Unassociated Document


    SHARE
      EXCHANGE AGREEMENT

    


    This
      Agreement dated as of the 14th
      day of
      December, 2007, by and among Achievers Magazine Inc., a Nevada corporation,
      having its offices at 220 Cambie
      Street, Suite 400, Vancouver, British Columbia V6B 2MP (the “Issuer”),
      and
      Sincere Investment (PTC), Ltd., a British Virgin Islands corporation, having
      an
      office at Trinity
      Chambers, P.O. Box 4301, Road Town, British Virgin Islands (the
      “Shareholder”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Shareholder is the holder of all of the issued and outstanding capital stock
      (the “Talent
      Shares”)
      of
      Talent International Investment Limited, a British Virgin Islands corporation
      (“Talent”);
      

    


    WHEREAS,
      the
      Talent is also the holder of all of the issued and outstanding capital stock
      of
      Xinghe Yongle Carbon Co., Ltd.;

    


    WHEREAS,
      the
      Issuer is willing to issue shares of its common stock, par value $.0001 per
      share (“Common
      Stock”),
      to
      the Shareholder in consideration for the Talent Shares;

     

    NOW,
      THEREFORE,
      for the
      mutual consideration set out herein, the parties agree as follows:

     

    1.
      Exchange
      of Shares.

     

    (a)
      Issuance
      of Shares by Issuer.
      On and
      subject to the conditions set forth in this Agreement, the Issuer will issue
      to
      the Shareholder, in exchange for all of the Talent Shares, which represents
      all
      of the issued and outstanding capital stock of Talent (the “Shares”),
      5,867,608 shares of Common Stock, all of which will be issued in the name of
      the
      Shareholder.

     

    (b)
      Transfer
      of Talent Shares by the Shareholder.
      On and
      subject to the conditions set forth in this Agreement, the Shareholder will
      transfer to the Issuer all of the Talent Shares, free and clear of any and
      all
      liens, claims, encumbrances, preemptive rights, right of first refusal and
      adverse interests of any kind, in exchange for the Shares to be issued to the
      Shareholder and the Designees. 

     

    (c)
      Closing.
      The
      issuance of the Shares to the Shareholder and the Designees and the transfer
      of
      the Talent Shares to the Issuer will take place at a closing (the “Closing”)
      to be
      held at the office of Sichenzia Ross Friedman Ference, LLP, 61 Broadway,
      32nd
      Floor,
      New York, New York 10006 as soon as possible after or contemporaneously with
      the
      satisfaction or waiver of all of the conditions to closing set forth in Section
      4 of this Agreement.

     

    2.
      Representations
      and Warranties of the Issuer.
      The
      Issuer hereby represents, warrants, covenants and agrees as
      follows:

     

    (a)
      General.

     

    (i)
      The
      Issuer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada. The Issuer has the corporate power to
      own
      its properties and to carry on its business as now being conducted and is duly
      qualified to do business and is in good standing in each jurisdiction in which
      the failure to be so qualified and in good standing would have a material
      adverse effect on the Issuer. The Issuer is not in violation of any provisions
      of its certificate of incorporation or its bylaws. No consent, approval or
      agreement of any individual or entity is required to be obtained by the Issuer
      in connection with the execution and performance by the Issuer of this Agreement
      or the execution and performance by the Issuer of any agreements, instruments
      or
      other obligations entered into in connection with this Agreement. The Issuer
      does not have any equity investment or other interest, direct or indirect,
      in,
      or any outstanding loans, advances or guarantees to or on behalf of, any
      domestic or foreign corporation, limited liability company, association,
      partnership, joint venture or other entity. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      The
      Issuer provided to the Shareholder true, correct and complete copies of the
      Issuer’s articles of incorporation, including all amendments thereto, and the
      Issuer’s bylaws, including all amendments thereto, as such articles of
      incorporation and bylaws are in effect on the date hereof.

