rights ON FURTHER “ FINAL TRANSACTION DAY” as
      legally mutually defined as above.

    


    TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and ITS 100%
      SHAREHOLDERS will clear legally financially for any/ all the debts,
      including liens, mortgages, taxes, charges, pledges, encumbrances or other
      burdens with all rights now or thereafter attached thereto, and/or prior to
      THE
      FINAL ACQUISITION TRANSACTION DAY.

    


    (h)
      FINANCIAL STATEMENTS AND TAX RETURNS. Copies of TONG REN KAI YU MINERALS CO.,
      LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU FURUIDE MINERALS CO., LTD. ‘s audited financial statements for the
      fiscal years ended December 31, 2005 and December 31, 2006, and AUG 30 2007
      according to US General Accepted Accounting Principles ("US GAAP") and of its
      tax return for the fiscal year 2004 have to be completed and delivered to CHHL
      ASAP.

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    (I)
      LITIGATION. There is no suit, action or proceeding pending, or, to the knowledge
      of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. ‘S
      threatened against or affecting TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG
      REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO., LTD. and All 100% Shareholders, which is
      reasonably likely to have a material adverse effect on TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100% Shareholders,
      nor is there any judgment, decree, injunction, rule or order of any Governmental
      Entity or arbitrator outstanding against TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders having, or
      which, insofar as reasonably can be foreseen, in the future could have, any
      such
      effect.

    


    (j)
      TAXES. “TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
      All 100% Shareholders” has filed or will file within the
      time prescribed by law (including extension of time approved by the appropriate
      taxing  authority) all tax returns and reports required to be filed
      with all  other jurisdictions where such filing is required by law;
      and TONG REN KAI YU MINERALS CO., LTD.AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders has paid, or made adequate provision for the
      payment of all taxes, interest, penalties, assessments or deficiencies due
      and
      payable on and with respect to such periods. TONG REN KAI YU MINERALS CO.,
      LTD.
      AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU
      FURUIDE MINERALS CO., LTD. and All 100% Shareholders knows
      of (i) no other tax returns or reports which are required to be filed which
      have
      not been so filed and (ii) no unpaid assessment for additional taxes for any
      fiscal period or any basis therefore.

    


    (k)
      LICENSES, PERMITS; INTELLECTUAL PROPERTY. TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders owns or
      possesses in the operation of its business all material authorizations which
      are
      necessary for it to conduct its business as now conducted. Neither the execution
      or delivery of this Agreement nor the consummation of the transactions
      contemplated hereby will require any notice or consent under or have any
      material adverse effect upon any such authorizations.

    


    (l)
      Indemnity  TONG REN KAI YU MINERALS CO., LTD.
and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant
and Gui Zhou FuRuiDe MINERALS CO.,
      LTD. and All 100% shareholders
agree to indemnify and save harmless
      CHINA HOLDINGS, INC. (CHHL.OTCBB
      NASD) and All 100% shareholders hereunder from and against any
      and all claims, demands, actions, suits, proceedings, assessments, judgments,
      damages, costs, losses and expenses, including any payment made in good faith
      in
      settlement of any claim (subject to the right of TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. to defend any such claim),
      resulting from the breach by any of them of any representation or warranty
      of
      such party made under this Agreement or from any misrepresentation in or
      omission from any certificate or other instrument furnished or to be furnished
      by CHINA HOLDINGS, INC. (CHHL.OTCBB NASD) and All 100%
      shareholders.

    (m)
      NONSOLICITATION

    


    For
      a
      period  of three (3) years  after
      the  Closing  Date,  TONG REN KAI YU MINERALS CO.,
      LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU
      FURUIDE MINERALS CO., LTD. Shareholders shall not, directly or indirectly:
      (a)  solicit  the  business  of any
      person or entity  that is a customer of CHHL;
      (b)  cause,  induce or attempt to cause or induce
      any  customer,  supplier, licensee, licensor, franchisee,
      employee, consultant or other business relation of CHHL to cease doing business
      with CHHL, to deal with any competitor of CHHL or in any way interfere with
      its
      relationship with CHHL; (c)  cause,  induce or attempt to
      cause or induce any  customer,  supplier; licensee,
      licensor, franchisee, employee, consultant or other business relation
      of  CHHL and shareholders on the Closing Date or within the
      year  preceding  the Closing  Date to cease
      doing  business with CHHL,  to deal with
      any  competitor of CHHL or in any way interfere with its relationship
      with CHHL; or (d)  hire,  retain or attempt to hire or
      retain any employee or independent
      contractor  of  CHHL  or  in  any  way  interfere   with  the
      relationship  between  CHHL  and  any  of  its  employees  or
      independent contractors.

