Unassociated Document


    
      

      

    

    

      SHARE
        EXCHANGE AGREEMENT

      


      AGREEMENT
        dated as of
        October 24, 2007 by and between Smooth Global (China) Holdings, Inc., a Nevada
        corporation (hereinafter referred to as “Nevada Corp.”) and Christina Nelson and
        Shannon Lee Alsop, the shareholders of Smooth Global Services Limited, a
        British
        Virgin Islands corporation (hereinafter referred to as the “BVI
        Shareholders”).

      


      WHEREAS,
        Smooth Global
        Services Limited (“BVI Corp.”) owns one hundred percent (100%) of the registered
        equity of Smooth Global (Beijing) Telecom Science Limited, a corporation
        organized under the laws of the People’s Republic of China (“China Corp”);
        and

      


      WHEREAS,
        Beijing Corp.
        is the beneficiary of a trust, the corpus of which is all of the registered
        equity of Beijing GRT Information Services Limited, a corporation organized
        under the laws of the People’s Republic of China (“Beijing GRT”);
        and

      


      WHEREAS,
        the BVI
        Shareholders desires to transfer their ownership of BVI Corp. to Nevada Corp.
        and Nevada Corp. desires to acquire the said equity.

      


      NOW,
        THEREFORE, it is
        agreed:

      


      1.    
            Definitions.  As used herein, the
        following terms shall have the meanings set forth below:

      


      
        	
                 

              	
                a.

              	
                “Applicable
                  Law” means any domestic or foreign law, statute, regulation, rule, policy,
                  guideline or ordinance applicable to the businesses or corporate
                  existence
                  of Nevada Corp., BVI Corp., China Corp. or Beijing
                  GRT.

              


      

      


      
        	
                 

              	
                b.

              	
                “GAAP”
                  means generally accepted accounting principles in the United States
                  of
                  America as promulgated by the American Institute of Certified Public
                  Accountants and the Financial Accounting Standards Board or any
                  successor
                  institutes concerning the treatment of any accounting
                  matter.

              


      

      


      
        	
                 

              	
                c.

              	
                “Lien”
                  means, with respect to any property or asset, any mortgage, lien,
                  pledge,
                  charge, security interest, claim, encumbrance, royalty interest,
                  any other
                  adverse claim of any kind in respect of such property or asset,
                  or any
                  other restrictions or limitations of any nature
                  whatsoever.

              


      

      


      
        	
                 

              	
                d.

              	
                “Tax”
                  (and, with correlative meaning, “Taxes” and “Taxable”)
                  means:

              


      

      


      (i)
        any income, alternative or add-on
        minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer
        tax, franchise tax, profits tax, license tax, withholding tax, payroll tax,
        employment tax, excise tax, severance tax, stamp tax, occupation tax, property
        tax, environmental or windfall profit tax, custom, duty or other tax, impost,
        levy, governmental fee or other like assessment or charge of any kind whatsoever
        together with any interest or any penalty, addition to tax or additional
        amount
        imposed with respect thereto by any governmental or Tax authority responsible
        for the imposition of any such tax (domestic or foreign), and

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (ii)
        any liability for the payment of
        any amounts of the type described in clause (i) above as a result of being
        a
        member of an affiliated, consolidated, combined or unitary group for any
        Taxable
        period, and

      


      (iii)
        any liability for the payment of
        any amounts of the type described in clauses (i) or (ii) above as a result
        of
        any express or implied obligation to indemnify any other person.

      


      
        	
                 

              	
                e.

              	
                “Tax
                  Return” means any return, declaration, form, claim for refund or
                  information return or statement relating to Taxes, including any
                  schedule
                  or attachment thereto, and including any amendment
                  thereof.

              


      

      


      2.         Share
        Exchange.

      


      a.         On
        the Closing Date (defined herein), the BVI Shareholders shall transfer and
        assign to Nevada Corp. all of the issued and outstanding capital stock of
        BVI
        Corp., and shall thereafter assist the Nevada Corp. in registering its ownership
        of BVI Corp. with the relevant authorities in the British Virgin
        Islands.  The BVI Shareholders represent and warrant that upon the
        Closing Date, all right, title and interest in said shares will be transferred
        to Nevada Corp. free of Liens, claims and encumbrances.

      


      b.         On
        the Closing Date, Nevada Corp. shall issue in consideration of the assignment
        of
        BVI Corp. a total of thirty-three million (33,000,000) shares of common
        stock.  Nevada Corp. warrants that the common stock, when so issued,
        will be duly authorized, fully paid and non-assessable.  The shares
        shall be issued to the designees of the BVI Shareholders.  The
        designees of the BVI Shareholders are identified on Schedule 2b to this
        Agreement.

