Unassociated Document


    
      
         

        Exhibit 10.1

         

        SHARE
EXCHANGE AGREEMENT

         

        This
SHARE EXCHANGE AGREEMENT
(this “Agreement”) is
entered into as of this 12th day of
November, 2010, by and among China INSOnline Corp., a Delaware corporation
(hereinafter referred to as “CIC”), Ding Neng Holdings
Limited, a British Virgin Islands business company (“Ding Neng”) and the
shareholders of Ding Neng listed on Schedule A hereto
(collectively, the “Ding Neng
Shareholders”).

         

        WHEREAS, CIC is a publicly
reporting company organized under the laws of Delaware with no significant
operations;

         

        WHEREAS, the Ding Neng
Shareholders collectively own 100% of the issued and outstanding capital stock
of Ding Neng;

         

        WHEREAS, Ding Neng owns 100%
of the issued and outstanding capital stock of Ding Neng Bio-technology Co.,
Limited, a Hong Kong company (“DBT”), which owns 100% of the
issued and outstanding capital stock of Zhangzhou Fuhua Biomass Energy
Technology Co., Ltd. (the “WOFE”), a wholly foreign owned
enterprise incorporated under the laws of the People’s Republic of China (the
“PRC”);

         

        WHEREAS, on October 28, 2010,
the WOFE entered into a series of contractual agreements with Fujian Zhangzhou
Dingneng Bio-Technology Co., Ltd. (“Ding Neng Bio-Tech”), a
company incorporated under the laws of the PRC, and its shareholders, in which
the WOFE effectively assumed management of the business activities of Ding Neng
Bio-Tech and has the right to appoint all executives and senior management and
the members of the board of directors of Ding Neng Bio-Tech (Ding Neng, DBT,
WOFE and Ding Neng Bio-Tech shall be referred to herein collectively as the
“Group”);

         

        WHEREAS, CIC proposes to
acquire 100% of the issued and outstanding equity securities of Ding Neng (the
“Ding Neng Shares”) from
the Ding Neng Shareholders in exchange (the “Exchange”) for the issuance by
CIC to the Ding Neng Shareholders of a number of newly issued shares (the “Exchange Shares”) of CIC’s
common stock, par value $0.001 per share (the “Common
Stock”) representing an aggregate of 85% (subject to adjustment as
set forth herein) of the issued and outstanding shares of Common Stock
immediately following the Closing, and the Ding Neng Shareholders desire to
exchange their respective Ding Neng Shares for the Exchange Shares on the terms
described herein; and

         

        WHEREAS, prior to the closing
of the Exchange (the “Closing”), (1) the Common
Stock shall be subject to a reverse split on a basis between 1:20 and 1:40, to
be determined by the CIC Board of Directors within five business days of the
date of the Closing (the “Reverse Split”), to facilitate
the compliance of CIC following the Closing Date with the initial listing
requirements of the Nasdaq Capital Market and (2) CIC shall obtain all necessary
approvals and consents required to change its name to China Bio-Energy Corp.
effective as of the Closing (the “Name Change”);
and

         

        WHEREAS, on the date of the
closing (the “Closing
Date”), and as a result of the transactions contemplated hereby, Ding
Neng will become a wholly-owned subsidiary of CIC.

         

        NOW THEREFORE, on the basis of
the foregoing stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, and intending to be legally bound hereby, it is
hereby agreed as follows:

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

         

        ARTICLE
I

         

        REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF DING NENG

         

        As an
inducement to, and to obtain the reliance of CIC, except as set forth in the
Schedules of Ding Neng attached hereto (the “Ding Neng Schedules”), Ding
Neng, DBT, WOFE and Ding Neng Bio-Tech hereby each represent and warrant, solely
on behalf of itself, to CIC as of the date hereof and as of the Closing
Date.  All references to the Group or each of Ding Neng, DBT, WOFE or
Ding Neng Bio-Tech in this Article I shall be deemed to also refer to its
respective subsidiaries and affiliates.  As used herein, the term
“knowledge of the Group”
or similar language refers to the actual knowledge of the executive officers and
directors of Ding Neng Bio-Tech.

         

        Section
1.01 Organization.  Each
member of the Group is organized under the laws of the jurisdiction set forth in
Schedule 1.01
of the Ding Neng Schedules, is duly formed or organized, validly existing and in
good standing under the laws of its jurisdiction of organization and has the
requisite power and authority to own, lease and operate its assets and
properties and to carry on its business as it is now being or currently planned
by each member of the Group to be conducted.  Each member of the Group
is in possession of all governmental or third party approvals necessary to own,
lease and operate the properties it purports to own, operate or lease, to carry
on its respective business as it is now being conducted and to consummate the
transactions contemplated by this Agreement.  No member of the Group
is in violation of any of the provisions of their respective charter or
organization documents.  The ownership records (which have been
delivered to CIC) of each Group member’s registered capital are true, complete
and accurate records of such ownership as of the date of such records and
contain all transfers of such registered capital since the time of their
respective organization.  No member of the Group is required to
qualify to do business as a foreign corporation in any other jurisdiction,
except where the failure to so qualify would not have a Material Adverse Effect
on Ding Neng.  As used herein, “Material Adverse Effect”
shall mean any material, adverse effect on: (i) the assets, liabilities, results
of operations, condition (financial or otherwise) or business of the entity or
individual to which such statement applies, taken as a whole; or (ii) the
ability of such entity or individual to perform its obligations hereunder, but,
to the extent applicable, shall exclude any circumstance, change or effect to
the extent resulting or arising from: (A) any change in general economic
conditions in the industries or markets in which such entity or individual
operates so long as such entity or individual is not disproportionately (in a
material manner) affected by such changes; (B) national or international
political conditions, including any engagement in hostilities, whether or not
pursuant to the declaration of a national emergency or war, or the occurrence of
any military or terrorist attack so long as such entity or individual is not
disproportionately (in a material manner) affected by such changes; (C) changes
in United States generally accepted accounting principles, or the interpretation
thereof; or (D) the entry into or announcement of this Agreement, actions
contemplated by this Agreement, or the consummation of the transactions
contemplated hereby.

         

        
          
            
            

          

          
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        Section
1.02 Capitalization.

         

        (a) The
number of shares which Ding Neng is authorized to issue consists of 50,000
shares, par value US$0.10 per share.  There are 50,000 shares of Ding
Neng currently issued and outstanding.  The issued and outstanding
shares of Ding Neng are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any
person.  All of the issued and outstanding shares of Ding Neng are
held legally and beneficially by the Ding Neng Shareholders.  As of
the Closing Date, no shares of Ding Neng will be reserved for issuance upon the
exercise of outstanding options, warrants or other equity-linked securities of
Ding Neng.  All outstanding equity of Ding Neng has been issued and
granted in compliance with: (i) all applicable securities laws and other
applicable laws and regulations and (ii) all requirements set forth in any
material contracts, agreements, franchises, license agreements, debt instruments
or other commitments to which Ding Neng is a party or by which it or any of its
assets or properties are bound, all of which are set forth on Schedule 1.09 to the
Ding Neng Disclosure Schedules (the “Ding Neng Material
Contracts”).

