Unassociated Document


    AGREEMENT
      AND PLAN OF REORGANIZATION

    


    THIS
      AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as
      of June 29, 2007, is by and among, China Shoe Holdings, Inc., a Nevada
      corporation (hereinafter referred to as the “Company”), Wholly Success
      Technology Group Limited, a British Virgin Islands corporation (hereinafter
      referred to as “WSTG”) and each of the holders of shares of Common Stock of WSTG
      listed on Exhibit A to be attached hereto as hereinafter provided (individually,
      a “WSTG Stockholder”, and collectively, the “WSTG Stockholders”).

    


    RECITALS

    


    WHEREAS,
      the WSTG Stockholders own 100% of all of the issued and outstanding Common
      Stock
      of WSTG; and 

    


    WHEREAS,
      the Company desires to acquire all of the issued and outstanding common stock
      of
      WSTG and the WSTG Stockholders desire to exchange all of their shares of common
      stock of WSTG for shares of common stock of the Company in a transaction
      intended to qualify under Section 368 of the Internal Revenue Code of 1986,
      as
      amended (the “Code”).

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and in reliance upon the representations and warranties hereinafter
      set
      forth, the parties agree as follows:

    


    
      	
            	1.	
              EXCHANGE
                OF THE SHARES AND
                CONSIDERATION

            


    

    


    1.1 Shares
      Being Exchanged.
      Subject
      to the terms and conditions of this Agreement, at the closing provided for
      in
      Section 2 hereof (the “Closing”), each of the WSTG Stockholders shall sell,
      assign, transfer and deliver to the Company the number of shares of common
      stock
      of WSTG set forth opposite each such WSTG Stockholder’s name on Exhibit A
      attached hereto (the shares of common stock of WSTG sold, assigned and
      transferred to the Company hereunder are hereinafter referred to as the “WSTG
      Shares”).

    


    1.2 Consideration.
      Subject
      to the terms and conditions of this Agreement and in consideration of the sale,
      assignment, transfer and delivery of the WSTG Shares to the Company, at the
      Closing the Company shall issue, sell and deliver to each WSTG Stockholder
      seventy (70) shares of common stock of the Company for each share of common
      stock of WSTG set forth opposite such WSTG Stockholder’s name on Exhibit A
      attached hereto (the shares of common stock of the Company issued, sold and
      delivered to the WSTG Stockholders hereunder are hereinafter referred to as
      the
“Company Shares”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    1.3 Sale
      of Shares.
      Additionally, at the Closing the Company will issue an additional 15,185,000
      million restricted shares to China Venture Partners for consulting
      services.


    
      	
            	2.	
              THE
                CLOSING

            


    

     

    2.1 Time
      and Place.
      The
      closing of the transactions contemplated by this Agreement shall be held at
      the
      offices of Rowland W. Day II, 3 Imperial Promenade, Suite 960, Santa Ana, CA
      92707, at 10:00 a.m. on or before June 29, 2007, or on such other date and
      at
      such other time and place as the parties may agree upon in writing (the
“Closing”).

    


    2.2 Deliveries
      by the WSTG Stockholders.
      At the
      Closing, each WSTG Stockholder shall deliver to the Company the following:
      (a)
      stock certificates representing the number of WSTG Shares set forth opposite
      the
      name of such WSTG Stockholder on Exhibit A hereto, duly endorsed or accompanied
      by stock powers duly executed in blank and otherwise in form acceptable for
      transfer on the books of WSTG, and (b) an investment letter in the form attached
      hereto as Exhibit B executed by such WSTG Stockholder.

    


    2.3 Deliveries
      by WSTG.
      At the
      Closing, WSTG shall deliver to the Company the documents referred to in Section
      9.1 hereof.

    


    2.4 Deliveries
      by the Company.
      At the
      Closing, in addition to the documents referred to in Section 9.2 hereof, the
      Company shall deliver to the WSTG Stockholders or their Agent (as defined in
      Section 14 below) a stock certificate issued in the name of each WSTG
      Stockholder representing the number of Company Shares each WSTG Stockholder
      is
      entitled to receive in accordance with Section 1.2 above, and shall deliver
      to
      WSTG the Company's minute book, corporate seal and copies of all corporate
      and
      financial books and records.

    


    
      	
            	3.	
              INDIVIDUAL
                REPRESENTATIONS AND WARRANTIES OF THE  WSTG
                STOCKHOLDERS

            


    

    


    Each
      of
      the WSTG Stockholders, severally but not jointly, represents and warrants to
      the
      Company as follows:

    


    3.1 Title.
      Such
      WSTG Stockholder owns the number of WSTG Shares set forth opposite such
      Stockholder's name on Exhibit A to be attached hereto prior to Closing, and
      shall transfer to the Company at the Closing good and valid title to said number
      of WSTG Shares, free and clear of all restrictions on transfer (other than
      any
      restrictions under federal and state securities laws), liens, claims, options,
      charges, pledges, security interests, and encumbrances of every kind, character
      or description. Such WSTG Stockholder is not a party to any voting trust, proxy,
      or other agreement or understanding with respect to the voting of any capital
      stock of WSTG.

    


    3.2 Valid
      and Binding Agreement.
      Such
      WSTG Stockholder has the full and unrestricted right, power and authority and
      capacity to execute and deliver this Agreement and consummate the transactions
      contemplated herein. This Agreement has been duly executed and delivered by
      such
      WSTG Stockholder and constitutes the valid and binding obligation of such WSTG
      Stockholder, enforceable in accordance with its terms. 

     

    
      
        
        

      

      
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    3.3 Noncontravention.
      The
      execution and delivery of this Agreement and consummation of the transactions
      contemplated hereby do not violate or conflict with or constitute a default
      under any contract, commitment, agreement, understanding, arrangement or
      restriction of any kind to which such WSTG Stockholder is a party or by which
      such WSTG Stockholder or such WSTG Stockholder’s property is bound, or to the
      knowledge of such WSTG Stockholder any existing applicable law, rule,
      regulation, judgment, or court order. Such WSTG Stockholder is not and will
      not
      be required to give any notice to or obtain any consent from any Person in
      connection with the execution and delivery of this Agreement or the consummation
      of the transactions contemplated hereby.