    


    Section
      2.3 REPRESENTATIONS AND WARRANTIES OF

    TONG
      REN
      KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders to CHINA HOLDINGS, INC. (CHHL.OTCBB
      NASD) /100% Shareholders

    


    By
      Execution of this Agreement, ALL/EACH of the SHAREHOLDER/SHAREHOLDERS OF TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      Shareholders represents and warrants to CHHL and its parent holding
      company: CHINA HOLDINGS, INC. (CHHL.OTCBB NASD) as follows:

    


    (a)
      OWNERSHIP FREE AND CLEAR. The ownership of TONG REN KAI YU MINERALS CO., LTD.
      AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU
      FURUIDE MINERALS CO., LTD. and All 100%Shareholders which
      SHAREHOLDER/SHAREHOLDERS owns are free and clear of any liens, claims, options,
      charges or encumbrances of any nature.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (b)
      UNQUALIFIED RIGHT TO TRANSFER OWNERSHIPS. He or she has
      the  unqualified right to sell, assign, and deliver the portion of the
      ownership of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
      All 100% Shareholders and, upon consummation of the
      transactions contemplated by this Agreement, CHHL will acquire good and valid
      title  to such ownerships, free and clear of all liens, claims,
      options, charges, and encumbrances of whatsoever nature.

    


    (c)
      AGREEMENT AND TRANSACTION DULY AUTHORIZED.

    SHAREHOLDERS
      are authorized to execute and deliver this Agreement and to consummate the
      acquisition transaction described herein. Neither the execution and delivery
      of  this Agreement nor the consummation of the transactions
      contemplated  hereby will constitute a violation or default under any
      term or provision of any contract, commitment, indenture, other agreement or
      restriction of any kind or character to which such SHAREHOLDER is a party or
      by
      which such SHAREHOLDER is bound.

     

    (d)SHAREHOLDERS
      admits that CHHL and its parent holding company: CHINA HOLDINGS, INC.
      (CHHL.OTCBB NASD) has EXCLUSIVE FIRST REFUSAL

    right
      to
      acquire 100% ownership of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN
      SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO.,
      LTD. by this Agreement and he shall not transfer the ownership to any other
      person/organization after this General Acquisition Definitive Agreement is
      signed mutually.

    


    Section
      2.4 MUTUAL CONFIDENTIAL DUTIES

    


    (a)
      CHINA
      HOLDINGS, INC. (CHHL.OTCBB NASD), and TONG REN KAI YU MINERALS CO., LTD. AND
      ITS
      TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders acknowledge
      that, in the course of performing their respective obligations, they will be
      receiving information which is proprietary and confidential to the disclosing
      party and which the disclosing party wishes to protect from public disclosure
      (''Proprietary Information'').

    


    (b)
      Proprietary Information, as used in this Agreement, includes, without
      limitation, all information disclosed at any time before, after or at the time
      of execution of this Agreement between the parties, and any other confidential
      information or trade secrets which have been or will be disclosed between the
      parties relating to their respective businesses, customers, products, marketing
      and sales plans, financial status, product development plans, strategies and
      the
      like.

    


    (c)
      Each
      party: (1) will hold the Proprietary Information in confidence and not disclose
      it, except to its employees or representatives to whom disclosure is necessary
      to effect the purposes of this Agreement and who are similarly bound to hold
      the
      Propriety Information in confidence; (2) will use its best efforts to prevent
      inadvertent or unauthorized disclosure, publication or dissemination of any
      Proprietary Information; (3) will not make any use of any Proprietary
      Information, nor circulate Proprietary Information in its organization, except
      to the extent necessary to carry out the intent of this Agreement.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      III

     COVENANTS
      RELATING TO CONDUCT OF BUSINESS

    


    Section
      3.1 COVENANTS OF TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN
      SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO.,
      LTD. and All 100% Shareholders and CHHL.

    


    During
      the period from the date of this Agreement and continuing until the Effective
      Time, TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders and shareholders and CHHL each agree as
      to themselves (except as expressly contemplated or permitted by this Agreement,
      or to the extent that the other party shall otherwise consent in
      writing):

    


    (a)
      ORDINARY COURSE. Each party shall carry on its respective businesses in the
      usual, regular and ordinary course in substantially the same manner as
      heretofore conducted.

