China Holdings Acquisition (HOL) 425 Business combination disclosure

August 7, 2009

EXHIBIT 99.2

Disclaimer

In connection with the proposed acquisition, China Holdings Acquisition Corp. (“CHAC”) will prepare a Registration Statement containing a

proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission. When completed, a definitive proxy

statement/prospectus and a form of proxy will be mailed to the stockholders of CHAC seeking their approval of the transaction. Before making

any

voting

decision,

CHAC’s

stockholders

are

urged

to

read

the

proxy

statement

/

prospectus

regarding

the

merger

carefully

and

in

its

entirety

because

it

will

contain

important

information

about

the

proposed

merger.

CHAC’s

stockholders

will

be

able

to

obtain,

without

charge,

a

copy

of

the proxy statement/prospectus (when available) and other relevant documents filed with the U.S. Securities and Exchange Commission from

the Commission’s website at http://www.sec.gov. CHAC’s stockholders will also be able to obtain, without charge, a copy of the proxy

statement/prospectus and other relevant documents (when available) by directing a request by mail to Mark L. Wilson at China Holdings

Acquisition  Corp., 1000 North West Street Suite 1200,  Wilmington, DE. 19801 or by telephone at (302) 295-4832.  CHAC and its directors and

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

CHAC’s

stockholders

with

respect

to

the

proposed

merger. 

Information

about

CHAC’s

directors

and

executive

officers

and

their

ownership

of

CHAC’s

common

stock

is

set

forth

in

CHAC’s

annual

report

on Form 10-K for the fiscal year ended December 31, 2008. Stockholders may obtain additional information regarding the interests of CHAC

and

its

directors

and

executive

officers

in

the

merger,

which

may

be

different

than

those

of

CHAC’s

stockholders

generally,

by

reading

the

proxy statement/prospectus and other relevant documents regarding the proposed merger, when filed with the U.S. Securities and Exchange

Commission.

This

document

includes

“forward-looking

statements”

within

the

meaning

of

the

safe

harbor

provisions

of

the

United

States

Private

Securities

Litigation

Reform

Act

of

1995.

Words

such

as

“expect,”

“estimate,”

“project,”

“budget,”

“forecast,”

“anticipate,”

“intend,”

“plan,”

“may,”

“will,”

“could,”

“should,”

“believes,”

“predicts,”

“potential,”

“continue,”

and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that

may

cause

actual

results,

levels

of

activity,

performance

or

achievements

to

differ

materially

from

results

expressed

or

implied

by

this

press

release. Such risk factors include, among others: future operating or financial results; future growth expectations and acquisitions; uncertainties

as

to

the

timing

of

the

acquisition;

approval

of

the

transaction

by

CHAC

stockholders;

the

satisfaction

of

closing

conditions

to

the

transaction;

costs

related

to

the

acquisition;

the

performance

of

Hendga;

the

impact

of

inflation

generally

as

well

as

on

the

rising

costs

of

materials;

specific

economic

conditions

in

China

generally

or

in

the

markets

in

which

Hengda

Ceramics

operates;

changes

in

laws

and

regulations;

potential

liability from future litigation; the diversion of management time on acquisition and integration related issues; modifications or adjustments to the

financial

statements

of

Hengda

as

a

result

of

applicable

securities

laws;

and

general

economic

conditions

such

as

inflation

or

recession.

Actual

results may differ materially from those contained in the forward-looking statements in this communication and documents filed with the SEC.

CHAC undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring

after the date of this communication. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as

of the date of this communication. All forward-looking statements are qualified in their entirety by this cautionary statement.

2

Disclaimer (cont)

The

financial

information

and

data

contained

in

this

presentation

is

unaudited

and

does

not

conform

to

the

SEC’s

Regulation

S-X.

Accordingly,

such

information

and

data

may

not

be

included

in,

may

be

adjusted

in

or

may

be

presented

differently

in,

CHAC’s

proxy

statement

to

solicit

stockholder

approval for the proposed acquisition of Hengda.

This presentation includes certain estimated financial information and forecasts presented as pro forma financial measures that are not derived in

accordance with generally accepted accounting principles (“GAAP”), and which may be deemed to be non-GAAP financial measures within the

meaning

of

Regulation

G

promulgated

by

the

SEC.

CHAC

and

Hengda

believe

that

the

presentation

of

these

non-GAAP

financial

measures

serve

to

enhance

the

understanding

of

the

financial

performance

of

Hengda

and

the

proposed

acquisition.

However,

these

non-GAAP

financial

measures

should be considered in addition to and not as substitutes for, or superior to financial measures of financial performance prepared in accordance with

GAAP. Our pro forma financial measures may not be comparable to similarly titled pro forma measures reported by other companies.

This presentation contains disclosure of EBITDA for certain periods, which may be deemed to be a non-GAAP financial measure within the meaning of

Regulation G promulgated by the Securities and Exchange Commission. Management believes that EBITDA, or earnings before interest, taxes,

depreciation and amortization, is an appropriate measure of evaluating operating performance and liquidity, because it reflects the resources available

for

strategic

opportunities

including,

among

others,

investments

in

the

business

and

strategic

acquisitions.