         

        (b) There are
no equity securities or similar ownership interests of any class of any equity
security of Ding Neng, or any securities exchangeable or convertible into or
exercisable for such equity securities or similar ownership interests, issued,
reserved for issuance or outstanding.  Except as contemplated by this
Agreement or as set forth on Schedule 1.02 of the
Ding Neng Schedules, there are no subscriptions, options, warrants, equity
securities or similar ownership interests, calls, rights (including preemptive
rights), commitments or agreements of any character to which Ding Neng is a
party or by which it is bound obligating Ding Neng to issue, deliver or sell, or
cause to be issued, delivered or sold, or repurchase, redeem or otherwise
acquire, or cause the repurchase, redemption or acquisition of, any shares of
capital stock or similar ownership interests of Ding Neng or obligating Ding
Neng to grant, extend, accelerate the vesting of or enter into any such
subscription, option, warrant, equity security, call, right, commitment or
similar agreement.

         

        (c) Except as
contemplated by this Agreement and except as set forth in Schedule 1.02 of the
Ding Neng Schedules, there is no voting trust, proxy, rights plan, anti-takeover
plan or other agreement or understanding to which Ding Neng is a party or by
which it is bound with respect to any equity security of any class of Ding Neng,
and there are no material agreements to which Ding Neng is a party, or which
Ding Neng has knowledge of, which conflicts with this Agreement or the
transactions contemplated herein or otherwise prohibits the consummation of the
transactions contemplated hereunder.

         

        Section
1.03 Subsidiaries.  Except
as set forth on Schedule 1.03 of the
Ding Neng Schedules (which sets forth the corporate structure of the Group and
the jurisdiction of organization), Ding Neng does not have any subsidiaries, and
does not own, beneficially or of record, any shares of any other entity directly
or indirectly.  

         

        Section
1.04 Financial
Statements.

         

        (a) On or
before the Closing Date, CIC shall have been furnished with: (i) the audited
balance sheets of Ding Neng Bio-Tech as of December 31, 2009 and December 31,
2008 and the related audited statements of operations, stockholders’ equity and
cash flows for the fiscal years ended December 31, 2009 and December 31, 2008
together with the notes to such statements and the opinion of Malone Bailey,
LLP, independent certified public accountants, and (ii) the unaudited financial
statements of Ding Neng Bio-Tech for the nine months ended September 30, 2010
(the “Ding Neng Financial
Statements”).

         

        
          
            
            

          

          
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        (b) Each set
of financial statements (including, in each case, any related notes thereto)
provided pursuant to Section 1.04(a) were
prepared in accordance with U.S. generally accepted accounting principles,
applied on a consistent basis throughout the periods involved (except as may be
indicated in the notes thereto) and each fairly presents in all material
respects the financial position of Ding Neng at the respective dates thereof and
the results of its operations and cash flows for the periods indicated, except
that the unaudited interim financial statements were or are subject to normal
adjustments which were not or are not expected to have a Material Adverse
Effect.

         

        (c) As of the
date of all balance sheets included in each set of financial statements provided
pursuant to Section
1.04(a), except as and to the extent reflected or reserved against
therein, Ding Neng Bio-Tech had no liabilities or obligations (absolute or
contingent) which should be reflected in the balance sheets or the notes thereto
prepared in accordance with U.S. generally accepted accounting principles, and
all assets reflected therein are properly reported and present fairly in all
material respects the value of the assets of Ding Neng Bio-Tech, in accordance
with U.S. generally accepted accounting principles.  All statements of
operations, stockholders’ equity and cash flows included in the Ding Neng
Bio-Tech financial statements reflect fairly in all material respects the
information required to be set forth therein by U.S. generally accepted
accounting principles.

         

        Section
1.05 Information.

         

        (a) The
information concerning the Group set forth in this Agreement and the Ding Neng
Schedules is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.

         

        (b) None of
the information supplied or to be supplied by the Group for inclusion in the
information statement, to be filed by CIC, with respect to the transactions
contemplated hereby (the “Information Statement”) will,
at the date it is first mailed to CIC’s stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.  Solely
with respect to information provided by the Group for inclusion in the
Information Statement, such information will comply in all material respects
with the requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the
rules and regulations thereunder, it being understood that no representation or
warranty is made by the Group with respect to overall form of the Information
Statement or statements made or incorporated by reference therein based solely
on information supplied by CIC in writing for inclusion or incorporation by
reference in the Information Statement.  None of the information
supplied or to be supplied by the Group for inclusion in the Information
Statement shall, at the time such document is filed, at the time amended or
supplemented, or at the time the Information Statement is declared effective by
the Securities and Exchange Commission (the “SEC”), contain any untrue
statement of a material fact or omit to state any 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.

         

        
          
            
            

          

          
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        Section
1.06 Options or
Warrants.  Except as set forth in Schedule 1.06 of the
Ding Neng Schedules, there are no existing options, warrants, calls, or
commitments of any character relating to the authorized and unissued stock of
any member of the Group.

         

        Section
1.07 Absence of Certain Changes
or Events.  Except as disclosed on Schedule 1.07 of the
Ding Neng Schedules or the Ding Neng Financial Statements (with respect to
subsequent events), since June 30, 2010:

         

        (a) There has
not been any material adverse change in the business, operations, properties,
assets, or condition (financial or otherwise) of the Group;

         

        (b) No member
of the Group has:

         

        (i) amended
its memorandum of association or articles of association or other organizational
documents;

         

        (ii) declared
or made, or agreed to declare or make, any payment of dividends or distributions
of any assets of any kind whatsoever to stockholders or purchased or redeemed,
or agreed to purchase or redeem, any of its shares;

         

        (iii) made any
material change in its method of management, operation or
accounting,

         

        (iv) entered
into any other material transaction other than in the ordinary course of its
business;

         

        (v) made any
increase in or adoption of any profit sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or
employees;

         

        (vi) granted
or agreed to grant any options, warrants or other rights for its stocks, bonds
or other corporate securities calling for the issuance thereof,

         

        (vii) borrowed
or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent) except as disclosed herein and
except liabilities incurred in the ordinary course of business;

         

        (viii) sold or
transferred, or agreed to sell or transfer, any of its assets, properties, or
rights or canceled, or agreed to cancel, any debts or claims (except as
contemplated hereby);

         

        (ix) issued,
delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock) except in connection with this Agreement and the
transactions contemplated hereby;

         

        
          
            
            

          

          
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        (x) experienced
any damage, destruction or loss, whether or not covered by insurance, that would
have a Material Adverse Effect;

         

        (xi) made any
satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation, except in the ordinary course of business; or

         

        (xii) made any
arrangement or commitments by which Ding Neng, DBT, WOFE or Ding Neng Bio-Tech
to do any of the things described in this Section
1.07.

         

        Section
1.08 Litigation and
Proceedings.  Except as disclosed on Schedule 1.08 of the
Ding Neng Schedules, there are no actions, suits, proceedings, or investigations
pending or, to the knowledge of the Group, threatened by or against the Group or
affecting the Group or their respective properties, at law or in equity, before
any court or any government, any state or other political subdivision thereof,
or any other entity, authority or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including any governmental or regulatory authority, agency, department, board,
commission, administration or instrumentality, any court, tribunal or arbitrator
or any self-regulatory organization, domestic or foreign (each, a “Governmental Authority”), or
before any arbitrator of any kind.  No member of the Group has any
knowledge of any material default on its part with respect to any judgment,
order, injunction, decree, award, rule, or regulation of any court, arbitrator,
or Governmental Authority.