     

    (iii)
      The
      Issuer has full power and authority to carry out the transactions provided
      for
      in this Agreement, and this Agreement constitutes the legal, valid and binding
      obligations of the Issuer, enforceable in accordance with its terms, except
      as
      enforceability may be limited by bankruptcy, insolvency and other laws of
      general application affecting the enforcement of creditor’s rights and except
      that any remedies in the nature of equitable relief are in the discretion of
      the
      court. All necessary action required to be taken by the Issuer for the
      consummation of the transactions contemplated by this Agreement has been
      taken.

     

    (iv)
      The
      Shares, when issued pursuant to this Agreement, will be duly and validly
      authorized and issued, fully paid and non-assessable. The issuance of the Shares
      to Shareholder and Designees is exempt from the registration requirements of
      the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      pursuant to an exemption provided by Regulation S promulgated by the Securities
      and Exchange Commission (“SEC”)
      thereunder (“Regulation
      S”).

    


    (v) The
      Issuer has authorized capital stock consisting of 75,000,000 shares of Issuer
      Common Stock, of which 5,108,900 shares of Common Stock are issued and
      outstanding on the date of this Agreement.

    


    (vi)
      The
      Issuer is not party to any agreement or understanding pursuant to which any
      securities of any class of capital stock are to be issued or created or
      transferred. Except as contemplated in the securities purchase agreement dated
      the date of this Agreement between the Issuer and XingGuang Investment
      Corporation Limited (the “Purchase Agreement”), neither the Issuer nor any
      officer, director or 5% stockholder of the Issuer has any agreements, plans,
      understandings or proposals, whether formal or informal or whether oral or
      in
      writing, pursuant to which it or he granted or may have issued or granted any
      individual or entity any Convertible Security or any interest in the Issuer
      or
      the Issuer’s earnings or profits, however defined. As used in this Agreement,
      the term “Convertible Securities” shall mean any options, rights, warrants,
      convertible debt, equity securities or other instrument or agreement upon the
      exercise or conversion of which or upon the exchange of which or pursuant to
      the
      terms of which additional shares of any class of capital stock of the Issuer
      may
      be issued.

     

    (vii)
      There
      is
      no private or governmental action, suit, proceeding, claim, arbitration or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
      properties or any of its officers or directors (in their capacities as such).
      There is no judgment, decree or order against the Issuer that could prevent,
      enjoin, alter or delay any of the transactions contemplated by this Agreement.
      The term “Best Knowledge” of the Issuer shall mean and include (i) actual
      knowledge and (ii) that knowledge which a prudent businessperson would
      reasonably have obtained in the management of such Person’s business affairs
      after making due inquiry and exercising the due diligence which a prudent
      businessperson should have made or exercised, as applicable, with respect
      thereto.


    
      
        
        

      

      
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    (viii) There
      are
      no material claims, actions, suits, proceedings, inquiries, labor disputes
      or
      investigations (whether or not purportedly on behalf of the Issuer) pending
      or,
      to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
      assets, at law or in equity or by or before any governmental entity or in
      arbitration or mediation. No bankruptcy, receivership or debtor relief
      proceedings are pending or, to the best of the Issuer’s knowledge, threatened
      against the Issuer.

    


    (ix) The
      Issuer has complied with, is not in violation of, and has not received any
      notices of violation with respect to, any federal, state, local or foreign
      Law,
      judgment, decree, injunction or order, applicable to it, the conduct of its
      business, or the ownership or operation of its business. References in this
      Agreement to “Laws” shall refer to any laws, rules or regulations of any
      federal, state or local government or any governmental or quasi-governmental
      agency, bureau, commission, instrumentality or judicial body (including, without
      limitation, any federal or state securities law, regulation, rule or
      administrative order).

    


    (x) The
      Issuer has properly filed all tax returns required to be filed and has paid
      all
      taxes shown thereon to be due. All tax returns previously filed are true and
      correct in all material respects.

    


    (xi)
      The
      Issuer has no outstanding liabilities or obligations to any party except as
      reflected on the Issuer’s Form 10-QSB for the quarter ended October 31, 2007,
      other than charges since such date similar to those incurred in past periods
      and
      consistent with past practice, all of which will be paid in full or otherwise
      satisfied on or prior to the Closing Date.