    


    3.4 Investment
      Representations.
      Such
      WSTG Stockholder intends to acquire the Company Shares for investment and not
      with a view to the public distribution or resale thereof, and such WSTG
      Stockholder shall confirm such intention to the Company by delivering to the
      Company at the Closing an investment letter in the form attached as Exhibit
      B
      hereto executed by such WSTG Stockholder. Such WSTG Stockholder agrees that
      the
      Company may endorse on any stock certificate for the Company Shares to be
      delivered pursuant to this Agreement an appropriate legend referring to the
      provisions of the investment letter attached as Exhibit B hereto, and that
      the
      Company may instruct its transfer agent not to transfer any Company Shares
      unless advised by the Company that such provisions have been complied
      with.

    


    
      
        
          	
                	4.	
                  REPRESENTATIONS
                    AND WARRANTIES OF
                    WSTG

                


        

      

    

     

    WSTG
      represents and warrants to the Company as follows:

    


    4.1 Authority.
      WSTG
      has all requisite corporate power and authority to enter into this Agreement
      and
      to consummate the transactions contemplated herein. The execution and delivery
      of this Agreement and the consummation of the transactions contemplated herein
      have been duly authorized and approved by all necessary corporate action on
      the
      part of WSTG. This Agreement has been duly executed and delivered by WSTG and
      constitutes the valid and binding obligation of WSTG, enforceable in accordance
      with its terms.

    


    4.2 Organization.

    


    (a) WSTG
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the British Virgin Islands (“BVI”). WSTG has the corporate power and
      authority to carry on its business as presently conducted, possesses all
      licenses, franchises, rights and privileges material to the conduct of its
      business, and is qualified to do business in all jurisdictions where the failure
      to be so qualified would have a material adverse effect on its business or
      financial condition.

     

    
      
        
        

      

      
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    (b) The
      copies of the Certificate of Incorporation of WSTG and all amendments thereto,
      as certified by the Secretary of State of the BVI, and the Bylaws of WSTG and
      all amendments thereto, as certified by the Secretary of WSTG, which have
      heretofore been delivered to the Company, are complete and correct copies of
      the
      Articles of Incorporation and Bylaws of WSTG as amended and in effect on the
      date hereof. 

    


    4.3 Capitalization.


    (a) The
      authorized capital stock of WSTG consists solely of 994,500 shares of Common
      Stock, $1.00 par value, of which 994,500 shares are issued and outstanding
      as of
      the date of this Agreement. All of the issued and outstanding shares of Common
      Stock of WSTG are duly authorized, validly issued, fully paid and nonassessable,
      and are not subject to preemptive rights created by statute, WSTG’s charter
      documents or bylaws or any agreement to which WSTG is a party or by which it
      is
      bound. There are no other classes or series of capital stock
      outstanding.

    


    (b) Except
      as
      set forth on Schedule 4.3(b), there are no options, warrants, calls, rights,
      commitments or agreements of any character to which WSTG is a party or by which
      it is bound obligating WSTG to issue, deliver or sell, or cause to be issued,
      delivered or sold, additional shares of capital stock of WSTG or obligating
      WSTG
      to grant, extend or enter into such option, warrant, call, right, commitment
      or
      agreement.

    


    4.4 Equity
      Investments.
      WSTG
      owns 100% of the equity of Shanghai Kanghong Yunheng Enterprise Development
      Company Ltd. (“Shanghai”). Shanghai manufactures, distributes and sells women’s
      shoes. All other equity investments are set forth on Schedule 4.4.

    


    4.5 Financial
      Statements.
      WSTG
      has delivered to the Company copies of its audited balance sheet as of
      ______________ and the related audited statements of operations, stockholder’s
      equity and cash flows for the period then ended together with appropriate notes
      to such financial statements (the “WSTG Financial Statements”), a copy of which
      is attached hereto as Schedule 4.5. The WSTG Financial Statements have been
      prepared in accordance with generally accepted accounting principals
      consistently applied, and present fairly the financial condition and results
      of
      operations of WSTG at the dates and for the periods covered by the WSTG
      Financial Statements and will be presented in a form suitable for inclusion
      in
      the Company’s 8-K.

    


    4.6 Litigation.
      Except
      as set forth on Schedule 4.6 attached hereto, there is no claim, action suit
      or
      proceeding, at law or in equity, pending or threatened against WSTG affecting
      any of its assets or properties, (nor, to the knowledge of WSTG is there any
      basis therefor) that might result, either in any case or in the aggregate,
      in
      any material adverse change in the business, operations, affairs, financial
      condition or prospects of WSTG or any of its properties or assets, nor is there
      any judgment, decree, injunction, rule or order of any court, governmental
      department, commission, agency, instrumentality or arbitrator outstanding
      against WSTG having, or which insofar as can be reasonably foreseen, in the
      future may have, any such effect. Except as set forth on Schedule 4.6 attached
      hereto, there is no claim, action, suit or proceeding by WSTG currently pending
      or which WSTG intends to initiate.

     

    
      
        
        

      

      
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    4.7 Intellectual
      Property.
      WSTG
      owns or has the right to use pursuant to license, sublicense, agreement or
      permission all patents, patent applications, trademarks, service marks, trade
      names, copyrights, computer software (including data and related documentation),
      trade secrets, Internet Websites, domain names and other proprietary rights
      and
      processes necessary for its business as now conducted and as proposed to be
      conducted. To the best of WSTG’s knowledge, the business as conducted and as
      proposed to be conducted by WSTG does not and will not cause WSTG to infringe
      or
      violate any of the patents, trademarks, service marks, trade names, copyrights,
      computer software, licenses, trade secrets, domain names or other proprietary
      rights of any other Person. WSTG is not aware that any of its employees is
      obligated under any contract (including any license, covenant, or commitment
      of
      any nature), or subject to any judgment, decree or order of any court or
      administrative agency, that would interfere with the use of such employee’s best
      efforts to promote the interests of WSTG or would conflict with the business
      of
      WSTG as conducted and as proposed to be conducted.

    


    4.8 No
      Conflict.
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not conflict with, or result
      in
      a breach of any term or provision of, or constitute a default under or result
      in
      a violation of, the Certificate of Incorporation or Bylaws of WSTG, any
      agreement, contract, lease, license or instrument to which WSTG is a party
      or by
      which it or any of its properties or assets are bound, or any judgment, decree,
      order, or writ by which WSTG is bound or to which it or any of its properties
      or
      assets are subject.

    


    4.9 Consent.
      No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any court, administrative agency or commission or other
      governmental authority or instrumentality is required by or with respect to
      WSTG
      in connection with the execution and delivery of this Agreement or the
      consummation by WSTG of the transactions contemplated herein. 