         

        Section
1.09 Contracts.

         

        (a) Schedule 1.09
contains any oral or written: (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension benefit or retirement plan, (iii) agreement, contract, or
indenture relating to the borrowing of money, (iv) guaranty of any obligation;
(vi) collective bargaining agreement; or (vii) agreement with any present or
former officer or director of members of the Group.

         

        (b) The Ding
Neng Material Contracts are valid and enforceable by the applicable members of
the Group in all respects, except as may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies are subject to the discretion of the court before which any proceeding
therefore may be brought.

         

        (c) With
respect to each Ding Neng Material Contract: (i) such Ding Neng Material
Contract is in full force and effect; (ii) no member of the Group is in breach
or default in any material respect, and no event has occurred that with the
passage of time or giving of notice or both would constitute such a breach or
default by any member of the Group, or permit termination or acceleration by the
other party, under the Ding Neng Material Contract, except for violations or
defaults that would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect; and (iii) to the Group’s
knowledge, no other party to the Ding Neng Material Contract is in breach or
default in any material respect, and no event has occurred that with the passage
of time or giving of notice or both would constitute such a breach or default by
such other party, or permit termination or acceleration by any member of the
Group, under any Ding Neng Material Contract.

         

        
          
            
            

          

          
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        Section
1.10 No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not (a)
result in the breach of any term or provision of, constitute a default under, or
terminate, accelerate or modify the terms of any Ding Neng Material Contract to
which a member of the Group is a party or to which any of their respective
assets, properties or operations are subject, or result in the creation of a
Lien (as defined in Section 3.01) upon
any of the properties or assets of any member of the Group (b) conflict with the
charter documents, or (c) conflict with any material judgment, order, decree or
Law (defined in Section
1.11).

         

        Section
1.11 Compliance With Laws and
Regulations.  Each member of the Group is in compliance with
all foreign, federal, state or local orders, statutes, laws, rules, regulations,
ordinances, writs, injunctions, arbitration awards, directives, judgments,
decrees, principles of common law, constitution, treaty or any interpretation
thereof enacted, promulgated, issued, enforced or entered by any Governmental
Authority (each, a “Law”
and collectively, the “Laws”) applicable to it and
the conduct of their respective businesses as currently conducted.  No
member of the Group is in conflict with, or in default or violation of, nor have
any of them received any notice of any conflict with, or default or violation
of, (A) any applicable Law by which such member of the Group or any their
respective property or assets is bound or affected, or (B) any Ding Neng
Material Contract to which such member of the Group is a party or by which such
member or any property, asset or right of any member is bound or affected,
except, in each case, for any such conflicts, defaults or violations that would
not reasonably be expected to be material to such member.  There is no
pending or, to the knowledge of Ding Neng, threatened proceeding or
investigation to which any member of the Group is subject before any
Governmental Authority regarding whether such member has violated in any
material respect any applicable Laws.  No member of the Group has
received notice of any material violation of, or noncompliance with, any Law
applicable to such member or directing such member to take any remedial action
with respect to such applicable Law or otherwise, and no material deficiencies
of any member of the Group have been asserted by any Governmental Authority with
respect to possible violations of any applicable Laws.  Each member of
the Group has filed all material reports, statements, documents, registrations,
filings or submissions required to be filed with any regulatory or Governmental
Authority, and all such reports, registrations, filings and submissions are in
compliance (and complied at the relevant time) with applicable Law and no
material deficiencies have been asserted by any such Governmental Authority with
respect to any reports, statements, documents, registrations, filings or
submissions required to be filed with respect to any member of the Group with
any Governmental Authority that have not been remedied.  

         

        Section
1.12 Authority; Execution and
Delivery; Enforceability. Ding Neng has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions described herein. The execution and delivery by Ding Neng of this
Agreement and the consummation by Ding Neng of the transactions described herein
have been duly authorized and approved by the Board of Directors of Ding Neng
and no other corporate proceedings on the part of Ding Neng are necessary to
authorize this Agreement and the transactions described herein.  When
executed and delivered, this Agreement will be enforceable against Ding Neng in
accordance with its terms.

         

        
          
            
            

          

          
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        Section
1.13 Valid
Obligation.  This Agreement and all agreements and other
documents executed by Ding Neng in connection herewith constitute the valid and
binding obligation of Ding Neng, enforceable in accordance with its or their
terms, except as may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore may
be brought.

         

        Section
1.14 Transactions With Affiliates
and Employees.  Except as set forth in Schedule 1.14 of the
Ding Neng Schedules, none of the officers or directors of the Group and, to the
knowledge of the Group, none of the employees of the Group is presently a party
to any transaction with any member of the Group (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Group, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or
partner.

         

        ARTICLE
II

         

        REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF CIC

         

        As an
inducement to, and to obtain the reliance of Ding Neng and the Ding Neng
Shareholders, except as set forth on the Schedules of CIC attached hereto (the
“CIC Schedules”), CIC,
for itself and its subsidiaries and affiliates, hereby makes the following
representations and warranties to Ding Neng and the Ding Neng Shareholders, as
of the date hereof and as of the Closing Date.  All references to CIC
in this Article II shall be deemed to refer to CIC, its subsidiaries and its
affiliates.  As used herein, the term “knowledge of CIC” or similar
language refers to the knowledge of Zhenyu Wang.

         

        Section
2.01 Organization.  Except
as set forth in Schedule 2.01 of the
CIC Schedules, CIC is a corporation duly organized, validly existing, and in
good standing under the laws of Delaware and has the corporate power and is duly
authorized under all applicable laws, regulations, ordinances, and orders of
public authorities to carry on its business in all material respects as it is
now being conducted.  The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby will not,
violate any provision of CIC’s certificate of incorporation or
bylaws.  CIC has taken all action required by law, rule, regulation
(including, without limitation, all requirements of NASDAQ and FINRA), its
certificate of incorporation, its bylaws, or otherwise to authorize the
execution and delivery of this Agreement and the transactions contemplated
hereby (including, without limitation, the Reverse Split and Name Change), and,
except as subject to the Law, CIC has full power, authority, and legal right and
has taken all action required by law, its certificate of incorporation, bylaws,
or otherwise to consummate the transactions herein contemplated.

         

        
          
            
            

          

          
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        Section
2.02 Capitalization.

         

        (a) CIC’s
authorized capitalization consists of 100,000,000 shares of Common Stock, of
which 46,000,000 shares are issued and outstanding.  All issued and
outstanding shares of Common Stock are legally issued, fully paid, and
non-assessable and not issued in violation of the preemptive or other rights of
any person or entity.  As of the Closing Date, no shares of Common
Stock will be reserved for issuance upon the exercise of outstanding options,
warrants or other equity-linked securities of CIC.  All outstanding
Common Stock has been issued and granted in compliance with: (i) all applicable
securities laws and other applicable laws and regulations and (ii) all
requirements set forth in any material contracts, agreements, franchises,
license agreements, debt instruments or other commitments to which CIC is a
party or by which it or any of its assets or properties are bound, all of which
are set forth on Schedule 2.08 to the
CIC Disclosure Schedules (the “CIC Material
Contracts”).