EBITDA

may

not

be

comparable

to

similarly

titled

measures

reported

by

other

companies.

EBITDA

is

not

a

recognized

term

under

U.S.

GAAP,

and

EBITDA

should

be

considered

in

addition

to,

and not as substitutes for, or superior to, operating income, cash flows, revenues, or other measures of financial performance prepared in accordance

with generally accepted accounting principles. EBITDA is not a completely representative measure of either the historical performance or, necessarily,

the future potential of Hengda

Ceramics.

For Non-GAAP reconciliation table please see Appendix B

3

Disclaimer (cont)

In order to ensure that that the acquisition is approved, China Holdings, JinJiang

Hengda

and their respective affiliates may enter into

transactions to purchase common shares of China Holdings from shareholders who have indicated their intention to vote against the acquisition

and

seek

conversion

of

their

shares.

In

addition,

China

Holdings,

JinJiang

Hengda

and

their

respective

affiliates

may

also

purchase

warrants

from

warrantholders.

Such

purchases

could

result

in

all

or

substantially

all

of

China

Holdings’

trust

fund

being

expended

to

pay

for

such

purchases post transaction, which would result in JinJiang

Hengda

not receiving any working capital from the trust account.  No transactions

have been entered into, but may include:

o

Purchases

by

China

Holdings,

JinJiang

Hengda

or

their

respective

affiliates

of

shares

or

warrants

of

China

Holdings;

o

Agreements with third parties to purchase shares or warrants that may then be resold to the combined company subsequent to the

acquisition using funds that were previously in the trust account;

o

Agreements

with

third

parties

pursuant

to

which

China

Holdings,

JinJiang

Hengda

or

their

respective

affiliates

would

borrow

funds

to

make purchases of common shares or warrants of China Holdings. The combined company would repay such borrowings using

funds that were previously in the trust account; and

o

The granting of securities to third party purchasers of common shares or warrants of China Holdings as an inducement for such third

parties to purchase such securities.

Any

China

Holdings

shares

purchased

by

China

Holdings

or

its

affiliates

would

increase

the

likelihood

that

the

transaction

would

be

approved.

4

Investment Highlights

Acquisition of a leading Chinese construction materials company

o

Jinjiang

Hengda

Ceramics Co., Ltd. (Hengda), manufacturers ceramic tiles used for

exterior siding and for interior flooring and design in residential and commercial

buildings

Established company that provides an attractive platform for growth

o

Anticipated

to

benefit

from

the

urbanization

of

China

as

well

as

Central

&

Provincial

governmental policies to develop housing in China

From 2005 through 2008 Hengda

achieved a Revenue compounded annual growth rate

(CAGR) of 25.1%, a Net Income CAGR of 23.9% and an EBITDA CAGR of 27.2%; assuming

Hengda

achieved all of its earn-out targets, the Net Income CAGR from 2009 to 2011 would

be 36.8%

Established and loyal customer base due to Hengda’s

commitment to superior quality,

research and development and innovative products

New production facility to start-up in September 2009 to meet market demand and drive

revenue growth

Valuation compares favorably to public company peers

China Holding Directors and Management will forfeit 1.6 million of 3.2 million shares

5

Transaction Overview

China Holdings (CHAC), through BVI located intermediary entities, will acquire 100% of the equity shares

of Jinjiang Hengda Ceramics Co., Ltd (“Hengda”)

o

CHAC will re-domicile as a BVI based company and the combined entity will be called China

Ceramics Co., Ltd.

The transaction is expected to close by November 21, 2009

o

CHAC and Hengda

are not required to obtain any Chinese government approvals to complete the

merger

o

Subject to SEC review and CHAC’s

stockholders approval

o

No minimum cash threshold to close transaction

Board of Directors will consist of five members total; 2 from CHAC (Paul Kelly & Cheng Davis); majority

will be independent

Lock-Up Agreement

o

Except

for

655,000

shares

(that

will

be

released

after

6

months)

all

other

shares

are

locked

up

for

12 months

Advisors

6

Hengda

Legal:  Hills & Co. (PRC); Ho & Tam (Hong Kong)

Accounting:  Grant Thornton (Singapore) 

CHAC

Legal:  Loeb & Loeb

Accounting:  RSM McGladrey

5,743,320 ordinary shares of CHAC to be issued to Hengda at closing

o

Initial equity transaction value of $56.2mm assuming a redemption value of $9.79 per share

o

Enterprise value of $61.2mm assuming current debt and $101.2mm including the cost of the

new production facility

o

No cash consideration

8,185,763 shares of CHAC will be held in escrow and will be released based on Hengda achieving

year over year growth targets and/or share price targets

o

Assuming Hengda receives the earn-out shares, the equity value will be $107.0mm and

enterprise value would be $112.0mm assuming current debt and $152.0mm including the

cost of the new production facility

For example, for every dollar of 2009 Net Income Before Tax above $28.0mm Hengda will receive

0.3284 CHAC shares up to a maximum of 1,214,127 shares.  The earn-out target for 2009 is

13.2% above the comparable 2008 figure

Earn-out Range

Financial Metric in the Fiscal Year

Min

Max

Implied

Growth

(1)