    


    (b)
      DIVIDENDS; CHANGES IN STOCK.  TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders shall not (i) declare or pay any
      dividends on or make other distributions in respect of any of its capital stock,
      or (ii) repurchase or otherwise acquire, or permit any subsidiary to purchase
      or
      otherwise acquire, any shares of its capital stock.

    


    (c)
      ISSUANCE OF SECURITIES. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN
      SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders shall not issue, deliver or
      sell, or authorize or propose the issuance, delivery or sale of, any shares
      of
      its capital stock of any class, any voting debt or any securities convertible
      into, or any rights, warrants or options to acquire, any such shares, voting
      debt or convertible securities.

    


    (d)
      GOVERNING DOCUMENTS. No party shall amend or propose to amend its Articles
      of
      Incorporation or Bylaws.

    


    (e)NO
      DISPOSITIONS. Except for the transfer of assets in the ordinary course of
      business consistent with prior practice, TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD.and All 100% Shareholders shall not sell,
      lease, encumber or otherwise dispose of, or agree to sell, lease, encumber
      or
      otherwise dispose of, any of its assets, which are  material,
      individually or in the aggregate, to such party.

    


    (f)
      INDEBTEDNESS. TONG REN KAI YU MINERALS CO., LTD.AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD.and All
      100% Shareholders shall not incur any indebtedness for borrowed
      money or guarantee any such indebtedness or issue or sell any debt securities
      or
      warrants or rights to acquire any debt securities of such party or guarantee
      any
      debt securities of others other than in each  case in the ordinary
      course of business consistent with prior practice.

    


    Section
      3.2 OTHER ACTIONS. No party shall take any action that would or is
      reasonably likely to result in any of its representations and warranties set
      forth in this Agreement being untrue as of the date made (to the extent so
      Co.,
      LTD), or in any of the conditions to the Acquisition set forth in Article V
      not
      being satisfied.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      IV

     ADDITIONAL
      AGREEMENTS AND RELATED TRANSACTIONS

    


    Section
      4.1 RESERVED

    Section
      4.2 ACCESSES TO INFORMATION. Upon reasonable notice, CHHL (or/and
      its
      Nominee Mining Subsidary Company in China)and TONG REN KAI YU MINERALS CO.,
      LTD.AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU
      FURUIDE MINERALS CO., LTD. shall each afford to the officers, employees,
      accountants, counsel and other representatives of the other company, access
      to
      all their respective properties, books, contracts, commitments and records
      and,
      during such period, each of CHHL (or/and its Nominee Mining Subsidary Company
      in
      China) and TONG REN KAI YU MINERALS CO., LTD.AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and
      All 100% Shareholders shall furnish promptly to the other (a) a
      copy of each report, schedule, registration statement and other document filed
      or received by it during such period pursuant to the requirements of Federal
      or
      state securities laws concerning its business, properties and personnel as
      such
      other party may reasonably request. Unless otherwise required by law, the
      parties will hold any such information which is nonpublic in confidence until
      such time as such information otherwise becomes publicly available through
      no
      wrongful act of either party, and in the event of termination of this Agreement
      for any reason each party shall promptly return all nonpublic documents obtained
      from any other party, and any copies made of such documents, to such other
      party.

    


    Section
      4.3 LEGAL CONDITIONS TO ACQUISITION. Each of CHHL (or/and its Nominee
      Mining Subsidary Company in China)and TONG REN KAI YU MINERALS CO., LTD. AND
      ITS
      TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders shall take all
      reasonable actions necessary to comply promptly with all legal requirements
      which may be imposed on itself with respect to the Acquisition and will promptly
      cooperate with and furnish information to each other in connection with any
      such
      requirements imposed upon any of them or upon any of their related entities
      or
      subsidiaries in connection with the Acquisition. Each party shall take all
      reasonable actions necessary to obtain (and will cooperate with each other
      in
      obtaining) any consent, authorization, order or approval of, or any exemption
      by, any Governmental Entity or other public or private third party, required
      to
      be obtained or made by CHHL or  TONG REN KAI YU MINERALS CO., LTD. AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders or any of their
      related entities or subsidiaries in connection with the Acquisition or the
      taking of any action contemplated thereby or by this Agreement.

