AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the " Agreement "), dated August 6, 2008, is
made and entered into as of the 31 st day of July 2008, by and among ASIA SPECIAL SITUATION
ACQUISITION CORP. , a Cayman Island corporation (" ASSAC "); CHINA TEL GROUP, INC. , a
Nevada corporation (" CHTL "); GEORGE ALVAREZ (“Alvarez”) ; and CHTL ACQUISITION CORP.,
a Nevada corporation (“ Mergerco ”). Alvarez and the other Persons listed on Schedule A annexed hereto and
made a part hereof who are holders of CHTL Class B Common Stock are hereinafter collectively referred to as
the “ CHTL Principal Shareholders ” and ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco
are hereinafter sometimes collectively referred to as the “ Parties .”
Effective as at the date of this Agreement, ASSAC, CHTL, Trussnet Group, Inc ., a Nevada
corporation (“ Trussnet ”) and the CHTL Principal Shareholders entered into an amended and restated stock
purchase agreement (the “ Purchase Agreement ”), pursuant to which, inter alia , on the “Closing Date” of the
transactions contemplated by the Purchase Agreement, ASSAC agreed to purchase for $270,000,000 the
“Purchased Securities” of CHTL (as those terms are defined in the Purchase Agreement).
The Parties hereto all deem it necessary and advisable to enter into this Agreement, pursuant to which,
inter alia , Mergerco will be merged with and into CHTL with CHTL as the surviving corporation of such
merger (the “ Merger ”); as a result of which ASSAC shall own 100% of the shares of capital stock of CHTL.
The Board of Directors of ASSAC and Mergerco each deems the Merger advisable and in the best
interest of said corporations and its shareholders and have each approved and adopted the form, terms and
provisions of the Purchase Agreement, this Agreement and the Merger.
The Board of Directors of CHTL and the CHTL Principal Shareholders each deems the Merger
advisable and in the best interest of