Shares Released 

per $ of Growth

Maximum Shares

Released

2009 Net Income

Before

Tax

$28.0

$31.7

13.2%

0.3284

1,214,127 

2010 Net Income After Tax

$23.8

$31.4

32.0%

0.2359

1,794,800

2011 Net Income After Tax

$31.4

$43.5

38.7%

0.1790

2,176,836

Stock price targets by April, 30 2012

Price of $20

1,000,000

for any 20 trading days in a 30 day trading period

Price of $25

2,000,000

Transaction Overview (cont)

7

(1)  Year over Year growth of max

benchmark after tax

Attractive Valuation

Assumes 33.2% Redemption

In millions except for share price

2009 Closing

2009

2010

2011

Net Income Targets for Contingent Shares

$23.8

(1)

$31.4

$43.5

Fully Diluted Shares

(2)

20.7

22.5

24.7

Fully Diluted Earnings Per Share  (EPS)

$1.15

$1.39

$1.76

Growth Rate

(1.3%)

21.5%

26.5%

P/E Ratio

(3)

8.0x

8.5x

7.0x

5.6x

PEG Ratio

(4)

0.4x

0.4x

0.3x

0.2x

P/E

Ratio

(3)

6.5x

7.0x

5.9x

4.7x

PEG

Ratio

(4)

0.3x

0.4x

0.2x

0.2x

P/E

Ratio

(3)

4.3x

4.8x

4.2x

3.5x

PEG

Ratio

(4)

0.3x

0.3x

0.2x

0.2x

Assumes

33.2%

Redemption

-

Excludes

Warrant

Dilution

Assumes

33.2%

Redemption

and

41.8%

Repurchase

(5)

-

Excludes

Warrant

Dilution

8

Notes:

1.Assumes 25% tax rate on Net Income before Tax Target of $31.7mm for 2009

2.Based on a redemption price of $9.79 per share and the treasury stock method.  Includes incentive shares issued for meeting Net Income targets 

and cancellation of 1.6mm founder shares

3.Based on redemption price of $9.79 per share 

4.Based on one year forward fully diluted EPS growth rate except 2011 which uses current year EPS growth

5.Equivalent to 75% redemption.  Assumes CHAC enters into transactions to purchase common shares from CHAC shareholders who have indicated 

their intention to vote against the acquisition and seek conversion of their shares at the redemption price

Attractive Valuation (cont)

9

Share Price

$9.79

$10.00

$15.00

$20.00

$25.00

$30.00

# of Founder Shares

1,600,000

1,600,000

1,600,000

1,600,000

1,600,000

1,600,000

# of Public Shares

3,200,000

3,200,000

3,200,000

3,200,000

3,200,000

3,200,000

# of Hengda

Shares

(1)

2009

6,957,467

6,957,467

6,957,467

8,957,467

9,957,467

9,957,467

2010

8,752,267

8,752,267

8,752,267

10,752,267

11,752,267

11,752,267

2011

10,929,103

10,929,103

10,929,103

12,929,103

13,929,103

13,929,103

Net Income

Implied EPS

2009

(2)

$23,772,993

$2.02

$2.02

$2.02

$1.73

$1.61

$1.61

2010

(2)

$31,380,292

$2.32

$2.32

$2.32

$2.02

$1.90

$1.90

2011

(2)

$43,538,248

$2.77

$2.77

$2.77

$2.46

$2.32

$2.32

Implied P/E

2009

4.8x

4.9x

7.4x

11.6x

15.5x

18.6x

2010

4.2x

4.3x

6.5x

9.9x

13.2x

15.8x

2011

3.5x

3.6x

5.4x

8.1x

10.8x

12.9x

Assumes

33.2%

Redemption

and

41.8%

Repurchase

(3)

-

Excludes

Warrant

Dilution

Notes:

1.Assumes Hengda achieves earn-out targets in specific year and receives agreed shares for achieving the share price targets

2.Permits maximum number of earn-out shares to be issued

3.Equivalent to 75% redemption.  Assumes CHAC enters into transactions to purchase common shares from CHAC shareholders who have indicated their intention

to vote against the acquisition and seek conversion of their shares at the redemption price

Company Overview

10

Hengda

is a leading Chinese manufacturer of ceramic tiles used for exterior siding and for interior

flooring and design in residential and commercial buildings

Founded in 1993, based in Jinjiang, Fujian Province, China

Produces

five

different

types

of

ceramic

tiles,

sold

under

“Hengda”

or

“HD”

trademark

2008

sales

were

94.7%

in

China

and

5.3%

were

exported

to

Japan,

Russia,

Eastern

Europe,

South

Korea,

United

Kingdom,

Australia,

Thailand,

Spain,

Turkey

and

Egypt

2005 to 2008 Revenue CAGR of 25.1% and Net Income CAGR of 23.9%

Currently building a new production facility in Gaoan, China

o

On track to start up September 2009 (3 production lines of 12 total)

o

Hengda

will

purchase

the

plant

for

approximately

approx

$40mm

after

the

transaction

with

CHAC

o

Investors

financed

the

construction

and

Hengda

provided

technical

support

o

Hengda

will

buy

product

“at

cost”

from

the

plant

until

closing

of

the

plant acquisition

o

The acquisition of the plant will be financed from cash

remaining in the SPAC and debt at 5.3% interest (can be 100%

debt

financed

if

required

–

proforma

Total

Debt/2008

EBITDA

would be 1.5x)