         

        (b) There are
no equity securities or similar ownership interests of any class of any equity
security of CIC, or any securities exchangeable or convertible into or
exercisable for such equity securities or similar ownership interests, issued,
reserved for issuance or outstanding.  Except as contemplated by this
Agreement or as set forth on Schedule 2.02 of the
CIC Schedules, there are no subscriptions, options, warrants, equity securities
or similar ownership interests, calls, rights (including preemptive rights),
commitments or agreements of any character to which CIC is a party or by which
it is bound obligating CIC to issue, deliver or sell, or cause to be issued,
delivered or sold, or repurchase, redeem or otherwise acquire, or cause the
repurchase, redemption or acquisition of, any shares of capital stock or similar
ownership interests of CIC or obligating CIC to grant, extend, accelerate the
vesting of or enter into any such subscription, option, warrant, equity
security, call, right, commitment or similar agreement.

         

        (c) Except as
contemplated by this Agreement and except as set forth in Schedule 2.02 of the
CIC Schedules and the CIC SEC Reports, there are no registration rights, and
there is no voting trust, proxy, rights plan, anti-takeover plan or other
agreement or understanding to which CIC is a party or by which it is bound with
respect to any equity security of any class of CIC, and there are no agreements
to which CIC is a party, or which CIC has knowledge of, which conflicts with
this Agreement or the transactions contemplated herein or otherwise prohibits
the consummation of the transactions contemplated hereunder.

         

        Section
2.03 Subsidiaries and Predecessor
Corporations.  Except as set forth on Schedule 2.03 of the
CIC Schedules and the CIC SEC Reports, CIC does not have any predecessor
corporation(s) or subsidiaries, and does not own, beneficially or of record, any
shares of any other entity.

         

        
          
            
            

          

          
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        Section
2.04 SEC Filings; Financial
Statements. 

         

        (a) Except as
set forth on Schedule
2.04(a) of the CIC Schedules, CIC has filed all forms, reports,
schedules, statements and other documents required to be filed or furnished to
the SEC since December 31, 2008 under the requirements of the Securities Act of
1933, as amended (the “Securities Act”), or the
Exchange Act, together with any amendments, restatements or supplements thereto,
and will file all such forms, reports, schedules, statements and other documents
required to be filed subsequent to the date of this Agreement up to the Closing
Date.  Except as set forth on Schedule 2.04(a) of
the CIC Schedules, the reports, registration statements and definitive proxy
statements filed by CIC with the SEC since December 18, 2007 (the “CIC SEC Reports”): (i) were
prepared in all material respects in accordance with the requirements of the
Securities Act and the Exchange Act, as the case may be, and the rules and
regulations thereunder and (ii) did not at the time they were filed with the SEC
(except to the extent that information contained in any CIC SEC Report has been
revised or superseded by a later filed CIC SEC Report) 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 made therein, in the
light of the circumstances under which they were made, not
misleading.  All certifications and statements of CIC required by (i)
Rules 13a-14 or 15d-14 under the Exchange Act, or (ii) 18 U.S.C. §1350 (Section
906) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with
respect to any CIC SEC Report (collectively, the “Certifications”) are each true
and correct.  Except as disclosed in CIC’s Form 10-Ks for the years
ended June 30, 2009 and 2010, CIC maintains disclosure controls and procedures
required by Rules 13a-15(e) or 15d-15(e) under the Exchange Act; such controls
and procedures are not effective to ensure that all material information
concerning CIC is made known on a timely basis to the individuals responsible
for the preparation of CIC’s filings with the SEC and other public disclosure
documents.  Except as disclosed in the CIC SEC Reports and Schedule 2.04(a) of
the CIC Schedules, each director and executive officer of CIC has filed with the
SEC on a timely basis all statements required by Section 16(a) of the Exchange
Act and the rules and regulations thereunder since December 31,
2008.

         

        (b) CIC has
made available to the Ding Neng Shareholders a correct and complete copy, or
there has been available on the EDGAR system maintained by the SEC, copies of
each CIC SEC Report, which are all the forms, reports and documents filed by CIC
with the SEC since December 31, 2008.  As of their respective dates,
the CIC SEC Reports: (i) complied in all material respects with the Securities
Act and the Exchange Act, as the case may be, and the rules and regulations of
the SEC thereunder applicable to such CIC SEC Reports, and (ii) did not at the
time they were filed (and if amended or superseded by a filing prior to the date
of this Agreement then on the date of such filing and as so amended or
superseded) 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.

         

        (c) Each set
of financial statements (including, in each case, any related notes thereto)
contained in the CIC SEC Reports comply as to form in all material respects with
the published rules and regulations of the SEC with respect thereto, were
prepared in accordance with U.S. generally accepted accounting principles,
applied on a consistent basis throughout the periods involved (except as may be
indicated in the notes thereto or, in the case of unaudited statements, do not
contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act)
and each fairly presents in all material respects the financial position of CIC
at the respective dates thereof and the results of its operations and cash flows
for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal adjustments which were not or are not
expected to have a Material Adverse Effect.

         

        (d) As of the
date of all balance sheets included in the CIC SEC Reports, except as and to the
extent reflected or reserved against therein, CIC had no liabilities or
obligations (absolute or contingent) which should be reflected in the balance
sheets or the notes thereto prepared in accordance with U.S. generally accepted
accounting principles, and all assets reflected therein are properly reported
and present fairly in all material respects the value of the assets of CIC, in
accordance with U.S. generally accepted accounting principles.  All
statements of operations, stockholders’ equity and cash flows included in the
CIC SEC Reports reflect fairly in all material respects the information required
to be set forth therein by U.S. generally accepted accounting
principles.

         

        
          
            
            

          

          
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        (e) Except as
disclosed with respect to internal control over financial reporting set forth in
CIC’s annual reports on Form 10-K for the fiscal years ended June 30, 2009 and
2010, since December 31, 2008, CIC has maintained a system of internal
accounting controls sufficient to provide reasonable assurance that: (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with U.S. generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         

        (f) Except as
set forth in Schedule
2.04(f) of the CIC Schedules, CIC has no liabilities with respect to the
payment of any federal, state, county, local or other taxes (including any
deficiencies, interest or penalties), except for taxes accrued but not yet due
and payable.

         

        (g) Except as
set forth in Schedule
2.04(g) of the CIC Schedules, CIC has filed all state, federal or local
income and/or franchise tax returns required to be filed by it from December 31,
2008 to the date hereof.  Each of such income tax returns reflects the
taxes due for the period covered thereby, except for amounts which, in the
aggregate, are immaterial.

         

        (h) Neither
CIC nor any manager, director, officer or employee of CIC has received any
complaint, allegation, assertion or claim, whether or not in writing, regarding
the accounting or auditing practices, procedures, methodologies or methods of
CIC or its internal accounting controls, including any complaint, allegation,
assertion or claim that CIC has engaged in questionable accounting or auditing
practices.  No attorney representing CIC, whether or not employed by
CIC, has reported evidence of any violation of consumer protection or securities
laws, breach of fiduciary duty or similar violation by CIC or any of its
officers, directors, employees or agents to the Board of Directors of CIC or any
committee thereof or to any director or executive officer of CIC.

         

        (i) The books
and records, financial and otherwise, of CIC are, in all material aspects,
complete and correct and have been maintained in accordance with good business
and accounting practices.

         

        Section
2.05 Information.

