EXHIBIT 10.1


                      AGREEMENT AND PLAN OF SHARE EXCHANGE

                                 by and between

                     China Energy Savings Technology, Inc.,
                              a Nevada corporation,

                                       and

                         Sky Beyond Investments Limited,
                      a British Virgin Islands corporation










                                February 1, 2005


<PAGE>

                      AGREEMENT AND PLAN OF SHARE EXCHANGE

     This  Agreement  and Plan of Share  Exchange,  dated as of February 1, 2005
(this  "Agreement"),  is made and entered into by and among China Energy Savings
Technology,  Inc.,  a Nevada  corporation  ("CESV")  and Sky Beyond  Investments
Limited, a British Virgin Islands corporation ("Sky Beyond").

     WHEREAS,  the  respective  Boards of  Directors of CESV and Sky Beyond have
adopted  resolutions  approving  and adopting the proposed  share  exchange (the
"Exchange")  upon  the  terms  and  conditions  hereinafter  set  forth  in this
Agreement;

     WHEREAS,  Sky  Beyond  owns  35  shares  or 35% of  all of the  issued  and
outstanding  capital  stock of  Starway  Management  Limited,  a British  Virgin
Islands corporation ("Starway");

     WHEREAS,  the  Exchange  shall be 35  shares or 35% of all the  issued  and
outstanding capital stock of Starway (the "Starway Shares") for 7,807,569 shares
of the common stock of CESV;

     WHEREAS,  it is intended that the terms and  conditions  of this  Agreement
comply in all respects with Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended (the "Code") and the regulations corresponding thereto, so that
the Exchange shall qualify as a tax free reorganization under the Code;

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

                                    ARTICLE 1
                                  THE EXCHANGE

     1.1  THE EXCHANGE.  Upon the terms and subject to the conditions hereof, at
the Closing (as  hereinafter  defined),  Sky Beyond will sell,  convey,  assign,
transfer  and  deliver to CESV one or more stock  certificates  representing  35
shares or 35% of the issued and outstanding  capital stock of Starway,  and CESV
will issue to Sky Beyond or its designees,  in exchange for such Starway Shares,
one or more stock  certificates  representing  7,807,569  shares of CESV  common
stock (the "CESV Shares").

     1.2  CLOSING.  The closing of the Exchange (the "Closing") shall take place
on or before  February 1, 2005, or on such other date as may be mutually  agreed
upon by the parties. Such date is referred to herein as the "Closing Date."

                                    ARTICLE 2
                     REPRESENTATIONS AND WARRANTIES OF CESV

     CESV hereby represents and warrants to Sky Beyond as follows:

     2.1  ORGANIZATION.  CESV has been duly incorporated, is validly existing as
a corporation  and is in good  standing  under the laws of its  jurisdiction  of
incorporation,  and has the  requisite  power to carry  on its  business  as now
conducted.

     2.2  CERTAIN CORPORATE  MATTERS.  CESV is duly qualified to do business and
is in  good  standing  in  each  jurisdiction  in  which  the  ownership  of its
properties,  the  employment  of its  personnel  or the conduct of its  business
requires it to be so  qualified,  except  where the  failure to be so  qualified
would not have a material adverse effect on CESV's  financial condition, results
of operations or business.  CESV has full corporate  power and authority and all
authorizations, licenses and permits necessary to carry on the business in which

<PAGE>

it is engaged  and to own and use the  properties  owned and used by it,  except
where such failure would not have a material adverse effect on CESV business.

     2.3  AUTHORITY RELATIVE TO THIS AGREEMENT. CESV has the requisite power and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder. The execution, delivery and performance of this Agreement by CESV and
the consummation by CESV of the transactions  contemplated hereby have been duly
authorized by the Board of Directors of CESV and no other actions on the part of
CESV are necessary to authorize this Agreement or the transactions  contemplated
hereby.  This Agreement has been duly and validly executed and delivered by CESV
and constitutes a valid and binding agreement of CESV,  enforceable against CESV
in  accordance  with its  terms,  except as such  enforcement  may be limited by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors' rights generally or by general principles of equity.

     2.4  CONSENTS AND APPROVALS;  NO  VIOLATIONS.  Except for  requirements  of
applicable  law,  no filing  with,  and no  permit,  authorization,  consent  or
approval  of, any third party,  public body or  authority  is necessary  for the
consummation by CESV of the transactions contemplated by this Agreement. Neither
the execution  and delivery of this  Agreement by CESV nor the  consummation  by
CESV of the transactions contemplated hereby, nor compliance by CESV with any of
the  provisions  hereof,  will (a) conflict  with or result in any breach of any
provisions of the organizational documents of CESV, (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms,  conditions or provisions of any note, bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which CESV is a party or by which it or its properties or assets may be bound or
(c) violate any order, writ,  injunction,  decree,  statute,  rule or regulation
applicable  to CESV, or any of its  properties or assets,  except in the case of
clauses (b) and (c) for  violations,  breaches or defaults  which are not in the
aggregate material to CESV taken as a whole.