    


    
      	
            	5.	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY

            


    

    


    The
      Company represents and warrants to WSTG and the WSTG Stockholders as
      follows:

    


    5.1 Authority.
      The
      Company has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated herein. The execution
      and delivery of this Agreement, the consummation of the transactions
      contemplated herein, and the issuance of the Company Shares in accordance with
      the terms hereof, have been duly authorized by all necessary corporate action
      on
      the part of the Company. This Agreement has been duly executed and delivered
      by
      the Company and constitutes the valid and binding obligation of the Company,
      enforceable in accordance with its terms.

    


    
      
        
        

      

      
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    5.2 Organization.
      

    


    5.2(a) The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Nevada; has the corporate power and authority
      to
      carry on its business as presently conducted; and is qualified to do business
      as
      a foreign corporation and is in good standing under the laws of each state
      in
      which either the ownership or use of the properties owned or used by it, or
      the
      nature of the activities conducted by it, requires such qualification, except
      where the failure to be so qualified would not have a material adverse effect
      on
      the business or financial condition of the Company. 

    


    5.2(b) The
      copies of the Amended and Restated Articles of Incorporation, and all amendments
      thereto, of the Company, as certified by the Secretary of State of Nevada,
      and
      the bylaws of the Company and all amendments thereto, as certified by the
      Secretary of the Company, which have heretofore been delivered to WSTG for
      examination, are complete and correct copies of the Articles of Incorporation
      and bylaws of the Company as amended and in effect on the date hereof. All
      minutes of meetings and actions in writing without a meeting of the Board of
      Directors and stockholders of the Company are contained in the minute book
      of
      the Company heretofore delivered to WSTG for examination, and no minutes or
      actions in writing without a meeting have been included in such minute book
      since such delivery to WSTG that have not also been delivered to WSTG. The
      minute book of the Company contains complete and accurate records of all
      meetings and other corporate actions of its Board of Directors and
      stockholders.

    


    5.3 Capitalization.

    


    5.3(a) The
      authorized capital stock of the Company consists of 300,000,000 shares of Common
      Stock, $.001 par value, of which 46,550,000 shares are issued and outstanding
      and 10,000,000 shares of Preferred Stock, $0.001 par value, of which there
      are
      no shares issued and outstanding. All of the issued and outstanding shares
      of
      Common Stock of the Company are duly authorized, validly issued, fully paid
      and
      non-assessable, are not subject to preemptive rights created by statute, the
      Company’s charter documents or bylaws or any agreement to which the Company is a
      party or by which it is bound, and were offered and sold in compliance with
      applicable state and Federal securities laws.

    


    5.3(b) There
      are
      no outstanding options, warrants, subscriptions, calls, rights, demands,
      commitments, convertible securities or other agreements or arrangements of
      any
      character or nature whatsoever to which the Company is a party or by which
      it is
      bound obligating the Company to issue, deliver or sell, or cause to be issued,
      sold or delivered, additional shares of capital stock of the Company or
      obligating the Company to grant, extend or enter into any such option, warrant,
      subscription, call, right, demand, commitment, convertible security or other
      agreement.

     

    
      
        
        

      

      
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    5.4 Equity
      Investments.
      The
      Company does not own any capital stock or have any interest in any corporation,
      partnership, or other form of business entity.

    


    5.5 Financial
      Statements.
      The
      Company has delivered to WSTG copies of its audited balance sheet for the fiscal
      year ended December 31, 2006 (the “Balance Sheet”) and the related audited
      statements of operations, changes in stockholders’ equity and cash flows for the
      year ended December 31, 2006 together with appropriate notes to such financial
      statements, a copy of which is included in the Company’s Annual Report on Form
      10-KSB for the fiscal year ended December 31, 2006 filed by the Company with
      the
      Securities and Exchange Commission (“SEC”), and copies of its unaudited balance
      sheet as of March 31, 2007 and the related unaudited statements of operations,
      changes in stockholders’ equity and cash flows for the three month period ended
      March 31, 2007 (the “Company Financial Statements”), a copy of which is included
      in the Company’s Quarterly Report on Form 10-QSB for the three month period
      ended March 31, 2007 filed by the Company with the SEC. The Company Financial
      Statements have been prepared in accordance with generally accepted accounting
      principles consistently applied, and present fairly the financial condition
      and
      results of operations of the Company at the dates and for the periods covered
      by
      the Company Financial Statements.

    


    5.6 Absence
      of Liabilities.
      As of
      the date hereof and as of the date of Closing, the Company does not have and
      will not have any debts, liabilities, or obligations of any nature, except
      for
      stock transfer fees in connection with this Transaction. 

    


    5.7 Tax
      Returns.
      Within
      the times and in the manner prescribed by law, the Company has filed all
      federal, state, and local tax returns required by law and has paid in full
      all
      taxes, including, without limitation, all net income, gross receipts, sales,
      use, withholding, payroll, employment, social security, unemployment, excise
      and
      property taxes, plus applicable penalties and interest thereon (all such items
      are collectively referred to as “Taxes”) due to, or claimed to be due by, any
      governmental authority. The Balance Sheet fully accrues all current and deferred
      Taxes. The Company has not been delinquent in the payment of any Taxes and
      has
      no tax deficiency or claim outstanding, proposed or assessed against it, and
      there is no basis for any such deficiency or claim. As of the date of Closing,
      the Company will not have any liability for Taxes except as set forth on
      Schedule 5.6.

    


    5.8 Litigation.
      There
      is no claim, action, suit, proceeding or investigation, at law or in equity,
      pending or threatened against the Company affecting any of its properties or
      assets or, to the knowledge of the Company, against any officer or director
      of
      the Company that might result, either in any case or in the aggregate, in any
      material adverse change in the business, operations, affairs or condition of
      the
      Company or any of its properties or assets, or that might call into question
      the
      validity of this Agreement, or any action taken or to be taken pursuant hereto,
      nor is there any judgment, decree, injunction, rule or order of any court,
      governmental department, commission, agency, instrumentality or arbitrator
      outstanding against the Company having, or which, insofar as can be reasonably
      foreseen, in the future may have, any such effect.

     

    
      
        
        

      

      
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    5.9 Compliance
      with Applicable Law.
      The
      Company has complied with all applicable laws, regulations, orders and other
      requirements of all governmental entities having jurisdiction over it and its
      assets, properties and operations, except in any case where the failure to
      comply would not have a material adverse effect on the business, assets or
      financial condition of the Company. The Company has not received any notice
      of
      any material violation of any such law, regulation, order or other legal
      requirement, and is not in material default with respect to any order, writ,
      judgment, award, injunction or decree of any governmental entity, applicable
      to
      the Company or any of its assets, properties or operations.