         

        (a) The
information concerning CIC set forth in this Agreement, the CIC Schedules and
the CIC SEC Reports is complete and accurate in all material respects and does
not contain any untrue statements of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.  In addition, CIC has fully
disclosed in writing to Ding Neng and the Ding Neng Shareholders (through this
Agreement, the CIC Schedules or the CIC SEC Reports) all information relating to
matters involving CIC or its assets or its present or past operations or
activities, since December 18, 2007, which indicate, in the aggregate, the
existence of a greater than $50,000 liability or either alone or in aggregation
with other information covered by this Section 2.05,
otherwise have a Material Adverse Effect, including, but not limited to,
information relating to governmental, employee, environmental, litigation and
securities matters or proceedings and transactions with affiliates.

         

        
          
            
            

          

          
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        (b) None of
the information supplied or to be supplied by CIC for inclusion or incorporation
by reference in (a) any Current Report on Form 8-K or any other report, form,
registration, or other filing made with any Governmental Authority with respect
to the transactions contemplated hereby or (b) the Information Statement will,
at the date it is first mailed to CIC’s stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.  The
Information Statement will comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder,
except that no representation is made by CIC with respect to statements made or
incorporated by reference therein based solely on information supplied by Ding
Neng in writing for inclusion or incorporation by reference in the Information
Statement.  None of the information supplied or to be supplied by CIC
for inclusion in the Information Statement shall, at the time such document is
filed, at the time amended or supplemented, or at the time the Information
Statement is declared effective by the SEC, contain any untrue statement of a
material fact or omit to state any 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.

         

        Section
2.06 Absence of Certain Changes
or Events.  Since the date of the most recent CIC balance sheet
included in the CIC SEC Reports:

         

        (a) there has
not been: (i) any material adverse change in the business, operations,
properties, assets or condition of CIC or (ii) any damage, destruction or loss
to CIC (whether or not covered by insurance) materially and adversely affecting
the business, operations, properties, assets or condition of CIC;

         

        (b) CIC has
not: (i) amended its certificate of incorporation or bylaws except as required
by this Agreement; (ii) declared or made, or agreed to declare or make any
payment of dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
outside of the ordinary course of business or material considering the business
of CIC; (iv) made any material change in its method of management, operation, or
accounting; (v) entered into any transactions or agreements of any kind or
nature outside the ordinary course of business; (vi) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or any
severance or  termination pay to any present or former officer or
employee; (vii) increased the rate of compensation payable or to become payable
by it to any of its officers or directors or any of its salaried employees whose
monthly compensation exceeds $10,000; or (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, made to, for or with its
officers, directors, or employees;

         

        
          
            
            

          

          
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        (c) Except as
disclosed in the CIC SEC Reports, since June 30, 2010, CIC has not: (i) granted
or agreed to grant any options, warrants, or other rights for its stock, bonds,
or other corporate securities calling for the issuance thereof; (ii) borrowed or
agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent); (iii) paid or agreed to pay
any material obligations or liabilities (absolute or contingent) other than
current liabilities reflected in or shown on the most recent CIC balance sheet
and current liabilities incurred since that date in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transactions
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer any
of its assets, properties or rights or canceled, or agreed to cancel, any debts
or claims; (vi) made or permitted any amendment or termination of any contract,
agreement, or license to which it is a party if such amendment or termination is
material, considering the business of CIC; or (vii) issued, delivered or agreed
to issue or deliver, any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and

         

        (d) CIC has
not become subject to any law or regulation which materially and adversely
affects, or in the future, may adversely affect, the business, operations,
properties, assets or condition of CIC as described in its financial
statements.

         

        Section
2.07 Litigation and
Proceedings.  There are no actions, suits, orders, proceedings
or investigations pending or, to the knowledge of CIC, threatened by or against
CIC or affecting CIC or its properties, at law or in equity, before any court or
other Governmental Authority or instrumentality, domestic or foreign, or before
any arbitrator of any kind except as disclosed on Schedule 2.07 of the
CIC Schedules.  CIC has no knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator, or Governmental Authority or
instrumentality or any circumstance which after reasonable investigation would
result in the discovery of such default.

         

        Section
2.08 Contracts.

         

        (a) Schedule
2.08 contains any oral or written: (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation; (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of CIC.

         

        (b) The CIC
Material Contracts are valid and enforceable in all respects, except as may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies are subject to the discretion of the
court before which any proceeding therefore may be brought.

         

        
          
            
            

          

          
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        (c) With
respect to each CIC Material Contract: (i) such CIC Material Contract is in full
force and effect; (ii) CIC is not in breach or default in any material respect,
and no event has occurred that with the passage of time or giving of notice or
both would constitute such a breach or default by CIC, or permit termination or
acceleration by the other party, under the CIC Material Contract, except for
violations or defaults that would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; and (iii) to
CIC’s knowledge, no other party to the CIC Material Contract is in breach or
default in any material respect, and no event has occurred that with the passage
of time or giving of notice or both would constitute such a breach or default by
such other party, or permit termination or acceleration by CIC, under any CIC
Material Contract.

         

        Section
2.09 No
Violations.  The execution and delivery by CIC of this
Agreement and the consummation by CIC of the transactions contemplated hereby,
and compliance by CIC with the provisions hereof, will not (i) conflict with or
violate any provision of the certificate of incorporation or bylaws or other
governing instruments of CIC, (ii) require any consent under or result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
amendment or acceleration) under, any CIC Material Contract or by which CIC’s
assets are bound, (iii) result (immediately or with the passage of time or
otherwise) in the creation or imposition of any encumbrance upon any of the
properties, rights or assets of CIC, or (iv) conflict with, contravene or
violate in any respect any law to which CIC or any of its assets or properties
is subject.

         

        Section
2.10 Filings, Consents and
Approvals.  Except for those filings required to be made with
the Delaware Secretary of State, the SEC and the NASDAQ Stock Market, CIC is not
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other foreign,
federal, state, local or other Governmental Authority or other person or entity
in connection with: the execution, delivery and performance by CIC of this
Agreement or any document or instrument contemplated hereby or thereby, or in
connection with the Exchange, the Reverse Split, the Name Change and all other
transactions contemplated hereby.  Except for those filings required
to be made with the Delaware Secretary of State, the SEC and the NASDAQ Stock
Market, the execution, delivery and performance by CIC of this Agreement and the
transactions contemplated hereby, and the consummation of the Exchange, do not
and will not require any material registration with, consent or approval of, or
notice to or other action to, with or by, any Governmental
Authority.

         

        Section
2.11 Compliance With Laws and
Regulations.  Except as set forth in Schedule 2.11 of the
CIC Schedules, CIC is in compliance with all Laws applicable to it and the
conduct of its business as currently conducted.  Except as set forth
in Schedule
2.11 of the CIC Schedules, CIC is not in conflict with, or in default or
violation of, nor has it received any notice of any conflict with, or default or
violation of, (A) any applicable Law by which CIC or any of its property or
assets is bound or affected, or (B) any CIC Material Contract to which CIC is a
party or by which CIC or any property, asset or right of CIC is bound or
affected, except, in each case, for any such conflicts, defaults or violations
that would not reasonably be expected to have a Material Adverse
Effect.  Except as set forth in Schedule 2.11 of the
CIC Schedules, CIC has not received notice of any material violation of, or
noncompliance with, any Law applicable to CIC or directing CIC to take any
remedial action with respect to such applicable Law or otherwise, and no
material deficiencies of CIC have been asserted by any Governmental Authority
with respect to possible violations of any applicable Laws.  Except as
set forth in Schedule
2.11 of the CIC Schedules, CIC has filed all material reports,
statements, documents, registrations, filings or submissions required to be
filed with any regulatory or Governmental Authority, and all such reports,
registrations, filings and submissions are in compliance (and complied at the
relevant time) with applicable Law and no material deficiencies have been
asserted by any such Governmental Authority with respect to any reports,
statements, documents, registrations, filings or submissions required to be
filed by CIC with any Governmental Authority that have not been
remedied.  