     2.5  DISCLOSURE.  The representations and warranties and statements of fact
made by CESV in  this  Agreement  are,  as  applicable,  accurate,  correct  and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                  OF SKY BEYOND

     Sky Beyond hereby represents and warrants to CESV as follows:

     3.1  ORGANIZATION.  Sky  Beyond  has been  duly  incorporated,  is  validly
existing  as a  corporation  and is in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation,  and has the  requisite  power  to carry on its
business as now conducted.

     3.2  OWNERSHIP OF THE STARWAY SHARES. Sky Beyond owns,  beneficially and of
record,  good and marketable title to the Starway Shares,  free and clear of all
security interests,  liens,  adverse claims,  encumbrances,  equities,  proxies,
options or stockholders'  agreements.  At the Closing, Sky Beyond will convey to
CESV good and  marketable  title to the  Starway  Shares,  free and clear of any
security interests,  liens,  adverse claims,  encumbrances,  equities,  proxies,
options, stockholders' agreements or restrictions.

     3.3  CERTAIN CORPORATE MATTERS. Sky Beyond is duly qualified to do business
and is in good  standing  in each  jurisdiction  in which the  ownership  of its
properties,  the  employment  of its  personnel  or the conduct of its  business
requires it to be so  qualified,  except  where the  failure to be so  qualified

                                       2
<PAGE>

would not have a material  adverse effect on Sky Beyond's  financial  condition,
results of  operations  or  business.  Sky Beyond has full  corporate  power and
authority and all authorizations, licenses and permits necessary to carry on the
business in which it is engaged and to own and use the properties owned and used
by it, except where such failure would not have a material adverse effect on Sky
Beyond's business.

     3.4  AUTHORITY  RELATIVE TO THIS  AGREEMENT.  Sky Beyond has the  requisite
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  its
obligations hereunder. The execution, delivery and performance of this Agreement
by  Sky  Beyond  and  the   consummation  by  Sky  Beyond  of  the  transactions
contemplated  hereby have been duly  authorized by the Board of Directors of Sky
Beyond and no other actions on the part of Sky Beyond are necessary to authorize
this Agreement or the transactions  contemplated hereby. This Agreement has been
duly and validly  executed and  delivered by Sky Beyond and  constitutes a valid
and  binding  agreement  of  Sky  Beyond,  enforceable  against  Sky  Beyond  in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors' rights generally or by general principles of equity.

     3.5  CONSENTS AND APPROVALS;  NO  VIOLATIONS.  Except for  requirements  of
applicable  law,  no filing  with,  and no  permit,  authorization,  consent  or
approval  of, any third party,  public body or  authority  is necessary  for the
consummation by Sky Beyond of the  transactions  contemplated by this Agreement.
Neither  the  execution  and  delivery of this  Agreement  by Sky Beyond nor the
consummation  by  Sky  Beyond  of  the  transactions  contemplated  hereby,  nor
compliance by Sky Beyond with any of the  provisions  hereof,  will (a) conflict
with or result in any breach of any provisions of the  organizational  documents
of Sky Beyond,  (b) result in a violation or breach of, or  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract,  agreement or other  instrument or obligation to which Sky Beyond is a
party or by which it or its properties or assets may be bound or (c) violate any
order, writ, injunction,  decree,  statute, rule or regulation applicable to Sky
Beyond,  or any of its  properties or assets,  except in the case of clauses (b)
and (c) for  violations,  breaches  or defaults  which are not in the  aggregate
material to Sky Beyond taken as a whole.

     3.6  RESTRICTED  SECURITIES.  Sky Beyond  acknowledge  that the CESV Shares
will not be registered  pursuant to the  Securities Act of 1933, as amended (the
"Securities  Act") or any applicable state securities laws, that the CESV Shares
will be characterized as "restricted  securities" under federal securities laws,
and that under such laws and  applicable  regulations  the CESV Shares cannot be
sold or otherwise  disposed of without  registration under the Securities Act or
an exemption  therefrom.  In this regard,  Sky Beyond is familiar  with Rule 144
promulgated  under the Securities  Act, as currently in effect,  and understands
the resale limitations imposed thereby and by the Securities Act.