      


      c.         The
        parties intend that the exchange of shares described above shall qualify
        as a
        tax-free exchange under Section 351 of the United States Internal Revenue
        Code.  The parties further intend that the issuance of the common
        stock by Nevada Corp. to the BVI Shareholders shall be exempt from the
        provisions of Section 5 of the Securities Act of 1933 pursuant to Section
        4(2)
        of said Act.

      


      3.         Closing.  The
        Closing of the transactions contemplated by this Agreement ("Closing") shall
        take place at the offices of Robert Brantl, counsel for Nevada Corp.,
        simultaneously with the execution of this Agreement (the “Closing
        Date”).

      


      4.         Warranties
        and Representations of BVI Shareholders   In order to induce
        Nevada Corp. to enter into this Agreement and to complete the transaction
        contemplated hereby, the BVI Shareholders warrant and represent to Nevada
        Corp.
        that:

      



      
        
           

        

        
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      a.         Organization
        and Standing - BVI Corp..  BVI Corp. is a corporation duly
        organized, validly existing and in good standing under the laws of the British
        Virgin Islands and has full power and authority to carry on its business
        as now
        conducted. The copies of the Articles of Association and Memorandum of
        Association of BVI Corp. previously delivered to Nevada Corp. are true and
        complete as of the date hereof.

      


      b.         Capitalization
        - BVI Corp.  BVI Corp.’s entire authorized capital stock consists
        of 50,000 ordinary shares, $1.00 par value, of which 1000 shares are issued
        and
        outstanding.  There are no other voting or equity securities
        authorized or issued, nor any authorized or issued securities convertible
        into
        equity securities, and no outstanding subscriptions, warrants, calls, options,
        rights, commitments or agreements by which BVI Corp. or the BVI Shareholders
        are
        bound, calling for the issuance of any additional equity securities of BVI
        Corp..  All of the outstanding BVI Corp. Ordinary Shares have been
        duly authorized and validly issued and are fully paid and non-assessable
        and
        were not issued in violation of any preemptive rights or any Applicable
        Law.

      


      c.         Ownership
        of BVI Corp. Shares. The BVI Shareholders are the sole owners of the
        outstanding shares of BVI Corp. Ordinary Stock.  By the transfer of
        the BVI Corp. Ordinary Stock to Nevada Corp. pursuant to this Agreement,
        Nevada
        Corp. will acquire good and marketable title to 100% of the capital stock
        of BVI
        Corp., free and clear of all Liens, encumbrances and restrictions of any
        nature
        whatsoever, except by reason of the fact that the BVI Corp. Ordinary Shares
        will
        not have been registered under the Securities Act of 1933, or any applicable
        state securities laws.

      


      d.         Business
        Operations and Liabilities – BVI Corp.. BVI Corp. has conducted no business
        operations other than the acquisition of ownership of the capital stock of
        China
        Corp.

      


      e.         Organization,
        Standing and Ownership - China Corp..  China Corp. is a
        corporation duly organized, validly existing and in good standing under the
        laws
        of The People’s Republic of China and has full power and authority to carry on
        its business as now conducted. All of the registered capital of China Corp.
        is
        owned by BVI Corp. free of liens, claims or encumbrances.

      


      f.          Trust
        Agreement.  The Trust and Indemnity Agreement dated September 20,
        2007 among China Corp., Jin Yanfang and Wang Yanxia is in full force and
        effect.

      


      g.         Organization
        and Standing – Beijing GRT.  Beijing GRT is a corporation duly
        organized, validly existing and in good standing under the laws of the People’s
        Republic of China.  Beijing GRT has all of the government licenses and
        permits necessary to carry on its business as now conducted, to own and operate
        its assets, properties and business, and to carry out the transactions
        contemplated by this agreement.

      


      h.         Capitalization
        - Beijing GRT.  The registered capital of Beijing GRT is 2,000,000
        RMB, all of which is owned by Jin Yanfang and Wang Yanxia.  Except for
        the registered capital that is owned by Jin Yanfang and Wang Yanxia, there
        are
        no voting or equity securities authorized or issued, nor any authorized or
        issued securities convertible into equity securities, and no outstanding
        subscriptions, warrants, calls, options, rights, commitments or agreements
        by
        which Beijing GRT or its equity owners are bound, calling for the issuance
        of
        any additional equity securities of Beijing GRT.