         

        
          
            
            

          

          
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        Section
2.12 NASDAQ Capital Market
Listing.  The Common Stock is listed on the NASDAQ Capital
Market and, except as disclosed in the CIC SEC Reports, there is no action
pending, or to CIC’s knowledge, threatened against CIC by NASDAQ or FINRA with
respect to any intention by such entities to prohibit or terminate the listing
of CIC or the Common Stock.

         

        Section
2.13 Registration of the Common
Stock.  The Common Stock is registered pursuant to Section
12(b) of the Exchange Act and CIC has taken no action designed to, or which is
likely to have the effect of, terminating the registration of the Common Stock
under the Exchange Act nor has CIC received any notification that the SEC is
contemplating terminating such registration.  CIC is, and has no
reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such registration requirements.

         

        Section
2.14 Application of Takeover
Protections.  CIC has taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under CIC’s organizational documents
(or similar charter documents) that is or could become applicable as a result of
the Exchange.

         

        Section
2.15 Approval of
Agreements.  The
Board of Directors and the holders of at least a majority of the issued and
outstanding voting stock of CIC have duly authorized the execution and delivery
of this Agreement by CIC and the transactions contemplated hereby, including,
but not limited to, the Exchange, Reverse Split and Name Change.

         

        Section
2.16 Material Transactions or
Affiliations.  Except as disclosed in the CIC SEC Reports,
there exists no contract, agreement or arrangement between CIC and any
predecessor and any person or entity who was at the time of such contract,
agreement or arrangement an officer, director, or person owning of record or
known by CIC to own beneficially, 5% or more of the issued and outstanding
Common Stock and which is to be performed in whole or in part after the date
hereof or was entered into since December 31, 2008.  Except as
disclosed in the CIC SEC Reports, neither any officer, director, nor 5%
stockholders of CIC has, or has had since December 31, 2008, any known interest,
direct or indirect, in any such transaction with CIC which was material to the
business of CIC.  CIC has no commitment, whether written or oral, to
lend any funds to, borrow any money from, or enter into any other transaction
with, any such affiliated person.

         

        
          
            
            

          

          
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        Section
2.17 Bank Accounts; Power of
Attorney.  Set forth on Schedule 2.17 of the
CIC Schedules is a true and complete list of: (a) all accounts with banks, money
market mutual funds or securities or other financial institutions maintained by
CIC within the past twelve (12) months, the account numbers thereof, and all
persons authorized to sign or act on behalf of CIC, (b) all safe deposit boxes
and other similar custodial arrangements maintained by CIC within the past
twelve (12) months, (c) the check ledger for the last 12 months, and (d) the
names of all persons holding powers of attorney from CIC or who are otherwise
authorized to act on behalf of CIC with respect to any matter, other than its
officers and directors, and a summary of the terms of such powers or
authorizations.

         

        Section
2.18 Valid
Obligation.  This Agreement and all agreements and other
documents executed by CIC in connection herewith constitute the valid and
binding obligations of CIC, enforceable in accordance with their respective
terms, except as may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefor may
be brought.

         

        Section
2.19 Title to
Property.  Except as disclosed in the CIC SEC Reports, CIC does
not own or lease any real property or personal property, and there are no
options or other contracts under which CIC has a right or obligation to acquire
or lease any interest in real property or personal property.

         

        Section
2.20 Questionable
Payments. Neither
CIC nor, to CIC’s knowledge, any of its current 10% or more stockholders,
directors, officers, employees, agents or other persons or entities acting on
behalf of CIC, has on behalf of CIC or in connection with CIC’s business: (a)
used any corporate funds for unlawful contributions, gifts, entertainment or
other unlawful expenses relating to political activity; (b) made any direct or
indirect unlawful payments to any governmental officials or employees from
corporate funds; (c) established or maintained any unlawful or unrecorded fund
of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of CIC; or (e) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment of any
nature.

         

        Section
2.21 Solvency.  Since
December 31, 2008, CIC has not: (a) made a general assignment for the benefit of
creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing
of any involuntary petition by its creditors; (c) suffered the appointment of a
receiver to take possession of all, or substantially all, of its assets; (d)
suffered the attachment or other judicial seizure of all, or substantially all,
of its assets; (e) except as disclosed in the CIC SEC Reports, admitted in
writing its inability to pay its debts as they come due; or (f) made an offer of
settlement, extension or composition to its creditors generally.

         

        Section
2.22 OFAC.  None
of CIC nor, to the knowledge of CIC, any director, officer, agent, employee,
affiliate or person acting on behalf of CIC, is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”), and CIC has not
heretofore engaged in any transaction to lend, contribute or otherwise make
available its funds or the funds of any joint venture partner or other person or
entity towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or
any other country sanctioned by OFAC or for the purpose of financing the
activities of any person or entity currently subject to any U.S. sanctions
administered by OFAC.

         

        
          
            
            

          

          
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        Section
2.23 Intellectual
Property.  Except as disclosed in the CIC SEC Reports, CIC does
not own, license or otherwise have any right, title or interest in any
intellectual property.

         

        Section
2.24 Employees; Consultants,
etc.  Except as disclosed in the CIC SEC Reports, CIC has no
employees, officers, directors, agents or consultants.  Except as
disclosed in the CIC SEC Reports, CIC maintains no employee benefit plans or
programs of any kind or nature.

         

        Section
2.25 Insurance.  CIC
does not hold or maintain, nor is CIC obligated to hold or maintain, any
insurance on behalf of itself or its assets or for any officer, director,
employee or stockholder of CIC.

         

        Section
2.26 Absence of Certain
Changes.

         

        (a) Except as
disclosed in the CIC SEC Reports or as set forth in Schedule 2.26 of the
CIC Schedules, since December 31, 2008, CIC and its subsidiaries have conducted
their respective businesses in the ordinary course of business consistent with
past practice and there has not occurred any action that would constitute a
breach of this Section
2.26 if such action were to occur or be taken after the date of this
Agreement.

         

        (b) Except as
disclosed in the CIC SEC Reports, since December 31, 2008, there has not been
any fact, change, effect, occurrence, event, development or state of
circumstances that has had or would reasonably be expected to have a Material
Adverse Effect on CIC or any of its subsidiaries.

         

        Section
2.27 Taxes and
Returns.