    


    Section
      4.4 BOARD OF DIRECTORS AND OFFICERS. There should be no change in
      the
      board of directors of TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders before the Closing. Subsequent
      to the Closing, CHHL has the rights to appoint new directors to the board of
      TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT  AND GUI ZHOU FURUIDE MINERALS CO., LTD.and All
      100% Shareholders

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      V

     CONDITIONS
      PRECEDENT

    


    Section
      5.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
      ACQUISITION.

    


    The
      respective obligations of each party to effect the Acquisition shall be
      conditional upon the filing, occurring or obtainment of all authorizations,
      consents, orders or approvals of, or declarations or filings with, or
      expirations of waiting periods imposed by any governmental entity or by any
      applicable law, rule, or regulation governing the transactions contemplated
      hereby.

    


    Section
      5.2 CONDITIONS TO OBLIGATIONS OF CHHL. The obligation of CHHL to effect
      the Acquisition is subject to the satisfaction of the following conditions
      on or
      before the Closing Date unless waived by CHHL:

    


    (a)
      REPRESENTATIONS AND WARRANTIES. The representations and warranties
      of  TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders set forth in this Agreement shall be true
      and correct in all material respects as of the date of this Agreement and
      (except to the extent such representations and warranties speak as of an earlier
      date) as of the Closing Date as though made on and as of the Closing Date,
      except as otherwise contemplated by this Agreement, and CHHL shall have received
      a certificate signed on behalf of TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders by the Chairman of
      TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      Shareholders and a certificate signed by each of the
      SHAREHOLDERS to such effect.

    


    (b)
      PERFORMANCE OF OBLIGATIONS OF TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG
      REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO., LTD. and All 100% Shareholders TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders

    shall
      have performed in all material respects all obligations required to be performed
      by it under this Agreement at or prior to the Closing Date, and CHHL shall
      have
      received a certificate signed on behalf of  TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100% Shareholders by
      the President and chief executive officer to such effect.

    


    (c)
      CLOSING DOCUMENTS. CHHL shall have received such certificates and other closing
      documents as counsel for CHHL shall reasonably request.

    


    (d)
      SALES
      OF OWNERSHIPS. SHAREHOLDERS holding 100% of the ownership of  TONG REN
      KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders shall have executed this Agreement and consented
      to completion of the acquisition transaction described herein.

    


    (e)
      CONSENTS. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders shall have obtained the consent or approval
      of each person whose consent or approval shall be required in connection with
      the transactions contemplated hereby under any loan or credit agreement, note,
      mortgage, indenture, lease or other agreement or instrument, except those for
      which failure to obtain such consents and approvals would not, in the reasonable
      opinion of CHHL, individually or in the aggregate, have a material adverse
      effect on TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders and its subsidiaries and related entities
      taken as a whole upon the consummation of the transactions contemplated hereby.
      TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      Shareholders shall also have received the approval of All
      100%Shareholders in accordance with applicable law.

    


    (f)
      DUE
      DILIGENCE REVIEW. CHHL shall have completed to its reasonable satisfaction
      a
      review of the business, operations, finances, assets and liabilities
      of  TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders and shall not have determined
      that any of the representations or warranties of TONG REN KAI YU MINERALS CO.,
      LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU
      FURUIDE MINERALS CO., LTD. and All 100% Shareholders contained
      herein are, as of the date hereof or the Closing Date, inaccurate in any
      material respect or that TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN
      SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders is otherwise in violation of any
      of the provisions of this Agreement.

    


    (g)
      PENDING LITIGATION. There shall not be any litigation or other proceeding
      pending or threatened to restrain or invalidate the transactions contemplated
      by
      this Agreement, which, in the sole reasonable judgment of CHHL, made in good
      faith, would make the consummation of the Acquisition imprudent. In addition,
      there shall not be any other litigation or other proceeding pending or
      threatened against TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders, the consequences of which, in
      the judgment of CHHL, could be materially adverse to TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders

    


    Section
      5.3 CONDITIONS TO OBLIGATIONS OF TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All
      100% Shareholders   The obligation of TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders to effect the Acquisition is subject to the
      satisfaction of the following conditions unless waived by TONG REN KAI YU
      MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS
      PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders:

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
 

    (a)
      REPRESENTATIONS AND WARRANTIES. The representations and warranties of CHHL
      set
      forth in this Agreement shall be true and correct in all material respects
      as of
      the date of this Agreement and (except to the extent such representations speak
      as of an earlier date) as of the Closing Date as though made on and as of the
      Closing Date, except as otherwise contemplated by this Agreement, TONG REN
      KAI
      YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS
      PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholdersshall have received a certificate signed on behalf
      of CHHL by the President or the chief executive officer to such
      effect.