      



      
        
           

        

        
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      i.          Financial
        Statements.  The BVI Shareholders has delivered to Nevada Corp.
        (i) the financial statements of Beijing GRT for the period ending June 30,
        2006
        and for the years ended December 31, 2006 and 2005 (the “Beijing GRT Financial
        Statements”) and (ii) the financial statements of BVI Corp. for the period from
        Inception to December 31, 2006 and for the six months ended June 30, 2007
        (the
“BVI Corp. Financial Statements”).  The Beijing GRT Financial
        Statements and the BVI Corp. Financial Statements have been prepared in
        accordance with U.S. GAAP and present fairly in all material respects the
        financial condition of Beijing GRT and BVI Corp. as of the dates
        thereof.   The financial statements of Beijing GRT for the years
        ended December 31, 2006 and 2005 and the BVI Corp. Financial Statements for
        the
        period ended December 31, 2006 have been reported on by an independent
        accountant registered with the PCAOB.

      


      j.          Absence
        Of Certain Changes Or Events.  Since June 30, 2007, there has not
        been (A) any material adverse change in the business, operations, properties,
        assets, or condition of Beijing GRT or (B) any damage, destruction, or loss
        to
        Beijing GRT (whether or not covered by insurance) materially and adversely
        affecting the business, operations, properties, assets, or condition of Beijing
        GRT; and Beijing GRT has not become subject to any law or regulation which
        materially and adversely affects, or in the future is substantially likely
        to
        have a material adverse effect on Beijing GRT.

      


      k.         Governmental
        Consent.  No consent, waiver, approval, order or authorization of,
        or registration, declaration or filing with, any court, administrative agency
        or
        commission or other non-U.S., U.S., state, county, local or other foreign
        governmental authority, instrumentality, agency or commission is required
        by or
        with respect to BVI Corp., China Corp. or Beijing GRT in connection with
        the
        execution and delivery of this Agreement or the consummation of the transactions
        contemplated hereby.

      


      l.          Taxes.  Each
        of BVI Corp., China Corp. and Beijing GRT has filed all tax returns that
        it is
        required to file with all governmental agencies, wherever situate, and has
        paid
        or accrued for payment all taxes as shown on such returns except for taxes being
        contested in good faith.  There is no material claim for taxes that is
        a Lien against the property of BVI Corp., China Corp. or Beijing GRT other
        than
        Liens for taxes not yet due and payable.

      


      m.        Pending
        Actions.  There are no material legal actions, lawsuits,
        proceedings or investigations pending or threatened, against or affecting
        BVI
        Corp., Beijing GRT, or against Beijing GRT’s Officers or Directors or the BVI
        Shareholders that arose out of their operation of Beijing
        GRT.  Neither BVI Corp., Beijing GRT, nor the BVI Shareholders is
        subject to any order, writ, judgment, injunction, decree, determination or
        award
        of any court, arbitrator or administrative, governmental or regulatory authority
        or body which would be likely to have a material adverse effect on the business
        of Beijing GRT or BVI Corp.

      



      
        
           

        

        
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      n.          Intellectual
        Property And Intangible Assets.  To the knowledge of the BVI
        Shareholders, Beijing GRT has full legal right, title and interest in and
        to all
        of the intellectual property utilized in the operation of its
        business.  Beijing GRT has not received any written notice that the
        rights of any other person are violated by the use by Beijing GRT of the
        intellectual property.  None of the intellectual property has ever
        been declared invalid or unenforceable, or is the subject of any pending
        or, to
        the knowledge of the BVI Shareholders, threatened action for opposition,
        cancellation, declaration, infringement, or invalidity, unenforceability
        or
        misappropriation or like claim, action or proceeding.

      


      o.         Compliance
        with Laws.  Beijing GRT's operations have been conducted in all
        material respects in accordance with all applicable statutes, laws, rules
        and
        regulations.  Beijing GRT is not in violation of any law, ordinance or
        regulation of the People’s Republic of China or of any other
        jurisdiction.  Beijing GRT holds all the environmental, health and
        safety and other permits, licenses, authorizations, certificates and approvals
        of governmental authorities necessary or proper for the current use, occupancy
        or operation of its business, all of which are now in full force and
        effect.

      


      5.         Warranties
        and Representations of Nevada Corp..  In order to induce the BVI
        Shareholders to enter into this Agreement and to complete the transaction
        contemplated hereby, Nevada Corp. warrants and represents to the BVI
        Shareholders that:

      


      a.         Organization
        and Standing.  Nevada Corp. is a corporation duly organized,
        validly existing and in good standing under the laws of the State of Nevada
        and
        has full power and authority to carry on its business as now conducted. The
        copies of the Articles of Incorporation and Bylaws of Nevada Corp. previously
        delivered to the BVI Shareholders are true and complete as of the date
        hereof.