    


    5.10 Contracts
      and Agreements.
      The
      Company is not a party to or bound by nor are any of its properties and assets
      subject to any contract, instrument, lease, license, agreement, guaranty,
      commitment or undertaking.

    


    5.11 Employees;
      Employee Plans.
      The
      Company is not a party to or bound by any employment, consulting, or retainer
      agreement, or any profit-sharing, deferred compensation, bonus, savings, stock
      option, stock purchase, or incentive plan or agreement.

    


    5.12 No
      Conflict.
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not and will not conflict with or result
      in
      a breach of any term or provision of, constitute a default under or result
      in a
      violation of, the Articles of Incorporation or bylaws of the Company, as
      amended, any agreement, contract, instrument, lease, license, agreement or
      undertaking to which the Company is a party or by which it or any of its assets
      are bound, or any judgment, decree, order or writ by which the Company is bound
      or to which it or any of its assets or properties are subject.

    


    5.13 Consent.
      The
      Company is not required to submit any notice, report, statement, or other filing
      with and no consent, approval, order or authorization by any Person is required
      to be obtained by the Company in connection with the execution and delivery
      of
      this Agreement and the sale and issuance of the Company Shares pursuant hereto,
      other than (a) such consents, approvals, orders, authorizations, registrations,
      declarations and filings as may be required under applicable state securities
      law and (b) such other consents, approvals, orders, authorizations,
      registrations, declarations and filings which if not obtained or made would
      not
      have a material adverse effect on the Company.

    


    5.14 Stockholder
      List.
      A
      complete and accurate list of the stockholders of record of the Company as
      of a
      date not more than two (2) days prior to the date of Closing, which stockholder
      list accurately reflects the number of outstanding shares of the Company’s stock
      and the number of such shares which bear a restrictive legend or are subject
      to
      stop transfer orders or other restrictions on transfer, has been delivered
      to
      WSTG.

     

    
      
        
        

      

      
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    5.15 Registration
      Rights.
      No
      Person has demand or other rights to cause the Company to file any registration
      statement under the Securities Act of 1933 relating to any securities of the
      Company or any right to participate in any such registration
      statement.

    


    5.16 Compliance
      with Securities Laws.
      

    


    5.16(a)
      All reports required to be filed by the Company with the Securities and Exchange
      Commission (collectively, the “Reports”) have been properly filed and comply in
      all material respects with the requirements of the Securities Exchange Act
      of
      1934 and the rules and regulations promulgated thereunder with respect to such
      Reports. None of the filed Reports contain any untrue statement of a material
      fact, or fail to state any material fact required to be stated therein or
      necessary to make the statements made therein not misleading.

    


    5.16(b)
      No formal or informal investigation or examination by the Securities and
      Exchange Commission or by the securities administrator of any state is pending
      or threatened against the Company.

    


    5.16(c)
      The Company has not been convicted of any felony or misdemeanor in connection
      with the purchase and sale of any security or involving the making of any false
      filing with the Securities and Exchange Commission.

    


    5.16(d)
      The Company is not subject to any order, judgment or decree of any court of
      competent jurisdiction, temporarily or preliminarily restraining or enjoining,
      or subject to any order, judgment or decree of any court of competent
      jurisdiction, permanently restraining or enjoining, the Company from engaging
      in
      or continuing any conduct or practice in connection with the purchase or sale
      of
      any security or involving the making of any false filing with the Securities
      and
      Exchange Commission.

    


    5.16(e)
      The Company does not have a class of securities registered under and is not
      subject to Section 12(g) of the Securities Exchange Act of
      1934.


    5.17 Investment
      Company.
      The
      Company is not required to be registered as an investment company under the
      Investment Company Act of 1940, as amended, and neither the Company nor its
      officers or directors are required to be registered as investment advisors
      under
      the Investment Advisor Act of 1940, as amended.

     

    
      
        
        

      

      
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            	6.	
              COVENANTS
                RELATING TO CONDUCT OF BUSINESS OF
                WSTG

            


    

    


    During
      the period from the date of this Agreement and continuing until the Closing,
      WSTG agrees (except to the extent that the Company shall otherwise consent
      in
      writing) that:

    


    6.1 Ordinary
      Course.
      WSTG
      shall carry on its business in the usual and ordinary course, in substantially
      the same manner as heretofore conducted.

    


    
      	
            	7.	
              COVENANTS
                RELATING TO CONDUCT OF BUSINESS OF THE COMPANY

            


    

    


    During
      the period from the date of this Agreement and continuing until the Closing,
      the
      Company agrees (except as expressly contemplated by this Agreement or to the
      extent that WSTG shall otherwise consent in writing) that:

    


    7.1 Ordinary
      Course.
      The
      Company shall not conduct any business or engage in any activities other than
      activities related to the closing of the transactions contemplated by this
      Agreement.

    


    7.2 Dividends;
      Changes in Stock.
      Except
      for the forward stock split as contained in the form 10b-17 notice that was
      filed with NASDAQ on June 11, 2007, the Company shall not and shall not propose
      to (i) declare or pay any dividends on or make other distributions in respect
      of
      any of its capital stock, (ii) split, combine or reclassify any of its capital
      stock or issue or authorize the issuance of any other securities in respect
      of,
      in lieu of or in substitution for shares of capital stock of the Company, or
      (iii) repurchase or otherwise acquire any shares of its capital stock or rights
      to acquire any shares of its capital stock.

    


    7.3 Issuance
      of Securities.
      Except
      for the forward stock split described in 7.2 above, the Company shall not issue,
      deliver or sell or authorize or propose the issuance, delivery or sale of,
      any
      shares of its capital stock of any class or securities convertible into, or
      rights, warrants or options to acquire, any such shares or other convertible
      securities.

    


    7.4 Governing
      Documents.
      Except
      for the forward stock split and change of its corporate name, the Company shall
      not amend its Articles of Incorporation or Bylaws.

    


    7.5 No
      Contracts or Undertakings.
      The
      Company shall not become a party to or become bound by or agree to become a
      party to or become bound by any contract, instrument, lease, license, agreement,
      commitment or undertaking.

    


    7.6 No
      Obligations or Liabilities.
      The
      Company shall not incur or agree to incur any amount of long or short-term
      debt
      for money borrowed, or indemnify or agree to indemnify others, or incur or
      agree
      to incur any debts, obligations or liabilities whatsoever.