    


    (b)
      PERFORMANCE OF OBLIGATIONS OF CHHL. CHHL shall have performed in all material
      respects all obligations required to be performed by it under this Agreement
      at
      or prior to the Closing Date, and TONG REN KAI YU MINERALS CO., LTD. AND ITS
      TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders shall have
      received a certificate signed on behalf of CHHL by the Chairman or the chief
      executive officer to such effect.

    


    (c)
      CLOSING DOCUMENTS. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders shall have received such
      certificates and other closing documents as counsel for TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders

    shall
      reasonably request.

    


    (d)
      CONSENTS. CHHL shall have obtained the consent or approval of each person whose
      consent or approval shall be required in connection with the transactions
      contemplated hereby.

    


    (e)
      DUE
      DILIGENCE REVIEW. TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders shall have completed to its
      reasonable satisfaction a review of the business, operations, finances, assets
      and liabilities of CHHL and shall not have determined that any of the
      representations or warranties of CHHL contained herein are, as of the date
      hereof or the Closing Date, inaccurate in any material respect or that CHHL
      is
      otherwise in violation of any of the provisions of this Agreement.

    (f)
      PENDING LITIGATION. There shall not be any litigation or other proceeding
      pending or threatened to restrain or invalidate the transactions contemplated
      by
      this Agreement, which, in the sole reasonable judgment of TONG REN KAI YU
      MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS
      PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
Shareholders, made in good faith, would make the consummation
      of the Acquisition imprudent. In addition, there shall not be any other
      litigation or other proceeding pending or threatened against CHHL the
      consequences of which, in the judgment of TONG REN KAI YU MINERALS CO., LTD.
      AND
      ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE
      MINERALS CO., LTD. and All 100% Shareholders,could
      be materially adverse to CHHL.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      VI

     TERMINATION
      AND AMENDMENT

    


    Section
      6.1 TERMINATION. This Agreement may be terminated at any time prior
      to
      the Effective Time:

    


    (a)
      by
      mutual consent of CHHL and TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG
      REN
      SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS
      CO.,
      LTD. and All 100% Shareholders

    


    (b)
      by
      either CHHL or TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders

    if
      there
      has been a material breach of any representation, warranty, covenant or
      agreement on the part of the other set forth in this Agreement which breach
      has
      not been cured within thirty (30) business days following receipt by the
      breaching party of notice of such breach, or if any permanent injunction or
      other order of a court or other competent authority preventing the consummation
      of the Acquisition shall have become final and non-appeal able; or

    


    Section
      6.2 EFFECT OF TERMINATION. In the event of termination of this
      Agreement by either TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders or CHHL as provided in Section
      6.1, this Agreement shall forthwith become void and there shall be no liability
      or obligation on the part of any party hereto. In such event, all costs and
      expenses incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by the party itself incurring such
      expenses.

    


    Section
      6.3 AMENDMENT. This Agreement may be amended by mutual agreement of
      CHHL, TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      SHAREHOLDERS, provided that in the case of CHHL and TONG REN KAI YU MINERALS
      CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND
      GUI
      ZHOU FURUIDE MINERALS CO., LTD. and All 100% Shareholders any
      such amendment must authorized by their respective Boards of Directors, and
      to
      the extent required by law, approved by their respective shareholders. Any
      such
      amendment must be by an instrument in writing signed on behalf of each of the
      parties hereto.

    


    Section
      6.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
      parties hereto, by action taken or authorized by their respective Board of
      Directors, may, to the extent legally allowed, (a) extend the time for the
      performance of any of the obligations or other acts of the other parties hereto,
      (b) waive any inaccuracies in the representations and warranties contained
      herein or in any document delivered pursuant hereto and (c) waive compliance
      with any of the agreements or conditions contained herein. Any agreement on
      the
      part of a party hereto to any such extension or waiver shall be valid only
      if
      set forth in a written instrument signed on behalf of such party.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      VII

     GENERAL
      PROVISIONS

    


    Section
      7.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All of
      the
      representations, warranties and agreements in this Agreement or in any
      instrument delivered pursuant to this Agreement shall survive the Effective
      Time
      for a period of THREE year from the date of this Agreement.