One of only two members based in the PRC of the “Drafting Committee

of

the

Ceramic

Industrial

Standard

Association”

for

the

exterior

wall

ceramic industry 

Company Overview

Gaoan

(New production

facility)

11

Jinjiang

(Corp HQ)

Superior Product Quality and Performance Drives Pricing Premium

Over two-thousand different

combinations of products, colors 

and sizes manufactured

The largest sized tiles measure

600 mm by 600 mm (23.6 x 23.6

inches)

Awarded “Chinese Well-Known

Mark”

in 2005 and “China

Building Ceramic Well-Known

Brand”

in 2008

12

Advanced Manufacturing Equipment and Technology

Jinjiang

Facility

Founded: 1993

Capacity of 28mm sq. meters

9 manufacturing lines; 1,500 employees

Currently operating at 100% capacity

Production lines are fully automated

Over

$3mm

invested

in

2006

–

08

to

upgrade

production lines and achieved recovery and

recycling of waste water, waste dust, exhaust

gas and kiln after-heat

Upgrade enabled energy savings of over 20%

Gaoan

Facility 

Est. start-up date: September 2009

Construction started in 2008

Capacity of 42 mm sq. meters in 2011

12 new manufacturing lines

o

3 lines operational in September

2009 (on schedule)

o

4 lines operational in 2010

o

5 lines operational in 2011

13

Automated Production Lines

14

Established and Loyal Customer Base

Current Distribution Network

Products are sold directly to a network of 31 exclusive distributors and to large real estate

developers;

9

of

the

top

10

customers

in

2008

have

worked

with

Hengda

from

9

to

11

years,

the

other for 3 years

Top 10 clients represent only 49.3% of sales in 2008

Historically

sold

internationally

to;

Japan,

Korea,

Philippines,

Mongolia,

Russia,

Italy,

United

Kingdom, Turkey, Australia, Saudi Arabia, Dubai, Israel, Jordan and Iraq through PRC trading

companies

Distribution Strategy

Expand distribution network to cover regions in PRC

without a presence or to strengthen presence and

enter more global markets

Strengthen strategic relationships with large real estate

developers (such as China Resources Land Limited,

Vanke

and Evergrande) and enter into exclusive

ceramic tile provider contracts

15

Current China

Distribution Network

Selected Hengda

Projects Showcasing End Markets

Semi-detached dwellings

Multi-unit dwelling

Commercial

16

Project:

Chengdu Kanjun

Garden

Project Size:

210,000 sq. meters

Project:

Hangzhou Redbud

Garden

Project Size:

53,000 sq. meters

Project:

China Resources Land

Limited Lanxi

Town

Project Size:

100,000 sq. meters

Project:

Xiamen Blue Gulf

Peninsula

Project Size:

133,000 sq. meters

Project:

The 11th National

Games Village

Project Size:

95,000 sq. meters

Under Construction

Project:

Shenyang Institute of

Aeronautical Engineering   

Project Size:

97,000 sq. meters

Competitive Strengths

Consistent track record of strong year over year growth in revenue and profitability

Well recognized “HD”

and “Hengda”

brands were awarded the coveted “Chinese Well-Known

Mark”

award by the Central Government

Continuous focus on R&D to sustain competitive edge

o

Granted 33 design patents and 4 utility patents in China

o

Development of ultra-thin tile products and a new generation of lightweight ceramic tiles

which are lighter than water and have better insulation properties than existing products

Recent spending on energy efficiency and environmental upgrades to enhance profitability

Focus on Quality Control from raw materials to manufacturing to post sales service and

customer support

Extensive

distributor

network

and

long

term

customer

relationships

where

9

of

Hengda’s

top

10

customers

in

2008

have

been

purchasing

from

the

company

for

over

9

years

Experienced management team, led by the founder who has over 20 years of experience in the

ceramic tile industry

17

Competitive Landscape

Fragmented market presents opportunities for consolidation

Revenue

of

the

Ceramic

Tile

Industry

in

China

grew

at

a

CAGR

of

20.9%

from

2005

–

07

The ceramic tile manufacturing industry in China is centralized in four locations:

o

Foshan,

Zibo

&

Linyi

and

Jiaxiang

are

known

for

specializing

in

manufacturing

interior

wall

and

floor ceramic tiles

o

Jinjiang

specializes in the exterior wall ceramic tile manufacturing due

to the

unique

clay

composition

in

Dehua

county

Competitors include:

o

Guangdong White Rabbit Ceramics

o

Guangdong New Pearl Ceramics

o

Foshan

Shiwan

Yulong

Ceramics Co., Ltd.

o

Jiangxi Apollo Ceramics Co., Ltd.

o

Jinjiang

Haoyuan

Ceramics Co., Ltd.

o

Jinjiang

Wanli

Ceramics Co., Ltd.

o

Jinjiang

Tengda

Ceramics Co., Ltd.

o

Jinjiang

Haoshan

Construction Materials Co., Ltd.