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
            	8.	
              ADDITIONAL
                AGREEMENTS

            


    

    


    8.1 Access
      to Information.

    


    (a) WSTG
      shall afford to the Company and shall cause its independent accountants to
      afford to the Company, and its accountants, counsel and other representatives,
      reasonable access during normal business hours during the period prior to the
      Closing to all information concerning WSTG, as the Company may reasonably
      request, provided that WSTG shall not be required to disclose any information
      which it is legally required to keep confidential. The Company will not use
      such
      information for purposes other than this Agreement and will otherwise hold
      such
      information in confidence (and the Company will cause its consultants and
      advisors also to hold such information in confidence) until such time as such
      information otherwise becomes publicly available, and in the event of
      termination of this Agreement for any reason the Company shall promptly return,
      or cause to be returned, to the disclosing party all documents obtained from
      WSTG, and any copies made of such documents, extracts and copies
      thereof.

    


    (b) The
      Company shall afford to WSTG and the WSTG Stockholders and shall cause its
      independent accountants to afford to WSTG and the WSTG Stockholders, and their
      accountants, counsel and other representatives, reasonable access during normal
      business hours during the period prior to the Closing to all of the Company's
      properties, books, contracts, commitments and records and to the audit work
      papers and other records of the Company's independent accountants. During such
      period, the Company shall use reasonable efforts to furnish promptly to WSTG
      and
      the WSTG Stockholders such information concerning the Company as WSTG and WSTG
      Stockholders may reasonably request, provided that the Company shall not be
      required to disclose any information which it is legally required to keep
      confidential. WSTG and the WSTG Stockholders will not use such information
      for
      purposes other than this Agreement and will otherwise hold such information
      in
      confidence (and WSTG and the WSTG Stockholders will cause their respective
      consultants and advisors also to hold such information in confidence) until
      such
      time as such information otherwise becomes publicly available, and in the event
      of termination of this Agreement for any reason WSTG and the WSTG Stockholders
      shall promptly return, or cause to be returned, to the disclosing party all
      documents obtained from the Company, and any copies made of such documents,
      extracts and copies thereof.

    


    8.2 Communications.
      Between
      the date hereof and the Closing Date, neither WSTG nor the Company will, without
      the prior written approval of the other party, furnish any communication to
      the
      public if the subject matter thereof relates to the other party or to the
      transactions contemplated by this Agreement, except as may be necessary, in
      the
      opinion of their respective counsel, to comply with the requirements of any
      law,
      governmental order or regulation.

    


    8.3 Securities
      Laws.
      The
      Company shall take such actions as may be necessary to comply with the federal
      securities laws and the securities laws of all states which are applicable
      in
      connection with the issuance of the Company Shares to the WSTG Stockholders
      pursuant to this Agreement.

    


    8.4 Reverse
      Split.
      The
      Company will not, until a date that shall be no less than nine (9) months from
      the Closing Date, effectuate a reverse split of its shares of Common
      Stock.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    8.5 No
      Shop.
      From
      the date of this Agreement until the earlier of (i) the Closing Date, or (ii)
      the termination of this Agreement; neither Company nor WSTG shall cause their
      respective shareholders, officers, directors, employees and other agents to
      directly or indirectly, take any action to solicit, initiate or encourage any
      offer or proposal or indication of interest in a merger, consolidation or other
      business combination involving any equity interest in, or a substantial portion
      of the assets of itself, other than in connection with the transactions
      contemplated by this Agreement. Each of the parties hereto shall immediately
      advise the other party of the terms of any offer, proposal or indication of
      interest that it receives or otherwise becomes aware of.

    


    8.6 Public
      Announcements.
      The
      Company and WSTG shall consult with each other before issuing any press release
      or making any public statement with respect to this Agreement or the
      transactions contemplated hereby and will not issue any such press release
      or
      make any such public statement prior to such consultation and without the
      written consent of the other party.

    


    8.7 Notices
      of Certain Events.
      In
      addition to any other notice required to be given by the terms of this
      Agreement, each of the parties shall promptly notify the other party hereto
      of:

    


    (a) any
      notice or other communication from any person or entity alleging that the
      consent of such person or entity is or may be required in connection with any
      of
      the transactions contemplated by this Agreement;

    


    (b) any
      notice or other communication from any governmental or regulatory agency or
      authority in connection with the transactions contemplated by this Agreement;
      and

    


    (c) any
      actions, suits, claims, investigations or proceedings commenced or, to its
      knowledge threatened against, relating to or involving or otherwise affecting
      such party that, if pending on the date of this Agreement, would have been
      required to have been disclosed pursuant to Sections 3,4 and 5 (as the case
      may
      be) or that relate to the consummation of the transactions contemplated by
      this
      Agreement

    


    8.8 No
      registration of shares issued by the Company.
      WSTG
      agrees that the shares issued to the stockholders listed on Exhibit B and the
      WSTG Stockholders agree that no common and preferred shares shall be registered
      until 12 months from the Closing has elapsed and the Company shall not issue
      any
      shares registered on Form S-8 until 9 months from the Closing has
      elapsed.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	9.	
              CONDITIONS
                PRECEDENT

            


    

    


    9.1 Conditions
      to Obligations of the Company.
      The
      obligations of the Company to consummate the transactions contemplated by this
      Agreement are subject to the satisfaction on or before the date of Closing
      of
      the following conditions, unless waived by the Company:

    


    (a) Minimum
      Number of WSTG Shares.
      All of
      the WSTG Stockholders shall have executed and delivered a copy of this Agreement
      and shall have delivered to the Company the stock certificates and investment
      letters referred to in Section 2.2 above.

    


    (b) Representations
      and Warranties of the WSTG Stockholders.
      The
      representations and warranties of the WSTG Stockholders set forth in Article
      3
      of this Agreement shall be true and correct in all material respects as of
      the
      date of this Agreement and on the date of the Closing.

    (c) Representations
      and Warranties of WSTG.
      The
      representations and warranties of WSTG set forth in Article 4 of this Agreement
      shall be true and correct in all material respects as of the date of this
      Agreement and on the date of Closing, and the Company shall have received a
      certificate or certificates to such effect signed by the chief executive officer
      of WSTG.

    


    (d) List
      of WSTG Stockholders. WSTG
      shall have delivered to the Company for attachment as Exhibit A to this
      Agreement a true and correct copy of a list of the WSTG Stockholders who are
      parties to this Agreement and the number of WSTG Shares owned by each such
      Stockholder, and the total number of WSTG Shares set forth opposite the names
      of
      all of the Stockholders listed on Exhibit A shall constitute 100% of the issued
      and outstanding common stock of WSTG.