    


    Section
      7.2 NOTICES. All notices and other communications hereunder shall
      be in
      writing and shall be deemed given if delivered personally, telescoped (which
      is
      confirmed) or mailed by registered or certified mail (return receipt requested)
      to the parties at the following addresses (or at such other address for a party
      as shall be specified by like notice):

    


    (a).
      If
      to CHINA HOLDINGS, INC.

    Attn:
      Julianna Lu

    The
      Chief
      Executive Officer

    Business
      Address

    101
      Convention Center Drive, Suite 700,

    Las
      Vegas, NV 89107-2001 USA

    Fax:
      86-10-6586-4790 (China)

    


    (b)
      If to
      TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      Shareholders:

    Business
      Address:BaiHuan
      Zhen, GuiZhou PR China for all following:

    


    100%
      SHAREHOLDERS OF TONG REN KAI YU MINERALS CO., LTD. :

    Chongqing
      Kayoo Investment Group Stock Co.Ltd.: 99.5% and BENHAI LV 0.5%

    


    100%
      SHAREHOLDERS OF TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant IS BENHAI
      LV.: 100%

    


    100%
      SHAREHOLDERS OF Gui Zhou FuRuiDe MINERALS CO.,
      LTD. ARE : Chongqing Kayoo Investment Group Stock
      Co.Ltd.: 51% and Other: 49%

    


    (d).
      With
      a copy to: China Holdings, Inc.

    Corporate
      Attorneys: SRFFLLP, New York, New York

    


    (b)With
      a
      copy to: TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN
      NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders’s Corporate Attorneys, BEIJING PR
      CHINA

    


    Section
      7.3 INTERPRETATION. When a reference is made in this Agreement to
      Sections, such reference shall be to a Section of this Agreement unless
      otherwise indicated. The headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Whenever the words "include", "includes" or "including" are
      used
      in this Agreement, they shall be deemed to be followed by the words "without
      limitation". The phrase "made available" in this Agreement shall mean that
      the
      information referred to has been made available if requested by the party to
      whom such information is to be made available.

    


    Section
      7.4 COUNTERPARTS. This Agreement may be executed in two or more
      counterparts, all of which shall be considered one and the same agreement and
      shall become effective when two or more counterparts have been signed by each
      of
      the parties and delivered to the other parties, it being understood that all
      parties need not sign the same counterpart. This English/Chinese version is
      final legal version as the acquisition definitive agreement, if there is any
      conflict in meaning between the English language version and Chinese language
      version of this Agreement, the English/Chinese Combined version shall
      prevail.

    


    Section
      7.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF
      OWNERSHIP. This Agreement (including the documents and the instruments referred
      to herein) constitutes the entire agreement and supersedes all prior agreements
      and understandings, both written and oral, among the parties with respect to
      the
      subject matter hereof, and is not intended to confer upon any person other
      than
      the parties hereto any rights or remedies hereunder.

    


    Section
      7.6 GOVERNING LAW. This Agreement shall be governed and construed
      in
      accordance with the laws of PR China and Nevada/SEC/NASD USA Laws without regard
      to principles of conflicts of law.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    Section
      7.7 NO REMEDY IN CERTAIN CIRCUMSTANCES. Each party agrees that, should
      any court or other competent authority hold any provision of this Agreement
      or
      part hereof or thereof to be null, void or unenforceable, or order any party
      to
      take any action inconsistent herewith or not to take any action required herein,
      the other party shall not be entitled to specific performance of such provision
      or part hereof or thereof or to any other remedy, including but not TONG REN
      KAI
      YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS
      PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All
      100% Shareholders to money damages, for breach hereof or
      thereof or of any other provision of this Agreement or part hereof or thereof
      as
      a result of such holding or order.

    


    Section
      7.8 PUBLICITY. Except as otherwise required by law or the rules of
      the
      SEC, so long as this Final Agreement is in effect, TONG REN KAI YU MINERALS
      CO.,
      LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI
      ZHOU
      FURUIDE MINERALS CO., LTD. and All 100% Shareholders shall
      issue or cause the publication of any press release or other public announcement
      with respect to the transactions contemplated by this Agreement without the
      written consent of CHHL.

    Section
      7.9 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
      or obligations hereunder shall be assigned by any of the parties hereto (whether
      by operation of law or otherwise) without the prior written consent of the
      other
      parties. Subject to the preceding sentence, this Agreement will be binding
      upon, inure
      to
      the benefit of and be enforceable by the parties and their respective successors
      and assigns.