    


    (xii)
      The
      Issuer’s Form 10-KSB for the year ended July 31, 2007, contains the audited
      financial statements of the Issuer, certified by Amisano
      Hanson, Chartered Accountants
      (“Auditor”),
      the
      Issuer’s independent registered accounting firm, and the Issuer’s Form 10-QSB
      for the quarter ended October 31, 2007 contains the unaudited financial
      statements of the Issuer which have been reviewed by Auditor. The balance sheets
      fairly present the financial position of the Issuer, as of their respective
      dates, and each of the consolidated statements of income, stockholders’ equity
      and cash flows (including any related notes and schedules thereto) fairly
      presents the results of operations, cash flows and changes in stockholders’
equity, as the case may be, of the Issuer for the periods to which they relate,
      in each case in accordance with generally accepted accounting principles
      (“GAAP”)
      consistently applied during the periods involved. Auditor is independent as
      to
      the Issuer in accordance with the rules and regulations of the SEC. The books
      and records of the Issuer have been, and are being, maintained in all material
      respects in accordance with GAAP and any other applicable legal and accounting
      requirements and reflect only actual transaction. The Issuer has not received
      any letters of comments from the SEC relating to any filing made by the Issuer
      with the SEC which has not been addressed by an amended filing, and each amended
      filing fully responds to the questions raised by the staff of the SEC. The
      Issuer maintains disclosure controls and procedures that are effective to ensure
      that information required to be disclosed by the Issuer in its annual and
      quarterly reports filed with the SEC is accumulated and communicated to the
      Issuer’s management, including its principal executive and financial officers as
      appropriate, to allow timely decisions regarding required disclosure. There
      were
      no significant changes in the Issuer’s internal controls or other factors that
      could significantly affect such controls subsequent to July 31, 2007. The Issuer
      has not received any advice from Auditor to the effect that there is any
      significant deficiency or material weakness in the Issuer’s controls or
      recommending any corrective action on the part of the Issuer or any subsidiary
      of the Issuer. The Issuer does not have any contingent liabilities. All of
      the
      Issuer’s operations are conducted by its wholly-owned subsidiary, Achievers
      Publishing Inc., a British Columbia corporation (the “Subsidiary”). As of the
      date of this Agreement, the Issuer has no assets and no liabilities other than
      the liabilities set forth on closing balance sheet of the Issuer as of the
      closing date, which is set forth on Schedule A to this Agreement. All
      liabilities of the Issuer will be paid or otherwise satisfied at the Closing,
      and the Issuer will provide Talent with evidence of such payment. The Issuer
      has
      no guarantee or other contingent obligations or liabilities relating to the
      operations, liabilities or commitments of the Subsidiary, whether contractually
      or as a matter of law.


    
      
        
        

      

      
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    (xiii) The
      execution and delivery of this Agreement by the Issuer and the consummation
      of
      the transactions contemplated by this Agreement will not result in any material
      violation of the Issuer’s certificate of incorporation or by-laws, or any
      applicable Law.

    


    (xiv) The
      Issuer has provided the Shareholder with a currently dated lien search showing
      no liens on the business or assets of the Issuer.

    


    (b) 
      SEC
      Documents.
      The
      Issuer’s Common Stock is registered pursuant to Section 12(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”).
      The
      Issuer is current with its reporting obligations under the Exchange Act. The
      Common Stock is listed on the OTC Bulletin Board. The Issuer has received no
      notice, either oral or written, with respect to the continued listing of the
      Common Stock on the OTC Bulletin Board. The Issuer has not provided to any
      investor any information that, according to applicable law, rule or regulation,
      should have been disclosed publicly prior to the date hereof by the Issuer,
      but
      which has not been so disclosed. As of their respective dates, the Issuer’s
      filings made pursuant to the Exchange Act (the “Issuer
      SEC Documents”)
      complied in all material respects with the requirements of the Exchange Act,
      and
      rules and regulations of the SEC promulgated thereunder and the Issuer SEC
      Documents did not contain any untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.