    


    (e) 8-K. Counsel
      for WSTG shall have completed the form 8-K for filing with the SEC. Said form
      shall comply with the rules and regulations for the disclosure of this
      Transaction.

    


    (f) Additional
      Closing Documents.
      The
      Company shall have received the following documents and
      instruments:

    


    (1) Certified
      resolutions of the WSTG Board of Directors authorizing the execution and
      delivery of this Agreement and the performance by WSTG of its obligations
      hereunder; and

    


    (2) Such
      other documents and instruments as are required to be delivered pursuant to
      the
      provisions of this Agreement or otherwise reasonably requested by the
      Company.

    


    9.2 Conditions
      to Obligations of WSTG and the WSTG Stockholders.
      The
      obligations of WSTG and the WSTG Stockholders to consummate the transactions
      contemplated by this Agreement are subject to the satisfaction on or before
      the
      date of Closing of the following conditions unless waived by WSTG and the WSTG
      Stockholders:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (a) Representations
      and Warranties of the Company.
      The
      representations and warranties of the Company set forth in Article 5 of this
      Agreement shall be true and correct in all material respects as of the date
      of
      this Agreement and on the date of Closing, and WSTG and the WSTG Stockholders
      shall have received a certificate signed by the chief executive officer of
      the
      Company to such effect.

    


    (b) Resignations.
      The
      Company shall have received and accepted the written resignations of the
      Company's officers and directors as determined by WSTG and the Company as of
      the
      date of Closing, and shall have delivered such resignations to
      WSTG.

    


    (c) Election
      of Directors and Officers.
      The
      Board of Directors of the Company shall have elected persons designated by
      WSTG
      to serve as directors and officers of the Company effective as of the date
      of
      Closing:

    


    (d) Change
      of Name.
      If
      requested by WSTG, the Company’s Board of Directors and stockholders shall have
      duly authorized and approved in accordance with Nevada General Corporation
      law
      an amendment to the Company’s Articles of Incorporation to change the name as
      determined by WSTG, and WSTG shall have received a duly executed Certificate
      of
      Amendment to the Articles of Incorporation to such effect.

    


    (g) Additional
      Closing Documents.
      WSTG
      shall have received the following documents and instruments:

    


    (1) Certified
      resolutions of the Company's Board of Directors (a) authorizing the execution
      and delivery of this Agreement and the performance by the Company of its
      obligations hereunder, (b) electing the persons designated by WSTG as officers
      and directors of the Company effective as of the date of Closing, and (c)
      authorizing an amendment to the Company’s Articles of Incorporation to change
      the Company’s name in accordance with Section 9.2(d) above;

    


    (2) Resolutions
      of the Company’s stockholders approving an amendment to the Company’s Articles
      of Incorporation to change the name of the Company in accordance with Section
      9.2(d) above;

    


    (3) A
      certificate of good standing of the Company from the Secretary of State of
      Nevada dated as of the most recent practicable date;

    


    (4) A
      list of
      the Company's stockholders as of a date within two days of Closing certified
      by
      the Company's stock transfer agent; and

    


    (5) Such
      other documents and instruments as are required to be delivered pursuant to
      the
      provisions of this Agreement or otherwise reasonably requested by
      WSTG

    


    (h) Minimum
      Number of WSTG Shares.
      WSTG
      Stockholders holding 100% of the issued and outstanding common stock of WSTG
      shall have executed and delivered a copy of this Agreement and shall have
      delivered to the Company the stock certificates and investment letters referred
      to in Section 2.2 above.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    (i) Cancellation
      of Shares.
      Company
      stockholders holding 31,350,000 shares shall be cancelled prior to the Closing.
      After the cancellation the Company will have 15,200,000 shares outstanding
      prior
      to the exchange of shares.

    


    
      	
            	10.	
              SURVIVAL
                OF REPRESENTATIONS AND
                WARRANTIES

            


    

    


    The
      representations and warranties contained herein shall survive the Closing,
      but
      shall expire on the first anniversary date following the date of Closing, unless
      a specific claim in writing with respect to these matters shall have been made,
      or any action at law or in equity shall have been commenced or filed before
      such
      anniversary date. Any investigations made by or on behalf of any of the parties
      prior to the date of Closing shall not affect any of the parties’ obligations
      hereunder. Completion of the transactions contemplated herein shall not be
      deemed or construed to be a waiver of any right or remedy of any of the
      parties.

    


    
      	
            	11.	
              INDEMNIFICATION

            


    

    


    11.1 WSTG
      shall indemnify, defend and hold harmless the Company and each of its officers,
      directors, agents, attorneys, employees, consultants, and their respective
      heirs, legal representatives, successors and assigns (the “Company Indemnified
      Parties”) against all losses, claims, damages, costs, expenses (including
      attorney’s fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual claim, action,
      suit, proceeding or investigation based in whole or in part on or arising in
      whole or in part out of (i) any breach of this Agreement by WSTG, including
      but
      not limited to failure of any representation or warranty to be true and correct
      at or before the Closing, or (ii) any act, omission or conduct of the WSTG
      prior
      to the Closing, whether asserted or claimed prior to, or at or after, the
      Closing, or (iii) relating to the consummation of the transactions contemplated
      herein, and any action taken in connection therewith (“Company Indemnified
      Liabilities”). Any Company Indemnified Party wishing to claim indemnification
      under this Section 11.1, upon learning of any such claim, action, suit,
      proceeding or investigation, shall notify WSTG, but the failure to so notify
      shall not relieve a party from any liability that it may have under this Section
      11.1, except to the extent such failure materially prejudices such
      party.

