CHOP [China Gerui Advanced Materials] 6-K: (Original Filing)

[REGISTRATION RIGHTS AGREEMENT “Agreement” “Company” “Investor” “Investors” This Registration Rights Agreement (this “Purchase Agreement” This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the The Company and the Investors hereby agree as follows: Definitions 1. “Advice” “ Commission Comments ” means written comment s pertaining solely] [SECURITIES PURCHASE AGREEMENT “Agreement” “Company” Schedule I “Investor” “Investors” This Securities Purchase Agreement (this WHEREAS, subject to the terms and conditions set forth in this Agreement and in reliance upon the applicable exemptions from securities registration under the Securities Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly,] [Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG Investor Relations www.geruigroup.com Website: Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Closes $18.8 Million Private Placement Transaction China Gerui plans to use the net proceeds from the private placement to finance the previously announced expansion of the Company’s high-precision cold-rolled steel production capacity, accelerate the build-out] [of the purchase and sale of Maxim Group LLC and Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ:RODM - News), acted as the Company’s placement agents (“Placement Agents”) in connection with the offering of the Shares. As compensation for their services, the Placement Agents received an aggregate cash fee equal to $353,259.82, representing]

CHOP [China Gerui Advanced Materials] 6-K: REGISTRATION RIGHTS AGREEMENT “Agreement” “Company” “Investor” “Investors” This

[REGISTRATION RIGHTS AGREEMENT “Agreement” “Company” “Investor” “Investors” This Registration Rights Agreement (this “Purchase Agreement” This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the The Company and the Investors hereby agree as follows: Definitions 1. “Advice” “ Commission Comments ” means written comment s pertaining solely] [SECURITIES PURCHASE AGREEMENT “Agreement” “Company” Schedule I “Investor” “Investors” This Securities Purchase Agreement (this WHEREAS, subject to the terms and conditions set forth in this Agreement and in reliance upon the applicable exemptions from securities registration under the Securities Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly,] [Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG Investor Relations www.geruigroup.com Website: Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Closes $18.8 Million Private Placement Transaction China Gerui plans to use the net proceeds from the private placement to finance the previously announced expansion of the Company’s high-precision cold-rolled steel production capacity, accelerate the build-out] [of the purchase and sale of Maxim Group LLC and Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ:RODM - News), acted as the Company’s placement agents (“Placement Agents”) in connection with the offering of the Shares. As compensation for their services, the Placement Agents received an aggregate cash fee equal to $353,259.82, representing]

CHOP [China Gerui Advanced Materials] 6-K: (Original Filing)

[Company Contact: investors@geruigroup.com Email: www.geruigroup.com Website: Investor Relations Contact: CCG Investor Relations Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Announces First Quarter 2010 Results ZHENGZHOU, China First Quarter 2010 Highlights l Revenue increased 31.6% to $61.8 million from $47.0 million in the first quarter of 2009 l Gross profit increased 36.2% to $18.7 million] [No. 69 Huaibei Street Longhai Middle Road Zhengzhou, 451191, China x o o x will also conduct On May 13, 2010, China Gerui Advanced Materials Group Limited (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2010. Description 99.1 Press Release dated May 13, 2010 2 CHINA GERUI ADVANCED MATERIALSGROUP LIMITED]

CHOP [China Gerui Advanced Materials] 6-K: Company Contact: investors@geruigroup.com Email: www.geruigroup.com Website: Investor Relations

[Company Contact: investors@geruigroup.com Email: www.geruigroup.com Website: Investor Relations Contact: CCG Investor Relations Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Announces First Quarter 2010 Results ZHENGZHOU, China First Quarter 2010 Highlights l Revenue increased 31.6% to $61.8 million from $47.0 million in the first quarter of 2009 l Gross profit increased 36.2% to $18.7 million] [No. 69 Huaibei Street Longhai Middle Road Zhengzhou, 451191, China x o o x will also conduct On May 13, 2010, China Gerui Advanced Materials Group Limited (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2010. Description 99.1 Press Release dated May 13, 2010 2 CHINA GERUI ADVANCED MATERIALSGROUP LIMITED]

CHOP [China Gerui Advanced Materials] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x For the fiscal year ended December 31, 2009 OR o OR o Date of event requiring this shell company report _________________________ For the transition period from ___________ to ___________. 001-34532 CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Not Applicable British Virgin Islands (Jurisdiction of incorporation or organization) No. 69 Huaibei Street, Longhai Middle Road] [CERTIFICATIONS I, Mingwang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATIONS I, Edward Meng, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Mingwang Lu Chief Executive Officer May 4, 2010 EX-13.1 13 v183112_ex13-1.htm] [CERTIFICATION In connection with the Annual Report of (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Edward Meng Edward Meng Chief Financial Officer May 4, 2010 EX-13.2 14 v183112_ex13-2.htm]

CHOP [China Gerui Advanced Materials] 20-F: FORM 20-F (Mark One) o OR x For

[FORM 20-F (Mark One) o OR x For the fiscal year ended December 31, 2009 OR o OR o Date of event requiring this shell company report _________________________ For the transition period from ___________ to ___________. 001-34532 CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Not Applicable British Virgin Islands (Jurisdiction of incorporation or organization) No. 69 Huaibei Street, Longhai Middle Road] [CERTIFICATIONS I, Mingwang Lu, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATIONS I, Edward Meng, certify that: 1. I have reviewed this annual report on Form 20-F of China Gerui Advanced Materials Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Mingwang Lu Chief Executive Officer May 4, 2010 EX-13.1 13 v183112_ex13-1.htm] [CERTIFICATION In connection with the Annual Report of (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Edward Meng Edward Meng Chief Financial Officer May 4, 2010 EX-13.2 14 v183112_ex13-2.htm]

CHOP [China Gerui Advanced Materials] 6-K: (Original Filing)

[Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG Investor Relations www.geruigroup.com Website: Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Announces Fourth Quarter and Full Year 2009 Results ZHENGZHOU, China Fourth Quarter 2009 Highlights · Revenue increased 45.3% to $57.2 million from $39.4 million in the fourth quarter of 2008 · Gross profit increased 70.3%] [Description 99.1 Press Release dated March 10, 2010]

CHOP [China Gerui Advanced Materials] 6-K: Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG

[Company Contact: Investor Relations Contact: investors@geruigroup.com Email: CCG Investor Relations www.geruigroup.com Website: Mr. Athan Dounis Phone: 1-646-213-1916 athan.dounis@ccgir.com Email: China Gerui Advanced Materials Group Limited Announces Fourth Quarter and Full Year 2009 Results ZHENGZHOU, China Fourth Quarter 2009 Highlights · Revenue increased 45.3% to $57.2 million from $39.4 million in the fourth quarter of 2008 · Gross profit increased 70.3%] [Description 99.1 Press Release dated March 10, 2010]

CHOP [China Gerui Advanced Materials] SC 13G/A: (Original Filing)

[SCHEDULE 13G (Amendment No. 1)* China Gerui Advanced Materials Group Limited (formerly known as China Opportunity Acquisition Corp) (Name of Issuer) (Title of Class of Securities) G21101111 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) o þ o * The remainder of this cover page shall be filled out for a reporting person’s initial]

CHOP [China Gerui Advanced Materials] SC 13G/A: SCHEDULE 13G (Amendment No. 1)* China Gerui Advanced

[SCHEDULE 13G (Amendment No. 1)* China Gerui Advanced Materials Group Limited (formerly known as China Opportunity Acquisition Corp) (Name of Issuer) (Title of Class of Securities) G21101111 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) o þ o * The remainder of this cover page shall be filled out for a reporting person’s initial]

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