18

Zibo & Linyi

Foshan

Jiaxiang

Jinjiang

Gaoan

Source: National Bureau of Statistics of China

China

Ceramic

Industry

Report,

2006

–

2007

Dehua

Industry Overview

19

Significant growth potential

Significant growth potential

Macro-

Economic Policies Benefit the Construction Industry

40 billion square meters of floor space

will be built -

in five million buildings by

2025

1 billion people will live in China's cities

by 2030

350 million people will be added to

China's

urban

population

by

2025

-

more

than the population of today's US

221 Chinese cities will have more than

one million people living in them by 2025

-

Europe has 35 today

GDP will multiply by 5 times by 2025

The building materials industry benefits directly from PRC central government's 4 trillion stimulus plan

and China's continuous urbanization.

Source: McKinsey Global Institute, March 2009

China Sate Council,  November 2008

The Central & Province governmental policies,

such as investing RMB900 B in Affordable

Housing, further promotes the growth of the

construction and construction material industries

PRC central government's  4 trillion stimulus plan

20

Source: National Bureau of Statistics of China: 2009 International Statistical Yearbook

National

Bureau

of

Statistics

of

China:

China

Statistical

Yearbook

2008;

Institute

of

Quantitative

&

Technical

Economics,

Chinese

Academy

of

Social

Sciences:

Development

Report

2008

McKinsey Global Institute, March 2009

Urbanization Trend in China Continues to Benefit Construction Industry

Growing Population in China

Urbanization Trend in China

Growing Urban Per Capita

Living Space in China

The rapid urbanization, population growth and rising

standard of living are fueling demand for building materials

Indonesia

Malaysia

Russia

US

UK

50.3%

69.4%

72.9%

81.4%

89.9%

% of Population Urbanized by Country

21

Continued Growth in China’s Housing & Construction Materials

The Chinese construction material market is forecasted to grow with a CAGR of 8.7% through

2013 reaching a value of $323.9bn

Growth in the New Construction market in China resumed in March 2009 after slowing down in

the beginning of the year

China Construction Materials Market Value Forecast:

$ billion, 2006-2013

Source: Datamonitor, May 2009

Euromonitor, Monthly economic review of the Chinese economy:

August 2009 update

CAGR

8.8%

China’s Fixed Asset Investment by type of Construction:

$ billion, 5/2008 –

6/2009

Notes:

1.February figures are for the combined periods of January and February

22

1

Financial Summary

23

Strong Track Record of Growth

Revenue

EBITDA

Notes:

1.All figures converted at 6.85 RMB/US$

2.Implied Net Income based on Net Income Before Tax target of $31.7mm and a tax rate of 12.5%.  Hengda’s tax rate changed from 12.5% to 25% in 2009

3.Implied Net Income based on Net Income Before Tax target of $31.7mm and a tax rate of 25% in 2009

Assuming Hengda

achieves all of its

earn-out targets, Net

Income CAGR would

be 36.8% from

2009 to 2011

CAGR=25.1%

CAGR=27.2%

24

CAGR=23.9%

2

Net Income

CAGR=36.8%

3

USD in millions, except per share data

Enterprise Value Multiples

Equity Value Multiples

Price

Market

Net

Enterprise

Revenue

EBITDA

P/E Multiples

Company

Exchange

(05-Aug-09)

Cap

Debt

Value

CY2009

CY2008

CY2009

CY2010

CY2008

CY2009

CY2010

United States

Masco Corp.

NYSE

$14.34

$5,152

$3,323

$8,475

1.1 x

10.9 x

16.7 x

12.3 x

25.6 x

n.m.

44.8 x

Armstrong World Industries, Inc.

NYSE

$26.27

$1,508

$193

$1,700

0.6 x

4.9 x

6.2 x

5.4 x

10.3 x

23.2 x

22.6 x

Owens Corning

NYSE

$21.28

$2,722

$2,348

$5,070

1.0 x

9.4 x

10.6 x

8.9 x

47.3 x

50.7 x

24.2 x

Gibraltar Industries, Inc.

Nasdaq

$11.18

337

321

658

0.7 x

5.4 x

17.1 x

8.1 x

8.9 x

n.m.

13.2 x

Trex

Co. Inc.

NYSE

$17.09

264

85

349

1.3 x

6.9 x

9.3 x

7.3 x

27.6 x

n.m.

31.1 x

Mohawk Industries Inc.

NYSE

$50.89

3,483

1,896

5,380

1.0 x

7.2 x

11.2 x

9.3 x

18.9 x

37.4 x

23.0 x

Beacon Roofing Supply Inc.

Nasdaq

$17.15

787

271

1,058

0.6 x

8.1 x

7.8 x

7.7 x

17.5 x

16.5 x

15.8 x

Europe

Saint Gobain

NYX

$40.11

20,572

16,541

37,113

0.7 x

5.4 x

6.9 x

6.7 x

6.5 x

14.1 x

12.0 x

Wienerberger

Baustoffindustrie

AG

WBAG

$17.86

1,480

1,509

2,989

1.1 x

5.0 x

8.5 x

7.4 x

15.8 x

n.m.

47.7 x

Uralita

SA

MCE

$5.79

1,122

518

1,640

1.3 x

7.3 x

7.8 x

8.4 x

20.9 x

14.9 x

15.5 x

Australia

Boral Ltd.