    


    11.2 The
      Company shall indemnify, defend and hold harmless WSTG and each of its officers,
      directors, agents, attorneys, employees, consultants, and their respective
      heirs, legal representatives, successors and assigns (the “WSTG Indemnified
      Parties”) against all losses, claims, damages, costs, expenses (including
      attorney’s fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual claim, action,
      suit, proceeding or investigation based in whole or in part on or arising in
      whole or in part out of (i) any breach of this Agreement by the Company,
      including but not limited to failure of any representation or warranty to be
      true and correct at or before the Closing, or (ii) any act, omission or conduct
      of the Company prior to the Closing, whether asserted or claimed prior to,
      or at
      or after, the Closing, or (iii) relating to the consummation of the transactions
      contemplated herein, and any action taken in connection therewith (“WSTG
      Indemnified Liabilities”). Any WSTG Indemnified Party wishing to claim
      indemnification under this Section 11.2, upon learning of any such claim,
      action, suit, proceeding or investigation, shall notify the Company, but the
      failure so to notify shall not relieve a party from any liability that it may
      have under this Section 11.2, except to the extent such failure materially
      prejudices such party.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    11.3 All
      rights to indemnification under this Section 11 shall survive the consummation
      of the Transaction and the termination of this Agreement. The provisions of
      this
      Section 11 are intended to be for the benefit of, and shall be enforceable
      by,
      each Indemnified Party, and his, her and its heirs and representatives. No
      party
      shall enter into any settlement regarding the foregoing without prior approval
      of the Indemnified Party.

    


    
      	
            	12.	
              TERMINATION

            


    

    


    12.1 Termination.
      This
      Agreement may be terminated at any time prior to the Closing Date:

    


    (a) by
      mutual
      written consent of the Company, WSTG and the WSTG Stockholders;

    


    (b) by
      the
      Company if there has been a material breach of any representation, warranty,
      covenant or agreement contained in this Agreement by WSTG or the WSTG
      Stockholders; or

    


    (c) by
      WSTG
      and the WSTG Stockholders if there has been a material breach of any
      representation, warranty, covenant or agreement contained in this Agreement
      by
      the Company.

    


    12.2 Effect
      of Termination.
      Termination of this Agreement in accordance with Section 12.1 may be effected
      by
      written notice from either the Company or WSTG, as appropriate, specifying
      the
      reasons for termination and shall not subject the terminating party to any
      liability for any valid termination.

    


    
      	
            	13.	
              MISCELLANEOUS

            


    

    


    13.1 Tax
      Treatment.
      The
      transaction contemplated herein is intended to qualify as a so-called “tax-free”
reorganization under the provisions of Section 368 of the Internal Revenue
      Code
      of 1986, as amended. The Company, WSTG and the WSTG Stockholders acknowledge,
      however, that no party hereto has made any representation or warranty to the
      other with respect to the treatment of such transaction or the effect thereof
      under applicable tax laws, regulations, or interpretations; and that no
      attorney's opinion or private revenue ruling has been obtained with respect
      to
      the effects thereof under the Internal Revenue Code of 1986, as
      amended.

    


    13.2 Further
      Assurances.
      From
      time to time, at the other party's request and without further consideration,
      each of the parties will execute and deliver to the others such documents and
      take such action as the other party may reasonably request in order to
      consummate more effectively the transactions contemplated hereby.

    


    13.3 Payment
      of Fees and Expenses.
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach,
      default, or misrepresentation in connection with any of the provisions of this
      Agreement, the successful or prevailing party or parties shall be entitled
      to
      recover reasonable attorneys' fees and other costs incurred in that action
      or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    13.4 Parties
      in Interest.
      Except
      as otherwise expressly provided herein, all the terms and provisions of this
      Agreement shall be binding upon, shall inure to the benefit of and shall be
      enforceable by the respective heirs, beneficiaries, personal and legal
      representatives, successors and assigns of the parties hereto.

    


    13.5 Entire
      Agreement; Amendments.
      This
      Agreement, including the Schedules, Exhibits and other documents and writings
      referred to herein or delivered pursuant hereto, which form a part hereof,
      contains the entire understanding of the parties with respect to its subject
      matter. There are no restrictions, agreements, promises, warranties, covenants
      or undertakings other than those expressly set forth herein or therein. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to its subject matter. This Agreement may be amended only by a
      written instrument duly executed by the parties or their respective successors
      or assigns.

    


    13.6 Headings.
      The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

    


    13.7 Pronouns.
      All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine or neuter, singular or plural, as the identity of the person, persons,
      entity or entities may require.

    


    13.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    13.9 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada.

    


    13.10 Person.
      For
      purposes of this Agreement, the term “Person” shall mean any individual,
      corporation, partnership, joint venture or other business enterprise or entity
      and any governmental agency, federal, state or local.

    


    13.11 Notices.
      Any and
      all notices, demands or other communications required or desired to be given
      hereunder by any party shall be in writing and shall be validly given or made
      to
      another party if given by personal delivery, telex, facsimile, telegram or
      if
      deposited in the United States mail, certified or registered, postage prepaid,
      return receipt requested. If such notice, demand or other communication is
      given
      by personal delivery, telex, facsimile or telegram, service shall be
      conclusively deemed made at the time of receipt. If such notice, demand or
      other
      communication is given by mail, such notice shall be conclusively deemed given
      forty-eight (48) hours after the deposit thereof in the United States mail
      addressed to the party to whom such notice, demand or other communication is
      to
      be given as hereinafter set forth:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    

      
        	 	
                If
                  to WSTG:

              	
                At
                  the address set forth below its name on the

              
	 	 	
                signature
                  page of this Agreement.

              
	 	 	 
	 	
                If
                  to the WSTG Stockholders:

              	
                At
                  the addresses set forth below their names on Exhibit

              
	 	 	
                A
                  attached hereto.

              
	 	 	 
	 	
                Copy
                  to:

              	
                Frank
                  Hariton, Esq.

              
	 	 	
                1065
                  Dobbs Ferry Road

              
	 	 	
                White
                  Plains, NY 10607

              
	 	 	 
	 	
                If
                  to the Company:

              	
                At
                  the address set forth below its name on the

              
	 	 	
                signature
                  page of this Agreement.

              
	 	 	 
	 	
                Copy
                  to:

              	
                Rowland
                  W. Day II, Esq.

              
	 	 	
                3
                  Imperial Promenade, Suite 960

              
	 	 	
                Santa
                  Ana, CA 92707

              


      

    

     

    13.12 Payment
      of Expenses.

    


    The
      Company and WSTG shall each bear their own fees and expenses (including legal
      fees) incurred incident to the preparation and carrying out of the transactions
      contemplated herein.