      


      b.      
          Capitalization.  Nevada Corp.'s entire authorized
        capital stock consists of 200,000,000 shares of common stock, par value $0.001
        per share. At the Closing, prior to the issuance of shares to the BVI
        Shareholders, there will be 5,381,335 shares of Nevada Corp. Common Stock
        issued
        and outstanding.  At the Closing, there will be no other voting or
        equity securities outstanding, and no outstanding subscriptions, warrants,
        calls, options, rights, commitments or agreements by which Nevada Corp. is
        bound, calling for the issuance of any additional shares of common stock
        or
        preferred stock or any other voting or equity security.

      


      c.         Corporate
        Records.  All of Nevada Corp.'s books and records, including,
        without limitation, its books of account, corporate records, minute book,
        stock
        certificate books and other records are up-to-date, complete and reflect
        accurately and fairly the conduct of its business in all material respects
        since
        its date of incorporation.

      



      
        
           

        

        
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      d.         SEC
        Filings.  The common stock of Nevada Corp. is registered pursuant
        to Section 12(g) of the Securities and Exchange Act of 1934.  The
        filings made by the Nevada Corp. with the Securities and Exchange Commission
        during the past twelve months are true and complete, and contain no material
        misstatement.  All documents required to be filed by the Nevada Corp.
        pursuant to the Rules of the Securities and Exchange Commission have been
        filed.

      


      e.         Taxes.  Nevada
        Corp. has filed all tax returns that it is required to file with all
        governmental agencies, wherever situate, and has paid or accrued for payment
        all
        taxes as shown on such returns except for taxes being contested in good
        faith.  There is no material claim for taxes that is a Lien against
        the property of Nevada Corp. other than Liens for taxes not yet due and
        payable.

      


      g.         Pending
        Actions.  There are no legal actions, lawsuits, proceedings or
        investigations, either administrative or judicial, pending or threatened,
        against or affecting Nevada Corp. or against Nevada Corp.’s Officers or
        Directors that arose out of their operation of Nevada Corp.  Nevada
        Corp. is not subject to any order, writ, judgment, injunction, decree,
        determination or award of any court, arbitrator or administrative, governmental
        or regulatory authority or body.

      


      h.         Trading
        Status.  Nevada Corp.’s common
        stock is listed for quotation on the OTC Bulletin Board, with the symbol
“SMGH.”
To the knowledge of
        Nevada
        Corp., Nevada Corp. has not been threatened and is not subject to removal
        of its
        common stock from the OTC Bulletin Board.

      


      i.    
             Compliance with laws.  Nevada
        Corp.’s operations have been conducted in all material respects in accordance
        with all applicable statutes, laws, rules and regulations.  Nevada
        Corp. is not in violation of any Applicable Law.

      


      6.         Restriction
        on Resale. The Nevada Corp. Common Shares to be issued by Nevada Corp. to
        the designees of the BVI Shareholders hereunder at the Closing will not be
        registered under the Securities Act of 1933, or the securities laws of any
        state, and cannot be transferred, hypothecated, sold or otherwise disposed
        of
        within the United States of America until:  (i) a registration
        statement with respect to such securities is declared effective under the
        Securities Act of 1933, or (ii) Nevada Corp. receives an opinion of counsel
        for
        the stockholders, reasonably satisfactory to counsel for Nevada Corp., that
        an
        exemption from the registration requirements of the Securities Act of 1933
        is
        available.

      


      The
        certificates representing the shares which are being issued to the BVI
        Shareholders pursuant to this Agreement shall contain a legend substantially
        as
        follows:

      


      “THE
        SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
        HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
        RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR SMOOTH GLOBAL (CHINA)
        HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
        SMOOTH
        GLOBAL (CHINA) HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

      



      
        
           

        

        
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      7.         Applicable
        Law.    This Agreement shall be
        governed by the laws of the State of Nevada, without giving effect to the
        principles of conflicts of laws thereof, as applied to agreements entered
        into
        and to be performed in such state.

      


      8.         Binding
        Effect.  This Agreement, including both its obligations and
        benefits, shall inure to the benefit of, and be binding on the respective
        heirs
        and successors of the parties and on their respective permitted assignees
        and
        transferees.

      


      9.         Counterparts.  This
        Agreement may be executed in multiple facsimile
        counterparts.   Each of the counterparts shall be deemed an
        original, and together they shall constitute one and the same binding Agreement,
        with one counterpart being delivered to each party hereto.

      


      IN
        WITNESS WHEREOF, the parties hereto have set their hands as of the date and
        year
        written on the first page.

      


      SMOOTH
        GLOBAL (CHINA) HOLDINGS, INC.

      


      By:
        /s/ Zheng Shuying

      Zheng
        Shuying, Chief Executive Officer

      


      


      /s/
        Christina Nelson

      CHRISTINA
        NELSON

      


      


      /s/
        Shannon Lee Alsop

      SHANNON
        LEE ALSOP



     

     

     

     

     

     

     

     

     

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