    


    3.
      Representations
      and Warranties of Shareholder.
      The
      Shareholder hereby represents, warrants, covenants and agrees as
      follows:

     

    (a)
      The
      Shareholder understands that the offer and sale of the Shares is being made
      only
      by means of this Agreement and understands that the Issuer has not authorized
      the use of, and the Shareholder confirms that he or she is not relying upon,
      any
      other information, written or oral, other than material contained in this
      Agreement. The Shareholder is aware that the purchase of the Shares involves
      a
      high degree of risk and that the Shareholder may sustain, and has the financial
      ability to sustain, the loss of his entire investment, understands that no
      assurance can be given that the Issuer will be profitable in the future, that
      there is no public market for the Common Stock, and the Issuer can give no
      assurance that there will ever be a public market for the Common Stock.
      Furthermore, in subscribing for the Shares, the Shareholder acknowledges it
      is
      not relying upon any projections or any statements of any kind relating to
      future revenue, earnings, operations or cash flow in making an investment in
      the
      Shares.

    


    (b)
      The
      Shareholder is not acquiring the Shares as a result of, and will not itself
      engage in, any "directed selling efforts" (as defined in Regulation S) in the
      United States in respect of the Shares which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to have
      the
      effect of, conditioning the market in the United States for the resale of the
      Shares; provided, however, that the Shareholder may sell or otherwise dispose
      of
      the Shares pursuant to registration thereof under the Securities Act and any
      applicable state and provincial securities laws or under an exemption from
      such
      registration requirements;


    
      
        
        

      

      
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    (c)
      The
      Shareholder acknowledges and agrees that none of the Shares have been registered
      under the Securities Act, or under any state securities or "blue sky" laws
      of
      any state of the United States, and, unless so registered, may not be offered
      or
      sold in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S, except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      Securities Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the Securities Act and in each
      case
      in accordance with applicable state and provincial securities laws;

     

    (d)
      The
      Shareholder acknowledges and agrees that the Issuer will refuse to register
      any
      transfer of the Shares not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the Securities Act
      or
      pursuant to an available exemption from the registration requirements of the
      Securities Act and in accordance with applicable state and provincial securities
      laws;

     

    (e) The
      Shareholder represents and warrants that no broker or finder was involved
      directly or indirectly in connection with his or her purchase of the Shares
      pursuant to this Agreement. The Shareholder shall indemnify the Issuer and
      hold
      it harmless from and against any manner of loss, liability, damage or expense,
      including fees and expenses of counsel, resulting from a breach of the
      Shareholder’s warranty contained in this Paragraph 3(e).

     

    (f)
      The
      Shareholder understands that he or she has no registration rights with respect
      to the Shares. 

    


    (g)
      The
      Shareholder is not a citizen or resident of the United States.

    


    (h)
      The
      Shareholder is acquiring the Shares for investment only and not with a view
      to
      resale or distribution and, in particular, it has no intention to distribute
      either directly or indirectly any of the Shares in the United States or to
      U.S.
      Persons;

    


    (i)
      The
      Shareholder is acquiring the Shares as principal for the Shareholder’s own
      account, for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof, in whole or in part, and no other
      person has a direct or indirect beneficial interest in such Shares;

    


    (j)
      The
      Shareholder is not an underwriter of, or dealer in, the common stock of the
      Issuer, nor is the Shareholder participating, pursuant to a contractual
      agreement or otherwise, in the distribution of the Shares;

    


    (l)
      The
      Shareholder is not aware of any advertisement of any of the Shares;
      and

    


    (m)
      No
      person has made to the Shareholder any written or oral
      representations:

     

    (i) that
      any
      person will resell or repurchase any of the Shares;

    (ii) that
      any
      person will refund the purchase price of any of the Shares;

    (iii) as
      to the
      future price or value of any of the Shares; or


    
      
        
        

      

      
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      (iv) that
        any
        of the Shares will be listed and posted for trading on any stock exchange
        or
        automated dealer quotation system or that application has been made to list
        and
        post any of the Shares of the Issuer on any stock exchange or automated dealer
        quotation system.