    


    
      	
            	14.	
              APPOINTMENT
                OF AGENT

            


    

    


    The
      WSTG
      Stockholders hereby irrevocably constitute and appoint Frank J. Hariton as
      their
      true and lawful attorney (the “Agent”) with full right and power in their names
      and stead to take any and all action by and on behalf of them necessary or
      desirable to consummate the transactions contemplated by this Agreement,
      including without limitation, the right and power to receive certificates
      representing the Company Shares on behalf of each of the WSTG Stockholders,
      to
      deliver to the Company the certificates representing the WSTG Shares, to waive
      performance of any of the obligations of the Company or waive satisfaction
      of
      any of the conditions to Closing specified in Section 9.2 hereof, to deliver
      investment letters of the WSTG Stockholders referred to in Section 2.2(a)
      hereof, and to amend or terminate this Agreement as herein provided. Any such
      action taken by the Agent on behalf of a WSTG Stockholder shall be binding
      upon
      such WSTG Stockholder. The Company shall not have any responsibility to the
      WSTG
      Stockholders or any of them for the distribution by the Agent of the
      certificates representing the Company Shares to be delivered to the WSTG
      Stockholders, nor shall the Company be liable in any manner whatsoever to the
      WSTG Stockholders or any of them by or on account of any act or omission of
      the
      Agent.

    


    (Signature
      Page to Follow)


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      parties hereto as of the date first above written.

    
      	 	 	 
	 	
              China
                Shoe Holdings, Inc.,

              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              David Rector
	 	Its: President
	 	Address: 1640
              Terrance Way
	 	
                Walnut
                Creek, CA 94597

            


      	 	 	 
	 	
              Wholly
                Success Technology Group Limited

              a
                British Virgin Islands corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              
                
 

            
	 	
              Its: President

              Address:

               

              
                
 

                

              

            


    

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    WSTG
      STOCKHOLDERS

    SIGNATURE
      PAGE

    

      
        	 	 	 
	
                Gu
                  Xian Zhong

              	 	
                Gu
                  Chang Hong

              
	 	 	 
	 	 	 
	
                Zhou
                  Shi Qin

              	 	
                Gu
                  Xian Zhong

              
	 	 	 
	 	 	 
	
                Zhou
                  Shi Qin

              	 	
                Gu
                  Chang Hong

              
	 	 	 
	 	 	 
	
                Gu
                  Xianzhong

              	 	
                Gu
                  Changhong

              
	 	 	 
	 	 	 
	
                Shen
                  Lei

              	 	
                Zhong
                  Longsheng

              
	 	 	 
	 	 	 
	
                Gu
                  Wenqing

              	 	
                Gu
                  Qun

              
	 	 	 
	 	 	 
	
                Chen
                  Yijiang

              	 	
                Li
                  Ngai

              
	 	 	 
	 	 	 
	
                Chan
                  Woon Foon

              	 	
                Lo
                  Kon Ki

              
	 	 	 
	 	 	 
	
                Christine
                  Ho Man Kwan

              	 	
                Fong
                  Heung Sang

              
	 	 	 
	 	 	 
	
                Cheung
                  Ming

              	 	
                Cheng
                  Patricia Hoi Yun

              
	 	 	 
	 	 	 
	
                Chan
                  Kam Fai

              	 	
                Jason
                  Kong Chun Hin

              
	 	 	 
	 	 	 
	
                Ho
                  Hin Chung

              	 	
                Zhu
                  Liqin

              
	 	 	 
	 	 	 
	
                Zhou
                  Shiying

              	 	
                Fei
                  Fuzhen

              
	 	 	 
	 	 	
                Cranberry
                  Heights Group Limited

                 

                 

              
	
                Tang
                  Yingxiang

              	 	
                By:

                
                  

                

                 

              
	 	 	
                Title:

                 

                  

                

              
	 	 	 
	 	 	 


      

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A


    

      
        	
                 NAMES
                  AND ADDRESSES OF WSTG STOCKHOLDERS

              	 	
                 NUMBER
                  OF WSTG SHARES OWNED

              	 	
                  NUMBER
                  OF COMPANY SHARES TO BE RECEIVED

              	 
	
                Gu
                  Xian Zhong

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                24,500

              	 	 	
                10,500,000

              	 
	
                 

                Gu
                  Chang Hong

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                15,500

              	 	 	
                3,395,000

              	 
	
                 

                Shen
                  Lei

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                74,400

              	 	 	
                5,208,000

              	 
	
                 

                Zhong
                  Longsheng

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                71,400

              	 	 	
                4,998,000

              	 
	
                 

                Gu
                  Wenqing

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                17,100

              	 	 	
                1,197,000

              	 
	
                 

                Gu
                  Qun

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                17,600

              	 	 	
                1,232,000

              	 
	
                 

                Chen
                  Yijiang

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                33,800

              	 	 	
                2,366,000

              	 
	
                 

                Li
                  Ngai

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                57,100

              	 	 	
                3,997,000

              	 
	
                 

                Chan
                  Woon Foon

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                42,900

              	 	 	
                3,003,000

              	 
	
                 

                Lo
                  Kon Ki

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                28,600

              	 	 	
                2,002,000

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       EXHIBIT
        A

       

      
        	
                 

                 

                Christine
                  Ho Man Kwan

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                14,300

              	 	 	
                1,001,000

              	 
	
                 

                Fong
                  Heung Sang

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                14,300

              	 	 	
                1,001,000

              	 
	
                 

                Cheung
                  Ming

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                14,300

              	 	 	
                1,001,000

              	 
	
                 

                Cheung
                  Patricia Hoi Yun

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                14,300

              	 	 	
                1,001,000

              	 
	
                 

                Chan
                  Kam Fai

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                11,400

              	 	 	
                798,000

              	 
	
                 

                Jason
                  Kong Chun Hin

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                7,100

              	 	 	
                497,000

              	 
	
                 

                Ho
                  Hin Chung

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                7,100

              	 	 	
                497,000

              	 
	
                 

                Zhu
                  Liqin

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                2,900

              	 	 	
                203,000

              	 
	
                 

                Zhou
                  Shiying

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                57,000

              	 	 	
                3,990,000

              	 
	
                 

                Fei
                  Fuzhen

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                61,600

              	 	 	
                4,312,000

              	 
	
                 

                Tang
                  Yingxiang

                488
                  Wai Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                40,000

              	 	 	
                2,800,000

              	 
	
                 

                Cranberry
                  Heights Group Limited

                488
                  Wia Qingsong Road

                Waigang
                  Town, Jaiding District

                Shanghai,
                  PRC

              	 	 	
                208,800

              	 	 	
                14,616,000

              	 


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      EXHIBIT
        B


    

    


    
      	 	
              Name
                and address of individual or entity to receive newly issued restricted
                shares at the Closing

            	 	
              Number
                of shares to be issued

            
	 	 	 	 
	
              1.

            	
              China
                Venture Partners, Inc.

              RR3
                Box 3087

              East
                Stroudsburg, PA 18301

            	 	
              15,185,000