     3.7  ACCREDITED  INVESTOR.  Sky Beyond is an "Accredited  Investor" as that
term is defined in rule 501 of  Regulation D  promulgated  under the  Securities
Act. Sky Beyond is able to bear the economic  risk of acquiring  the CESV Shares
pursuant  to the  terms of this  Agreement,  including  a  complete  loss of Sky
Beyond's  investment  in the CESV  Shares.  Sky Beyond  (together  with his, her
and/or its advisors) has such  knowledge and  experience in business,  financial
and tax matters  including,  in particular,  investing in private  placements of
securities  in  entities  similar to CESV,  so as to enable  them to utilize the
information  made  available to them to: (i) evaluate the merits and risks of an
investment  in CESV and to make an informed  investment  decision  with  respect
thereto;  and (ii) to  reasonably be assumed to have the capacity to protect Sky
Beyond's own interests in connection with the  transaction  contemplated by this
Agreement. Sky Beyond represents that it has a pre-existing personal or business
relationship with CESV or any of its managers,  officers or controlling persons.

                                       3
<PAGE>

The  term  "pre-existing   personal  or  business   relationship"  includes  any
relationship  consisting  of  personal  or  business  contacts  of a nature  and
duration  which would enable a reasonably  prudent  purchaser to be aware of the
character,  business acumen and general business and financial  circumstances of
the person  with whom the  relationship  exists.  With the  exception  of direct
communication  to CESV by an officer,  director,  agent or employee of CESV, Sky
Beyond did not become  aware of this  offering,  through or as the result of any
public or promotional  seminar or meeting to which Sky Beyond was invited by, or
any  solicitation  of a subscription  by, a person not  previously  known to Sky
Beyond in connection  with  investments in securities  generally.  Sky Beyond is
acquiring the CESV Shares as principal  and not by any other person.  Sky Beyond
is acquiring  the CESV Shares for  investment  purposes  only for an  indefinite
period,  and not  with a view to the  sale or  distribution  of any  part or all
thereof,  by public or private sale or other  disposition.  No person other than
Sky Beyond will have any interest,  beneficial or otherwise, in the CESV Shares,
and Sky Beyond is not  obligated to transfer the CESV Shares to any other person
nor does Sky Beyond have any  agreement or  understanding  to do so.  During the
course of the transaction  contemplated by this Agreement,  and before acquiring
the CESV Shares,  Sky Beyond  and/or its advisors  had the  opportunity,  to the
extent  they  determined  to be  necessary  or  relevant  in order to verify the
accuracy of the  information  they  received  about CESV,  to ask  questions and
receive  answers  concerning  the terms and  conditions  of this  Agreement,  an
investment  in the CESV Shares,  and the business of CESV and its  finances,  to
review  all  documents,  books and  records of CESV and to the extent Sky Beyond
and/or  its  advisors   availed   themselves  of  this   opportunity,   received
satisfactory information and answers.

     3.6  LEGEND. Sky Beyond  acknowledges that the certificate(s)  representing
the CESV Shares shall each conspicuously set forth on the face or back thereof a
legend in substantially the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
     IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT AS TO THE SECURITIES
     UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM  REGISTRATION OR AN OPINION
     OF  COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
     REQUIRED.

                                    ARTICLE 4
                              CONDITIONS TO CLOSING

     4.1  CONDITIONS TO OBLIGATIONS OF CESV. The  obligations of CESV under this
Agreement shall be subject to each of the following conditions:

          (a)  CLOSING  DELIVERIES.  At  the  Closing,  Sky  Beyond  shall  have
delivered or caused to be delivered to CESV the following:

               (i)  resolutions  duly  adopted by the Board of  Directors of Sky
Beyond  authorizing  and approving the Exchange and the execution,  delivery and
performance of this Agreement;

               (ii) certificate representing the Starway Shares bearing the name
of the CESV or as otherwise instructed by the counsel of CESV;

               (iii) this Agreement duly executed by Sky Beyond;

               (iv) such  other  documents  as CESV may  reasonably  request  in
connection with the transactions contemplated hereby.

          (b)  REPRESENTATIONS  AND WARRANTIES TO BE TRUE.  The  representations
and  warranties  of Sky Beyond  herein  contained  shall be true in all material
respects  at the Closing  with the same effect as though made at such time.  Sky

                                       4
<PAGE>

Beyond  shall have  performed  in all  material  respects  all  obligations  and
complied in all material respects with all covenants and conditions  required by
this  Agreement  to be  performed  or  complied  with by them at or prior to the
Closing.

     4.2  CONDITIONS TO OBLIGATIONS OF SKY BEYOND. The obligations of Sky Beyond
under this Agreement shall be subject to each of the following conditions:

          (a)  CLOSING  DELIVERIES.   On  the  Closing  Date,  CESV  shall  have
delivered to Sky Beyond the following:

               (i)  resolutions  duly  adopted by the Board of Directors of CESV
authorizing  and  approving  the  Exchange  and  the  execution,   delivery  and
performance of this Agreement

               (ii) one or more certificates  representing the CESV Shares to be
delivered pursuant to this Agreement;

               (iii) this Agreement duly executed by CESV; and

               (iv) such other documents as Sky Beyond may reasonably request in
connection with the transactions contemplated hereby.