    


    IN
      WITNESS WHEREOF, this Acquisition Agreement has been signed and executed by
      the
      parties set forth below as of the date set forth above.

    


    A.
      CHINA HOLDINGS, INC. (or/and its Nominee Mining Subsidary Company in
      China):

    Business
      Address: 101 Convention Center Drive, Suite 700, Las Vegas,NV 89107-2001
      USA

    Company
      Sealed Here

     

    By:

    /s/
      Julianna Lu

    
      
        

      

    

    Name:
      JULIANNA LU, An Authorized Signatory

    Title:
      Chief Executive Officer/Chairperson of Board

     CHINA
      HOLDINGS, INC. (NASD OTCBB: CHHL)

    (or/and
      its Nominee Mining Subsidary Company in China)

    Date:
      November 30th, 2007

    


    AUTHORIZED/51%
      CONTROLLING SHAREHOLDERS OF CHINA HOLDINGS, INC./or/and its NORMINEE SUBSIDARY
      COMPANY IN CHINA:

     

    
      /s/
        Julianna Lu

      
        
          

        

      

    

    Name:
      JULIANNA LU, An Authorized Signatory

    Major
      Shareholders with 51% Viting Rights OF

    CHINA
      HOLDINGS, INC. (NASD OTCBB: CHHL)

    (or/and
      its Nominee Subsidary Company in China)

    Date:
      November 30th, 2007

    


    B.
      TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD.

    Company
      Sealed Here

    
       

      /s/
        LV Benhai

      
        
          

        

      

    

    Name:
      LV BENHAI , An Authorized Signatory

    CHAIRMAN
      OF BOARD, and The President/CEO

    100%
      SHAREHOLDERS, An Authorized Signatory

    Title:
      Chairman/CEO/PRESIDENT

    Date:
      November 30th, 2007

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    100%
      SHAREHOLDERS OF TONG REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI
      BAHUANGZHEN NESHAO PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO.,
      LTD. and All 100% Shareholders:

    


    A.
      100%
      SHAREHOLDERS OF TONG REN KAI YU MINERALS CO., LTD. are:

    1.
      Chongqing Kayoo Investment Group Stock Co.Ltd.: 99.5%

    2.
      BenHai
      Lv: 0.5%

    Authorized
      Signatory of Chongqing Kayoo Investment Group Stock Co.Ltd.:

    


    
      /s/
        Benhai LV 

      
        
          

        

      

    

    BENHAI  LV,
      AN AUTHORIZED SIGNATORY

    CHAIRMAN
      OF BOARD

    Chongqing
      Kayoo Investment Group Stock Co.Ltd.

    November
      30th, 2007

    


    B.100%
      SHAREHOLDERS OF TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant is TONG
      REN KAI YU MINERALS CO., LTD.: IS BENHAI LV.: 100%

    


    
      
        /s/
          Benhai LV 

        
          
            

          

        

      

    

    BENHAI  LV,
      AN AUTHORIZED SIGNATORY

    100%
      SHAREHOLDERS OF

    Date:
      November 30th, 2007

    


    C.100%
      SHAREHOLDERS OF Gui Zhou FuRuiDe MINERALS CO.,
      LTD. ARE :Chongqing Kayoo Investment Group Stock
      Co.Ltd.: 51% and  Other 49%:

     

    
      
        /s/
          Benhai LV 

        
          
            

          

        

      

    

    BENHAI  LV,
      AN AUTHORIZED SIGNATORY

    of
      51%
Gui Zhou FuRuiDe MINERALS CO.,
      LTD.

    CHAIRMAN
      OF BOARD

    Chongqing
      Kayoo Investment Group Stock Co.Ltd.

    Date:
      November 30th, 2007

    


    


    ATTACHED
      EXHIBITIONS

    ATTACHED
      EXHIBITIONS:  ( Please provide with ORIGINAL and/or Notary Public
      Legal Documents ( in both Chinese & English) to CHINA HOLDINGS, INC. (NASD
      OTCBB:CHHL)FOR
      FURTHER EXECUTION/COMPLETION OF THIS ACQUISITION
      TRANSACTION/AGREEMENT

    


    FROM
      TONG
      REN KAI YU MINERALS CO., LTD.  AND ITS TONG REN SHI BAHUANGZHEN NESHAO
      PB-ZN-P MINERALS PLANT AND GUI ZHOU FURUIDE MINERALS CO., LTD. and All 100%
      Shareholders 100% Shareholders have legally delivered to “
CHINA HOLDINGS, INC. ( NASD OTCBB: CHHL) FOR FURTHER EXECUTION/COMPLETION
      OF
      THIS ACQUISITION TRANSACTION/AGREEMENT, WITH ::

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
 

    
      	
              1.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. and TONG
                REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant : 100%
                Ownership/Assets/Mining Licenses/Mining Exploration License/Corporate
                Certificates/Seals/3 Minerals Properties Mining
                Engneering Reports and
                Valuation.