       
(n) The
      Shareholder represents he has such knowledge and experience in financial and
      business matters as to enable the Shareholder to understand the nature and
      extent of the risks involved in purchasing the Shares. The Shareholder is fully
      aware that such investments can and sometimes do result in the loss of the
      entire investment. The Shareholder has engaged his or her own counsel and
      accountants to the extent that the Shareholder deems it necessary.

     

    4.
      Conditions
      to the Obligation of Shareholder and the Issuer.
      The
      obligations of Shareholder and the Issuer under this Agreement are subject
      to
      the following conditions:

     

    (a) The
      completion of the sale of notes an investor group pursuant to an agreement
      between the Issuer and XingGuang Investment Corporation Limited
      contemporaneously with the exchange contemplated by this Agreement;

    


    (b) The
      completion of the purchase by the Issuer of 3,340,000 shares of Common Stock
      pursuant to a buy-back agreement dated the date of this Agreement among the
      Issuer, as purchaser, and Arto Tavukciyan and Lyndon Grove, as sellers, with
      625,000 of the shares of Common Stock being held in escrow subject to the Issuer
      making payments required in the buy-back agreement. 

    


    (c) The
      purchase by eight investors of the issuance of
      1,751,900
      shares
      of common stock from an investor group.

    


    (d) The
      delivery by the Issuer of a legal opinion from counsel to the Company in a
      form
      reasonably satisfactory to the Shareholder that:  (i) the Shares, when
      issued pursuant to this Agreement, will be duly and validly authorized and
      issued, fully paid and non-assessable and (ii) all of the outstanding shares
      of
      capital stock of the Issuer have been duly and validly authorized and issued,
      fully paid and non-assessable and were either (x) registered pursuant to the
      Securities Act of 1933, as amended, or (y) were issued in transactions exempt
      from the registration requirements of such Act pursuant to Section 4(2) and/or
      Rule 505 or 506 of the Securities and Exchange Commission under such
      Act.

    


    (e) The
      resignation of, and execution of a general release by, all officers and
      directors of the Issuer, and the election of Dengyong Jin as the sole
      director.

    


    (f) The
      stock
      of the Subsidiary, shall have been transferred or sold in a transaction whereby
      the Issue has no obligations or liabilities, direct or contingent, with respect
      to any current or future liabilities, obligations or contractual rights of
      the
      Subsidiary.

    


     5. Miscellaneous.

     

    (a)
      This
      Agreement constitutes the entire agreement between the parties relating to
      the
      subject matter hereof, superseding any and all prior or contemporaneous oral
      and
      prior written agreements, understandings and letters of intent. This Agreement
      may not be modified or amended nor may any right be waived except by a writing
      that expressly refers to this Agreement, states that it is a modification,
      amendment or waiver and is signed by all parties with respect to a modification
      or amendment or the party granting the waiver with respect to a waiver. No
      course of conduct or dealing and no trade custom or usage shall modify any
      provisions of this Agreement.

    

      
        
          
          

        

        
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    (b)
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made and to be performed entirely
      within such State.

     

    (c)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective successors and permitted assigns.

     

    (d)
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      document.

    


    (e)
      The
      various representations, warranties, and covenants set forth in this Agreement
      or in any other writing delivered in connection therewith shall survive the
      issuance of the Shares.

    


    [Signatures
      on following page.]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Agreement to be duly executed as of the
      date
      first above written.

    


    
      	
              Achievers
                Magazine Inc.

            
	
               

            
	
              By:
                /s/ Arto
                Tavukciyan                                           
                

            
	
              Arto
                Tavukciyan, President and Chief Executive Officer

            
	
               

            
	 
	
              Sincere
                Investment (PTC), Ltd.

            
	 
	 
	
              By:
                /s/Lizhong
                Gao                                         
                

            
	  Name:
              Lizhong
              Gao
	  Title:  
              President


    


    
      
        
        

      

      
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    Schedule
      A

    


    Parent
      Only Balance Sheet (unaudited)


    
      
        
        

      

      
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