          (b)  REPRESENTATIONS  AND WARRANTIES TO BE TRUE.  The  representations
and warranties of CESV herein  contained shall be true in all material  respects
at the Closing with the same effect as though made at such time. CESV shall have
performed in all material  respects all obligations and complied in all material
respects  with all  covenants and  conditions  required by this  Agreement to be
performed or complied with by them at or prior to the Closing.

                                    ARTICLE 5
                               GENERAL PROVISIONS

     5.1  NOTICES.  All notices and other  communications  hereunder shall be in
writing  and shall be  deemed  to have  been  duly  given (i) on the same day if
delivered  personally,  (ii) upon receipt if sent by overnight  courier or (iii)
upon receipt if mailed by  registered  or certified  mail  (postage  prepaid and
return receipt requested) to the party to whom the same is so delivered, sent or
mailed at  addresses  set forth on the  signature  page hereof (or at such other
address for a party as shall be specified by like notice).

     5.2  INTERPRETATION.  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.  References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.

     5.3  SEVERABILITY.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated  and the parties shall negotiate
in good faith to modify this  Agreement  to preserve  each  party's  anticipated
benefits under this Agreement.

     5.4  MISCELLANEOUS.  This Agreement  (together with all other documents and
instruments  referred to  herein):  (a)  constitutes  the entire  agreement  and
supersedes all other prior agreements and  undertakings,  both written and oral,
among the parties  with  respect to the  subject  matter  hereof;  (b) except as
expressly set forth herein,  is not intended to confer upon any other person any
rights or remedies  hereunder  and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.

                                       5
<PAGE>

     5.5  SEPARATE COUNSEL. Each party hereby expressly acknowledges that it has
been advised to seek its own separate  legal  counsel for advice with respect to
this  Agreement,  and that no counsel to any party hereto has acted or is acting
as counsel to any other party hereto in connection with this Agreement.

     5.6  GOVERNING  LAW;  VENUE.  This  Agreement  shall be  governed  by,  and
construed  and  enforced in  accordance  with,  the laws of the State of Nevada,
U.S.A.  Any and all actions brought under this Agreement shall be brought in the
state  and/or  federal  courts of the United  States  sitting in the City of Los
Angeles,  California  and each  party  hereby  waives any right to object to the
convenience of such venue.

     5.7  COUNTERPARTS AND FACSIMILE SIGNATURES.  This Agreement may be executed
in two or more counterparts, which together shall constitute a single agreement.
This Agreement and any documents  relating to it may be executed and transmitted
to any other  party by  facsimile,  which  facsimile  shall be deemed to be, and
utilized in all respects as, an original, wet-inked document.

     5.8  AMENDMENT.  This  Agreement may be amended,  modified or  supplemented
only by an instrument in writing executed by all parties hereto.

     5.9  PARTIES IN INTEREST: NO THIRD PARTY BENEFICIARIES. Except as otherwise
provided  herein,  the terms and conditions of this Agreement shall inure to the
benefit of and be binding  upon the  respective  heirs,  legal  representatives,
successors and assigns of the parties hereto. This Agreement shall not be deemed
to confer upon any person not a party hereto any rights or remedies hereunder.

     5.10 WAIVER.  No waiver by any party of any  default  or breach by  another
party of any representation,  warranty,  covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent  default or breach by
such  party of the  same or any  other  representation,  warranty,  covenant  or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising  any right,  power or remedy under this  Agreement or at law or in
equity  shall  operate as a waiver  thereof or otherwise  prejudice  any of such
party's rights, powers and remedies. All remedies,  whether at law or in equity,
shall be cumulative  and the election of any one or more shall not  constitute a
waiver of the right to pursue other available remedies.

     5.11 EXPENSES. At or prior to the Closing, the parties hereto shall pay all
of  their  own  expenses  relating  to the  transactions  contemplated  by  this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective counsel and financial advisers.

                               [SIGNATURES FOLLOW]

                                       6
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

<TABLE>
<S>                                              <C>
CHINA ENERGY SAVINGS TECHNOLOGY, INC.,           SKY BEYOND HOLDINGS INC.,
a Nevada corporation                             a British Virgin Island corporation


By: /s/ Sun Li                                   By: /s/ Li Qing Xing
    ---------------------------------------          -------------------------------------------
Name: Sun Li                                     Name: Li Qing Xing
Title: Chief Executive Officer                   Title: Sole Director
Address: Suite 3203A, 32/F., Central Plaza,      Address: 22/F., Morrison Commercial Building
         18 Harbour Road,                                 31 Morrison Hill Road
         Wanchai,                                         Wanchai,
         Hong Kong                                        Hong Kong
</TABLE>





                                       7