            


    

    


    
      	
              2.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD.  and TONG REN Shi BaHuangZhen
                NeShao Pb-Zn-P Minerals Plant : 2 YEARS AUDITED FINANCIALSTATEMENTS
                (2006,2007)(US
                GAAP RULES)

            


    

    


    
      	
              3.  

            	
              TONG
                REN KAI YU MINERALS CO., LTD. legally operates and 100% owns TONG
                REN Shi
                BaHuangZhen NeShao Pb-Zn-P Minerals Plant。

            


    

    


    4.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN SHI BAHUANGZHEN NESHAO PB-ZN-P
      MINERALS PLANT owns & operates Two(2) Mining Exploration Licenses ( Zn, Pb,
      Cu, etc.) approved by Land & Resource
      Minister of People’s Republic of China
      as: 1.) The 1st
      Exploration
      License No. is ----------------- for area 2.57 Square KM ( Chart
      No.--------------)。The
      2nd Exploration
      License No.is ------------------for area 8.36 Square KM (Chart No.
      ----------------);

    


    5.TONG
      REN KAI YU MINERALS CO., LTD. AND ITS TONG REN
      Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant owns and operates Two (2) Mining
      Licenses (for production V2O5, Mo, P etc.) approved by Land &
Resource Minister of People’s Republic of China as: 1). 1St
      Mining License No.
      is -----------------for Tong Ren BaiHuangZhen NeShao Phosphorus (P) Mine at
      defined area 1.0933 Square KM and 2nd Mining
      License No.
      is ----------------for JiangKo County QingLou Phosphorus (P) Mine at defined
      area 0.4313 Square KM.

    


    6.Gui
      Zhou FuRuiDe MINERALS CO., LTD.owns and operates
      One(1) Mining Exploration Licenses (For production V2O5, Mo, P etc.) Approved
      by
      Land & Resource Minister of People’s Republic of China, The Exploration
      License No. is ----------------( Renewed Exploration License No.
      is-------------------) for JiangKou County WangHui Mining exploration at defined
      area of 12.15 Square KM.

    


    7. The
      total 100% ownership/rights/interest/assets/licenses of TONG REN KAI YU
      MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen NeShao
      Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. to be “legally transferred”
to/under “ CHINA HOLDINGS, INC. (and/or its
      legal nominee subsidiary company)
      UPON/with PR Chinese Government Fully Legally
      Approval/confirmation;

    


    8.TONG
      REN KAI YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD. and ITS 100% SHAREHOLDERS/MR.
      100%
      SHAREHOLDERS legally agreed to appoint China Holdings, Inc. ( NASD OTCBB: CHHL)
      as THE Chief Financial Officer ( CFO), and Executive Vice Chairman of Board
      Directors of TONG REN KAI YU MINERALS CO., LTD. and its
TONG REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals
      Plant and
Gui Zhou FuRuiDe MINERALS CO.,
      LTD. to manage, control, and operate TONG
      REN KAI YU MINERALS CO., LTD. and its TONG REN Shi BaHuangZhen
      NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD.

    


    9.Renew
      TONG REN KAI YU MINERALS CO., LTD. and its TONG REN Shi
      BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou FuRuiDe
MINERALS CO., LTD.’s corporate licenses extending
      to
      additional effective years effective periods and mining licenses and mining
      exploration licenses with extending to additional effective years ACCORDING
      TO
      THE CHINESE GOVERNMENT APPLICABEL REGULATIONS AND LAWS

    


    10.TONG
      REN KAI YU MINERALS CO., LTD and its TONG REN
      Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant and Gui Zhou
      FuRuiDe MINERALS CO., LTD. / and
      ITS 100% SHAREHOLDERS /MR. 100% SHAREHOLDERS shall clear all the debts,
      including liens, mortgages, taxes, charges, pledges, encumbrances or other
      burdens prior to This FINAL ACQUISITION TRANSACTION DAY.

     

     

    24