         

        (a) Except as
set forth in Schedule
2.27(a) of the CIC Schedules, CIC has or will have timely filed, or
caused to be timely filed, all material federal, state, local and foreign tax
returns and reports required to be filed by it (collectively, “Tax Returns”), which such Tax
Returns are true, accurate, correct and complete in all material respects, and
has paid, collected or withheld, or caused to be paid, collected or withheld,
all material taxes required to be paid, collected or withheld, other than such
taxes for which adequate reserves in the CIC Financials have been established in
accordance with GAAP.  Schedule 2.27(a) of
the CIC Schedules sets forth each jurisdiction where CIC files or is required to
file a Tax Return.  There are no claims, assessments, audits,
examinations, investigations or other proceedings pending against CIC in respect
of any Tax, and CIC has not been notified in writing of any proposed Tax claims
or assessments against CIC (other than, in each case, claims or assessments for
which adequate reserves in CIC’s financial statements have been established in
accordance with GAAP or are immaterial in amount).  There are no
material encumbrances with respect to any taxes upon any of CIC’s assets, other
than (i) taxes, the payment of which is not yet due, or (ii) taxes or charges
being contested in good faith by appropriate proceedings and for which adequate
reserves in the CIC’s financial statements have been established in accordance
with GAAP.  CIC does not have any outstanding waivers or extensions of
any applicable statute of limitations to assess any material amount of
taxes.  There are no outstanding requests by CIC for any extension of
time within which to file any Tax Return or within which to pay any taxes shown
to be due on any Tax Return.

         

        
          
            
            

          

          
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        (b) CIC has
not constituted either a “distributing corporation” or a “controlled
corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a
distribution of securities (to any Person or entity that is not a member of the
consolidated group of which CIC is the common parent corporation) qualifying
for, or intended to qualify for, tax-free treatment under Section 355 of the
Internal Revenue Code of 1986, as amended (the “Code”) (i) within the two-year
period ending on the date hereof or (ii) in a distribution which could otherwise
constitute part of a “plan” or “series of related transactions” (within the
meaning of Section 355(e) of the Code) in conjunction with the
Exchange.

         

        (c) CIC is
not nor (i) has been at any time since December 31, 2008 a United States real
property holding corporation within the meaning of Section 897(c)(2) of the Code
and (ii) since December 31, 2008 has ever been a member of any consolidated,
combined, unitary or affiliated group of corporations for any tax purposes other
than a group of which CIC is or was the common parent corporation.

         

        (d) Except as
disclosed in the CIC SEC Reports or as would not reasonably be expected to have
a Material Adverse Effect, CIC has not made any change in accounting method or
received a ruling from, or signed an agreement with, any taxing
authority.

         

        (e) CIC is
not a party to any contract, agreement, plan or arrangement that, individually
or collectively, could reasonably be expected to give rise to the payment of any
amount that would not be deductible pursuant to Sections 280G or 162(m) of the
Code.

         

        (f) CIC has
not participated in, or sold, distributed or otherwise promoted, any “reportable
transaction,” as defined in Treasury Regulation Section 1.6011-4.

         

        (g) CIC has
not taken any action that would reasonably be expected to give rise to (i) a
“deferred intercompany transaction” within the meaning of Treasury Regulation
Section 1.1502-13 or an “excess loss account” within the meaning of Treasury
Regulation Section 1.1502-19, or (ii) the recognition of a deferred intercompany
transaction.

         

        (h) Since
December 31, 2008, CIC has not (i) changed any tax accounting methods, policies
or procedures except as required by a change in law, (ii) made, revoked, or
amended any material tax election, (iii) filed any amended Tax Returns or claim
for refund, or (iv) entered into any closing agreement affecting or otherwise
settled or compromised any material tax liability or refund.

         

        Section
2.28 Restrictions on Business
Activities.  Except for this Agreement, there is no agreement
or other binding provisions upon CIC or any of its subsidiaries which has or
could reasonably be expected to have the effect of prohibiting, preventing,
restricting or impairing in any respect any business practice of CIC or any of
its subsidiaries as their businesses are currently conducted, any acquisition of
property by CIC, the conduct of business by CIC as currently conducted, or
restricting in any material respect the ability of CIC from engaging in business
as currently conducted or from competing with other parties.

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

            
            

          

        

         

        Section
2.29 Employee Benefit
Plans.

         

        (a) Except as
disclosed in the CIC SEC Reports, CIC does not have or maintain any bonus,
pension, profit sharing, deferred compensation, incentive compensation, stock
ownership, stock purchase, stock option, phantom stock, retirement, vacation,
severance, disability, death benefit, hospitalization, medical or other plan,
arrangement or understanding (whether or not legally binding) providing benefits
to any current or former employee, officer or director of CIC.

         

        (b) Except as
otherwise provided in this Agreement, the consummation of the transactions
contemplated by this Agreement will not, either alone or in combination with any
other event or events, (i) entitle any current or former employee, manager,
director or consultant of CIC to any payment (whether of severance pay,
unemployment compensation, golden parachute, bonus or otherwise), (ii)
accelerate, forgive indebtedness, vest, distribute, or increase benefits or an
obligation to fund benefits with respect to any employee or director of CIC, or
(iii) increase the amount of compensation due any such employee, director or
consultant.

         

        Section
2.30 Investment Company
Act.  CIC is not an “investment company” or a person directly
or indirectly “controlled” by or acting on behalf of an “investment company,” in
each case within the meaning of the Investment Company Act of 1940, as
amended.

         

        Section
2.31 Books and
Records.  All of the books and records of CIC are complete and
accurate in all material respects and have been maintained in the ordinary
course and in accordance with applicable Laws and standard industry practices
with regard to the maintenance of such books and records.  The
records, systems, controls, data and information of CIC are recorded, stored,
maintained and operated under means (including any electronic, mechanical or
photographic process, whether computerized or not) that are under the exclusive
ownership and direct control of CIC or its accountants (including all means of
access thereto and therefrom).

         

        Section
2.32 Finders and Investment
Bankers.  Except for Maxim Group, LLC, the fees of which will
be borne by Ding Neng and paid pursuant to separate agreement, no broker, finder
or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of CIC.

         

        Section
2.33 Environmental
Matters.  Except for such matters that are not reasonably
expected to have a Material Adverse Effect, CIC: (i) has, to the knowledge of
CIC, complied with all applicable environmental Laws; (ii) has not received any
notice, demand, letter, claim or request for information alleging that CIC may
be in violation of or liable under any environmental law; and (iii) is not
subject to any order or other arrangement with any Governmental Authority or
subject to any indemnity or other agreement with any third party relating to
liability under any environmental Law.

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

            
            

          

        

         

        Section
2.34 Insurance
Business.  Since December 18, 2007, CIC’s operations were
limited to the following, all of which took place in, and were subject solely to
the laws of, the PRC: acting as an insurance agent selling motor vehicle,
property and life insurance, providing website development services and
maintaining a website as an advertising medium for insurance related companies,
developing software for use in the insurance industry and support services
related to the foregoing.

         

        Section
2.35 Business
Practices.  To CIC’s knowledge, none of CIC, any CIC
subsidiary, or any manager, director, officer, or any auditor or accountant of
CIC or any CIC subsidiary or any employee of CIC or any CIC subsidiary has
received any complaint, allegation, assertion or claim, whether or not in
writing, regarding the accounting or auditing practices, procedures,
methodologies or methods of CIC or any CIC subsidiary or their respective
internal accounting controls, including any complaint, allegation, assertion or
claim that CIC or any CIC subsidiary has engaged in questionable accounting or
auditing practices.  No attorney representing CIC or any CIC
subsidiary, whether or not employed by CIC or any CIC subsidiary, has reported
evidence of any violation of consumer protection, insurance or securities Laws,
breach of fiduciary duty or similar violation by CIC or any of its officers,
directors, employees or agents to the Board or any committee thereof or to any
director or executive officer of CIC.

