Unassociated Document


    


    SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT (this
      “Agreement”) made
      as
      of this 18th
      day of
      November, 2005 (the “Effective Date”), by and among Green Villa Holdings, Ltd.
      (“Green Villa”), a British Virgin Islands corporation, with its principal
      address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town,
      Tortola, those
      persons executing this Agreement whose names are set forth in the signature
      pages with the number of shares they own in Green Villa (collectively, the
      “Shareholders”), owning all of the issued and outstanding shares of capital
      stock of Green Villa, and Newsummit Biopharma Co., Inc (“Issuer”), a Delaware
      corporation, with its principal address at 398 Tianlin Road, 4th
      Floor,
      Xuhui District, Shanghai, The People’s Republic of China, and is a wholly-owned
      subsidiary of Green Villa.

     

    WHEREAS,
      the Shareholders own all of the issued and outstanding shares of capital stock
      of Green Villa (the “Shares”);

     

    WHEREAS,
      the Shareholders desire to exchange all of their shares of capital stock of
      Green Villa for shares of common stock of the Issuer, as set forth in
Schedule
      A
      attached
      hereto, with the result being that Green Villa will become a wholly owned
      subsidiary of Issuer; and

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound hereby, do mutually agree as follows:

     

    ARTICLE
      I

    THE
      TRANSACTIONS

     

    1.1  The
      Exchange.
      On the
“Closing Date” as provided in Section 1.2, the Shareholders shall receive an
      aggregate of 10,000,000 shares of Issuer in exchange for all of the shares
      of
      capital stock of Green Villa (the “Exchange”), as set forth in Schedule
      A
      hereto,
      and Issuer shall receive shares of Green Villa representing all of the
      outstanding capital stock of Green Villa. No Shareholder shall have any right
      to
      receive fractional shares, but any fractional share shall be rounded to the
      nearest whole share. 

     

    1.2  Closing.
      The
      closing of the Exchange contemplated hereby (the “Closing”) shall be held on the
      next business day following the effectiveness of the Issuer’s Registration
      Statement. The date upon which the Closing shall occur shall be referred to
      as
      the “Closing Date.”

     

    1.3  Nominee.
      Jun
      Ren, a Shareholder, holds the issued and outstanding shares of capital stock
      of
      Green Villa as nominee (the “Nominee”) for the Shareholders listed on
Schedule
      A
      hereto.
      At Closing, the Nominee will transfer the issued and outstanding shares of
      capital stock of Green Villa to the Issuer to effectuate the Exchange on behalf
      of the Shareholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

    CLOSING
      DELIVERIES

     

    2.1  Closing
      Deliveries by the Shareholders.
      At the
      Closing, in addition to documents referred to elsewhere herein, the Shareholders
      shall deliver, or cause to be delivered, in a form reasonably satisfactory
      to
      Issuer, stock certificates or lost stock affidavits representing the shares
      owned by the Shareholders, which collectively shall represent all the Shares
      to
      be transferred to Issuer as set forth above and a prospectus.

     

    2.2  Closing
      Deliveries by Issuer.
      At the
      Closing, Issuer shall deliver to the Shareholders, certificates representing
      the
      shares of Issuer to be issued pursuant to the Exchange.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF ISSUER

     

    Issuer
      makes the following representations and warranties to Shareholders on and as
      of
      the date hereof, and the Closing Date, with the knowledge and understanding
      that
      the Shareholders are relying materially upon such representations and
      warranties.

     

    3.1  Organization
      and Standing of Issuer.
      Issuer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Delaware. The copies of the Certificate of Incorporation and By-laws
      of
      Issuer as amended to date, and made available to the Shareholders, are true
      and
      complete copies of those documents as now in effect.

     

    3.2  Subsidiaries.
      Issuer
      has no subsidiaries and no interest in any other corporation, partnership,
      joint
      venture or other entity.

     

    3.3  Capitalization.
      The
      authorized capital stock of Issuer, consists of 30,000,000 shares of common
      stock, of which there are no shares issued and outstanding, and 5,000,000 shares
      of preferred stock authorized, of which none have been issued.

     

    3.4  Authority.
      This
      Agreement constitutes, and all other agreements contemplated hereby will
      constitute when executed and delivered by Issuer in accordance herewith, the
      valid and legally binding obligation of Issuer, enforceable in accordance with
      their respective terms.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF GREEN VILLA AND THE SHAREHOLDERS

     

    Green
      Villa and the Shareholders make the following representations and warranties,
      jointly and severally, to Issuer as follows as of the date hereof and the
      Closing Date, with the knowledge and understanding that Issuer is relying
      materially upon such representations and warranties:

     

    4.1  Organization
      and Standing of Green Villa.
      Green
      Villa is a corporation duly organized, validly existing and in good standing
      under the laws of the Cayman Islands and has the corporate power to carry on
      its
      business as now conducted and to own its assets and is duly qualified to
      transact business as a foreign corporation in each state where such
      qualification is necessary. Green Villa owns 80.08% of the capital stock of
      Shanghai Newsummit Biopharma Co., Ltd., a China based company (“Newsummit
      China”). Shanghai Fudan Science-Tech Park Investment Co. Ltd owns 3.98% of
      Newsummit China and Shanghai Science-Tech Investment Co, Ltd own the remaining
      15.94% of Newsummit China.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.2  Capitalization.
      Green
      Villa has 50,000 shares authorized with 40,000 shares of common stock issued
      and
      outstanding and no preferred stock. The shares of common stock of Green Villa
      that are issued and outstanding are duly authorized, validly issued and
      outstanding, fully paid and nonassessable, and were not issued in violation
      of
      the preemptive rights of any person.