ASX

$3.94

2,335

1,711

4,045

1.1 x

8.7 x

9.8 x

8.8 x

18.6 x

26.5 x

20.5 x

James Hardie

Industries NV

ASX

$3.88

1,410

220

1,631

2.0 x

15.7 x

9.9 x

6.7 x

31.5 x

26.5 x

15.4 x

Median

1.0 x

7.2 x

9.3 x

7.7 x

18.6 x

23.2 x

20.5 x

Mean

1.0 x

7.9 x

10.2 x

8.1 x

20.8 x

26.2 x

23.8 x

China

Shanghai Cimic

Tile Co., Ltd.

SZSE

$1.36

$518

$63

$581

3.3 x

35.4 x

n.a.

n.a.

112.0 x

84.5 x

66.4 x

Beijing New Building Materials Public Ltd.

Co

SZSE

$2.43

1,400

340

1,740

3.7 x

35.7 x

n.a.

n.a.

39.8 x

36.9 x

27.7 x

Wuhu Conch Profiles And Science

Co., Ltd.

SZSE

$1.74

627

93

721

1.2 x

17.4 x

13.3 x

11.8 x

59.8 x

22.5 x

18.9 x

Guangzhou Seagull Kitchen and Bath

Products Co., Ltd.

SZSE

$1.66

386

47

433

1.6 x

23.5 x

n.a.

n.a.

50.1 x

39.0 x

28.3 x

Median

2.4 x

29.5 x

13.3 x

11.8 x

54.9 x

38.0 x

28.0 x

Mean

2.4 x

28.0 x

13.3 x

11.8 x

65.4 x

45.7 x

35.3 x

Comparative Valuation vs. Peers

25

Source: CapitalIQ, Thomson One, Wall St. Equity Research

Note:

Calendarized

to

December

year

end

Shares (millions)

% of common

% of fully diluted

Existing CHAC Shares

8,550,400

53.8%

43.8%

Existing

CHAC

Management

Shares

(1)

1,600,000

10.1%

8.2%

CHAC Shares

5,743,320

36.1%

29.4%

Total Common Shares Post-Closing

15,893,720

100.0%

81.4%

Warrant

Dilution

(2)

3,637,334

18.6%

Post-Closing Fully Diluted Share Count

19,531,054

Shares (millions)

% of common

% of fully diluted

Existing CHAC Shares

3,200,000

30.4%

22.6%

Existing

CHAC

Management

Shares

(1)

1,600,000

15.2%

11.3%

Hengda

Shares

5,743,320

54.5%

40.5%

Total Common Shares Post-Closing

10,543,320

100.0%

74.4%

Warrant

Dilution

(2)

3,637,334

25.6%

Post-Closing Fully Diluted Share Count

14,180,654

Post Closing Capitalization Table

Assumes 33.2% Redemption

26

Assumes

33.2%

Redemption

and

a

41.8%

Repurchase

(3)

Notes:

1.

Assumes CHAC Management retires 1,600,000 shares

2.

Based on a redemption price of $9.79 and the treasury stock method for all outstanding CHAC warrants, consisting of 12,800,000 public warrants and

2,750,000 Management warrants with an exercise price of $7.50.

3.

Equivalent to 75% redemption.  Assumes CHAC enters into transactions to purchase common shares from CHAC shareholders who have indicated their

intention to vote against the acquisition and seek conversion of their shares

Summary Balance Sheet

In 000's of US$

1

2008

(audited)

March 31, 2009

(

unaudited)

Cash

$7,534

$11,059

Current assets other than Cash

48,288

46,227

Non-Current Assets

10,561

9,991

Total Assets

$66,382

$67,277

Short Term Borrowing

$1,796

$1,796 

Current Liabilities other than short term

borrowing

27,587

23,934

Non-Current Liabilities

-

-

Total Liabilities

29,383

25,730

Total Shareholder Equity

37,000

41,547

Total Liabilities and Shareholder Equity

$66,382

$67,277

Notes:

1.All figures converted at 6.85 RMB/US$

27

Senior Management Team

Founded Jinjiang

Hengda

Ceramics Co., Ltd. in 1993

20 years of experience in the ceramic tile industry

Vice chairman of Fujian Province Ceramic Industry Association

Joined in 1993 as Manufacturing Vice General Manager

ISO9000:2000 and ISO9001:2000 Internal Quality Systems Certification Auditor

Joined in August 2008

Former CFO of a Sichuan switchgear manufacturer

Accountant of HK listed Dickson Concepts (International) Ltd. from 2002 to 2005

Auditor at Deloitte Touche

Tohmatsu

Bachelor Degree from University of East Anglia, United Kingdom

Associate

member

of

Institute

of

Chartered

Accountants

in

England

and

Wales

and Hong Kong Institute of Certified Public Accountants

Joined in 1993 as Director of Sales Vice General Manager

Head of Sales and Marketing

Huang  Jia

Dong

Chairman

Li  Shun Qing

Manufacturing Vice

General Manager

Hen Man Edmund

Chief Financial Officer

Su Pei Zhi

Sales Vice General

Manager

28

Investment Highlights

China’s growth trend

expected to drive

long-term demand for

construction materials

Established and

loyal customer

base

Strong historical

growth

Restructured SPAC

attractive China

investment vehicle

Increasing production

capacity to capitalize

on growing market

demand

Commitment to

manufacturing

technology, R&D and

quality control

29

Attractive valuation

as compared to

public company

peers

TRADING COMPARABLE

COMPANY DESCRIPTIONS

Appendix A

30

Source: Capital IQ

US Comps

Masco Corporation

-

Manufactures, distributes, and installs home improvement and building products in North

America and Europe. It operates in five segments: Cabinets and Related Products, Plumbing Products, Installation

and

Other

Services,

Decorative

Architectural

Products,

and

Other

Specialty

Products.