     

    4.3  Governmental
      Approval; Consents.
      No
      authorization, license, permit, franchise, approval, order or consent of, and
      no
      registration, declaration or filing by Green Villa with, any governmental
      authority, domestic or foreign, federal, state or local, is required in
      connection with the execution, delivery and performance of this Agreement and
      consummation of the Exchange. No consents of any other parties are required
      to
      be received by or on the part of Green Villa to enable it to enter into and
      carry out its obligations under this Agreement.

     

    4.4  Authority.
      This
      Agreement constitutes, and all other agreements contemplated hereby will
      constitute, when executed and delivered by Green Villa and its Shareholders
      in
      accordance herewith, the valid and binding obligations of Green Villa and its
      Shareholders enforceable in accordance with their respective terms.

     

    ARTICLE
      V

    MISCELLANEOUS

     

    5.1  Expenses.
      Each
      party hereto agrees to pay its own costs, fees and expenses incurred in
      negotiating this Agreement and consummating the transactions described
      herein.

     

    5.2  Construction.
      This
      Agreement shall be construed and enforced in accordance with the internal laws
      of the State of New York without giving effect to the principles of conflicts
      of
      law thereof.

     

    5.3  Counterparts.
      This
      Agreement may be executed in counterparts, including by facsimile, each of
      which
      shall be deemed an original, but all of which shall together constitute one
      and
      the same Agreement.

     

    5.4  No
      Implied Waiver; Remedies.
      No
      failure or delay on the part of the parties hereto to exercise any right, power,
      or privilege hereunder or under any instrument executed pursuant hereto shall
      operate as a waiver nor shall any single or partial exercise of any right,
      power, or privilege preclude any other or further exercise thereof or the
      exercise of any other right, power, or privilege. All rights, powers, and
      privileges granted herein shall be in addition to other rights and remedies
      to
      which the parties may be entitled at law or in equity.

     

    5.5  Entire
      Agreement.
      This
      Agreement, including any exhibits attached hereto, sets forth the entire
      understandings of the parties with respect to the subject matter hereof, and
      it
      incorporates and merges any and all previous communications, understandings,
      oral or written as to the subject matter hereof, and cannot be amended, waived
      or changed except in writing, signed by the party to be bound
      thereby.

     

     

    
      
        
        

      

      
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    5.6  Headings.
      The
      headings of the Sections of this Agreement, where employed, are for the
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meanings of the parties.

     

    5.7  Severability.
      To the
      extent that any provision of this Agreement shall be invalid or unenforceable,
      it shall be considered deleted herefrom and the remainder of such provision
      and
      of this Agreement shall be unaffected and shall continue in full force and
      effect.

     

    IN
      WITNESS WHEREOF, the parties have executed this agreement as of the Effective
      Date.

     

     

    


    
      	 	 	 
	 	NEWSUMMIT
              BIOPHARMA CO., INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              Title:

            
	 	 


    

     

     

    
      	 	 	 
	 	GREEN
              VILLA HOLDINGS, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ 
              Jun Ren
	 	
              

              Name:
                Jun Ren

              Title:
                Authorized Representative

            
	 	 


    

    
 

    
      
        
        

      

      
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	 	SHAREHOLDER:
                Jun Ren  
	 
 	 
 	 
 
	 	  	/s/ Jun
                Ren 
	 	
                

                (Signature)
	 	 
	 	
                No.
                  of shares of Green Villa: 40,000

                 

                No.
                  of shares of Issuer to be issued: 10,000,000

              


      



    
    

    Tax
      ID
      No. or SS No.:_________________________

     

    Street
      Address:  ______________________________

     

    ___________________________________________

     

    


    
      
        
        

      

      
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    SCHEDULE
      A

     

    Every
      share of issued and outstanding stock owned by the Shareholders shall be
      exchanged for 250 shares of common stock of Newsummit.

     

    
      	
              Name
                of the Shareholder

               

            	
              Green
                Villa Shares owned

               

            	
              Issuer
                shares

               

            
	
              Jun
                Ren

               

            	
              20,512

               

            	
              5,128,086

               

            
	
              Praise
                Luck Investments Limited

               

            	
              4,744

               

            	
              1,185,984

               

            
	
              Goldsmart
                Consultants Limited

               

            	
              4,144

               

            	
              1,035,930

               

            
	
              Warner
                Technology & Investments Corp.

               

            	
              4,600

               

            	
              1,150,000

               

            
	
              Jesup
                & Lamont Securities Corp.

               

            	
              6,000

               

            	
              1,500,000

               

            


    

    


     

    


    
      
        
        

      

      
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