The

Cabinets

and

Related

Products segment engages in the sale of semi-custom, assembled, and ready-to-assemble cabinetry for kitchen,

bath, storage, home office, and home entertainment applications.

The Decorative Architectural Products segment

manufactures architectural coatings, such as paints, specialty paint products, stains, varnishes, and waterproofing

products, as well as cabinet, door, window, and other hardware products.

Armstrong World Industries, Inc. -

Designs, manufactures, and sells flooring products and ceiling systems in

the Americas, Europe, and the Pacific Rim. It operates in four segments: Resilient Flooring, Wood Flooring,

Building Products, and Cabinets. The Resilient Flooring segment produces vinyl sheet, vinyl tile, and linoleum

flooring, as well as sources and sells laminate flooring products, ceramic tile products, adhesives, installation and

maintenance materials, and accessories for homes and commercial and institutional buildings. This segment sells

its products to wholesalers, large home centers, retailers, and contractors, as well as to the manufactured homes

industry. The Building Products segment produces suspended mineral fiber, soft fiber, and metal ceiling systems,

as

well

as

complementary

ceiling

products

for

use

in

commercial,

institutional,

and

residential

settings.

Gibraltar Industries, Inc. -

Manufactures, processes, and distributes residential and commercial building

products and processed metal products. The company operates through two segments, Building Products and

Processed Metal Products. The Building Products segment offers bar grates and plank grates; expanded metal;

perforated metal and metal lath products; fiberglass grates; ventilation products and accessories; mailboxes and

package delivery products; soffit; drywall corner bead; structural support products; coated coil stock; metal roofing

and

accessories;

steel

framing;

rain-carrying

systems;

builders’

hardware,

shelving

and

closet

rods;

lawn

and

garden products; and diffusers and fasteners.

31

US Comps

Trex

Company,

Inc.

-

Manufactures

and

distributes

wood/plastic

composite

products

primarily

for

residential

and

commercial

decking

and

railing

applications

in

the

United

States

and

Canada.

It

offers

wood-alternative

decking,

railing,

fencing, and trim products under the brand name Trex.

Mohawk Industries, Inc. -

Together with its subsidiaries, engages in the production and sale of floor covering products for

residential and commercial applications. The company operates through three segments: Mohawk, Dal-Tile, and Unilin. The

Mohawk segment designs, manufactures, sources, distributes, and markets floor covering product lines, which include

carpets,

ceramic

tile,

laminate,

rugs,

carpet

pad,

hardwood,

and

resilient.

It

offers

its

products

under

the

brand

names

of

Mohawk, Aladdin, Mohawk Home, Bigelow, Durkan, Horizon, Karastan, Lees, Merit, and Ralph Lauren. The Dal-Tile

segment

designs,

manufactures,

sources,

distributes,

and

markets

a

line

of

ceramic

tile,

porcelain

tile,

and

natural

stone

products. Its ceramic tile products are marketed under the Dal-Tile and American Olean brand names.

Beacon

Roofing

Supply,

Inc.

-

Distributes

residential

and

non-residential

roofing

materials

in

the

United

States

and

Canada. The company offers residential roofing products, including asphalt shingles, synthetic slate and tile, clay and

concrete tile, nail base insulation, metal roofing, felt, wood shingles and shakes, nails and fasteners, metal edgings and

flashings, prefabricated flashings, ridges and soffit vents, gutters and downspouts, and other accessories. Its non-residential

roofing products include single-ply roofing; asphalt; metal; modified bitumen; built-up roofing; cements and coatings;

insulation—flat stock and tapered; commercial fasteners; metal edges and flashings; skylights, smoke vents, and roof

hatches; and sheet metal products, including copper, aluminum, and steel. The company also provides building products,

such

as

vinyl

siding;

red,

white,

and

yellow

cedar

siding;

fiber

cement

siding;

soffits;

house

wraps

and

vapor

barriers;

and

stone veneer, as well as vinyl windows, aluminum windows, wood windows, turn-key windows, and wood and patio doors.

Owens Corning -

Through its subsidiaries, provides composite and building materials systems. The company operates in

four segments: Insulating Systems, Roofing and Asphalt, Other Building Materials and Services, and Composite Solutions.

The Other Building Materials and Services segment manufactures and sells manufactured stone and brick veneers used in

residential and commercial new construction and remodeling.

32

European Comps

Saint-Gobain

-

Together with its subsidiaries, engages in the design, manufacture, and distribution of functional

materials, such as glass, ceramics, plastics, and cast iron worldwide. It operates through five segments: Building

Distribution, Construction Products, Flat Glass, High-Performance Materials, and Packaging. The Construction

Products segment offers interior products for the home, including insulating glass wool, plasterboard, and rock or

glass wool acoustic ceilings; and exterior products, such as wall facings, roofing, water supply, pipes, roadwork,

and utility connection components. The Flat Glass segment manufactures, processes, and distributes glass for the

building industry; and produces automotive glass. The High-Performance Materials segment provides mineral

ceramics, such as ceramics, grains and powders, abrasives, and crystals; performance polymers, including

performance plastics; and glass fabrics, such as textile solutions for industrial and construction markets.

Wienerberger

AG  -

Manufactures and sells bricks and roof tiles primarily in Europe and North America. The

company

offers

clay

blocks

for

walls,

under

the

POROTHERM

brand;

clay

roof

tiles

to

cover

pitched

roofs,

under

the KORAMIC brand; facing bricks that are used as a facade product in new residential and non-residential

construction, under the TERCA brand; and concrete and clay pavers that are used by homeowners for driveways,

paths, terraces, and garden design, as well as in public areas, such as sidewalks, open areas, and pedestrian

zones, under TERCA and SEMMELROCK brands. It also provides Corium, a ceramic facade system for new

construction and renovation; and rear-ventilated ceramic facade boards, under the ArGeTon

brand.

Uralita,

S.A.

-

Engages

in

the

manufacture

and

sale

of

construction

materials

in

Europe.

It

offers

various

insulation products, including glass wool and extruded polystyrene for thermal and acoustic insulation; and

gypsum products, such as powdered gypsum. The company also provides concrete and ceramic roof tiles, and

plaster

boards.

In

addition,

it

offers

piping

systems.

It

serves

building

construction

and

infrastructure

sectors.

33

Australian Comps

Boral Limited -

Engages in the manufacture and supply of building and construction materials in Australia, the

United States, and Asia. It offers various building products, including bricks, plasterboard, timber products, roof

tiles, aluminum products, and concrete products; and construction materials, such as quarries, road surfacing,

premix concrete, precast concrete, fly ash, and cement. The company also provides quarry end use, transport,

concrete placing, and scaffolding.

James Hardie Industries N.V. -

Manufactures and sells fiber cement building products for interior and exterior

building construction applications primarily in the United States, Australia, New Zealand, the Philippines, and

Europe. It offers fiber cement products, such as siding, roofing, and interior products. The company’s products are

used for a range of residential and commercial applications, including external wall cladding, in the form of planks,

panels, shingles, facades, and substrates; lining for eaves, soffits, and breezeways; and wall or floor substrate for

ceramic tiles in wet areas such as kitchens, bathrooms, and laundries. Its products are also used for ceiling lining

or floor underlay; roofing shakes; external and internal wall systems, including bracing and fire, and acoustically-

rated walls; decorative and structural columns; trim, fascia, and other decorative applications; fencing; and

underground drainage pipes.

34

Chinese Comps

Shanghai CIMIC Tile Co. Ltd. -

Manufactures and markets tiles in China. It offers porcelain tiles and glazed tiles.

The company manufactures glazed tiles in six specifications, including wall tiles, floor tiles, and pattern tiles.

Shanghai CIMIC Tile Co. Ltd. is based in Shanghai, the People’s Republic of China.

Beijing New Building Materials Public Limited -

Company manufactures and markets gypsum boards, mineral

fiber boards, fiber cement wall siding board and their supplement products. The company also engages in building

material chain stores, logistics, house industrialization, and investing in new building materials. The company was

founded in 1979 and is based in Beijing, China. Beijing New Building Materials Public Limited Company operates

as a subsidiary of China National Building Material Group Corporation.

Wuhu Conch Profiles And Science Co., Ltd. -

Engages in the manufacture and sale of building materials in

China. Its products include plastic profiles, sheets, doors and windows, fences, and pipes, as well as steel keels.

Wuhu Conch Profiles also exports its products to the U.K., Germany, the Russian Federation, Kazakhstan,

Kyrgyzstan, Vietnam, Thailand, India, Indonesia, and Singapore.

Guangzhou Seagull Kitchen and Bath Products Co., Ltd.  -

Designs and markets bathroom and kitchen

fittings. The company’s products include faucets and accessories, water drainers, boiler temperature-control and

pressure-control valves, energy-saving heating valves and mixture temperature safety valves. Additionally, it

produces towel hangers, soap and paper holders, bathtub handrails, and clothes hooks. The company exports its

products to North America and Europe. Its clientele includes Moen Incorporated, Delta Faucet Company, and

GROHE Limited.

35

NON-GAAP RECONCILIATION TABLE

Appendix B

36

Non-GAAP Reconciliation Table

37

000's of $USD

2005

2006

2007

2008

Net Income

$12,660

$14,782

$21,256

$24,090

Plus Tax

0

2,018

2,900

3,508

Plus Interest

0

44

84

137

Plus Depreciation

and

Amortization

1,919

2,004

2,160

2,279

EBITDA

$14,579

$18,848

$26,400

$30,014

Notes:

All figures converted at 6.85 RMB/US$