         

        Section
2.36 Regulatory Agreements;
Permits.

         

        (a) There are
no (1) written agreements, consent agreements, memoranda of understanding,
commitment letters, cease and desist orders, or similar undertakings to which
CIC or any CIC subsidiary is a party, on the one hand, and any Governmental
Authority is a party or addressee, on the other hand, (2) orders or directives
of or supervisory letters from a Governmental Authority specifically with
respect to CIC or any CIC subsidiary, or (3) resolutions or policies or
procedures adopted by CIC or a CIC subsidiary at the request of a Governmental
Authority, that (A) limit in any material respect the ability of CIC or any
of the CIC subsidiaries to issue insurance policies, (B) in any manner impose
any requirements on CIC or any of the CIC subsidiaries in respect of risk-based
capital requirements that materially add to or otherwise materially modify in
any respect the risk-based capital requirements imposed under applicable Laws,
(C) require CIC or any of its affiliates to make capital contributions,
purchase surplus notes or make loans to a CIC subsidiary, or (D) in any manner
relate to the ability of CIC or any of the CIC subsidiaries to pay dividends or
otherwise materially restrict the conduct of business of CIC or any of the CIC
subsidiaries in any respect.

         

        (b) CIC and
the CIC subsidiaries hold all permits, licenses, franchises, grants,
authorizations, consents, exceptions, variances, exemptions, orders and other
governmental authorizations, certificates, consents and approvals necessary to
lawfully conduct their businesses as presently conducted and contemplated to be
conducted, and to own, lease and operate their assets and properties
(collectively, the “CIC
Permits”), all of which are in full force and effect, and no suspension
or cancellation of any of the CIC Permits is pending or, to the knowledge of
CIC, threatened, except where the failure of any CIC Permits to have been in
full force and effect, or the suspension or cancellation of any of the CIC
Permits, would not reasonably be expected to have, individually or in the
aggregate, a CIC Material Adverse Effect.  Schedule 2.36(b) of
the CIC Schedules sets forth each CIC Permit.  CIC and the CIC
subsidiaries are not in violation in any material respect of the terms of any
CIC Permit.

         

        (c) No
investigation, review or market conduct examination by any Governmental
Authority with respect to CIC or any CIC subsidiary is pending or, to the
knowledge of CIC, threatened, nor does CIC have knowledge of any Governmental
Authority’s intention to conduct any such investigation or review.

         

        
          
            
            

          

          
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        ARTICLE
III

        REPRESENTATIONS
AND WARRANTIES OF

        THE
DING NENG SHAREHOLDERS

         

        As an inducement to CIC, each Ding Neng
Shareholder, severally but not jointly, hereby represents and warrants to CIC,
as of the date hereof and as of the Closing Date, as follows.

        


        Section
3.01 Ding Neng
Shares.  Such Ding Neng Shareholder is the record and
beneficial owner, and has good title to, the Ding Neng Shares appearing next to
such Ding Neng Shareholder’s name on Schedule A
hereto.  Such Ding Neng Shareholder has the right and authority to
sell and deliver its Ding Neng Shares, free and clear of all liens, claims,
charges, encumbrances, pledges, mortgages, security interests, options, rights
to acquire, proxies, voting trusts or similar agreements (collectively, the
“Liens”), restrictions
on transfer or adverse claims of any nature whatsoever, except as disclosed in
Schedule 3.01
to the Ding Neng Schedules.  Upon delivery of any certificate or
certificates duly assigned, representing the Ding Neng Shares as herein
contemplated and/or upon the registering of CIC as the new owner of the Ding
Neng Shares in the share register of Ding Neng, CIC will receive good title to
the Ding Neng Shares owned by such Ding Neng Shareholder free and clear of any
Liens.

         

        Section
3.02 Power and Authority.
Such Ding Neng Shareholder has the legal power, capacity and authority to
execute and deliver this Agreement to consummate the transactions contemplated
by this Agreement, and to perform his, her or its obligations under this
Agreement.  This Agreement constitutes a legal, valid and binding
obligation of such Ding Neng Shareholder, enforceable against such Ding Neng
Shareholder in accordance with the terms hereof, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.

         

        Section
3.03 No
Conflicts.  The execution and delivery of this Agreement by
such Ding Neng Shareholder and the performance by such Ding Neng Shareholder of
its obligations hereunder in accordance with the terms hereof: (a) will not
require the consent of any third party or Governmental Authority under any Laws;
(b) will not violate any Laws applicable to such Ding Neng Shareholder and (c)
will not violate or breach any contractual obligation to which such Ding Neng
Shareholder is a party. 

         

        
          
            
            

          

          
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        Section
3.04 Purchase Entirely for Own
Account.  Such Ding Neng Shareholder is acquiring the Exchange
Shares pursuant to the terms hereof for investment for such Ding Neng
Shareholder’s own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof and such Ding Neng Shareholder
has no present intention of selling or otherwise distributing the Exchange
Shares, except in compliance with applicable securities laws.

         

        Section
3.05 Acquisition of Exchange
Shares for Investment.

         

        (a) Such Ding
Neng Shareholder represents and warrants that he: (i) can bear the economic risk
of his investment in the Exchange Shares, and (ii) possesses such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Exchange Shares.

         

        (b) Such Ding
Neng Shareholder is not a “U.S. Person” as defined in Rule 902(k) of Regulation
S of the Securities Act (“Regulation S”) and understands
that the Exchange Shares are not registered under the Securities Act and that
the issuance thereof to such Ding Neng Shareholder is intended to be exempt from
registration under the Securities Act pursuant to Regulation S.  Such
Ding Neng Shareholder has no intention of becoming a U.S. Person.  At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, such Ding Neng Shareholder was
outside of the United States.

         

        (c) Such Ding
Neng Shareholder acknowledges that neither the SEC, nor the securities
regulatory body of any state or other jurisdiction, has received, considered or
passed upon the accuracy or adequacy of the information and representations made
in this Agreement.

         

        (d) Such Ding
Neng Shareholder understands that the Exchange Shares may not be sold,
transferred, or otherwise disposed of unless in accordance with the provisions
of Regulation S, pursuant to registration under the Securities Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Exchange Shares or any available exemption from
registration under the Securities Act, the Exchange Shares may have to be held
indefinitely.

         

        (e) Such Ding
Neng Shareholder understands that he may not engage in hedging transactions with
regards to the Exchange Shares unless in compliance with the Securities
Act.

         

        (f) Such Ding
Neng Shareholder understands that the Exchange Shares have not been registered
under the Securities Act and, if issued in accordance with the provisions of
this Agreement, will be issued by reason of a specific exemption from the
registration provisions of the Securities Act that depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of such
Ding Neng Shareholder’s representations as expressed herein.

         

        
          
            
            

          

          
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        ARTICLE
IV

         

        PLAN
OF EXCHANGE

         

        Section
4.01 The
Exchange.

         

        (a) On the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date each Ding Neng Shareholder shall assign, transfer and deliver, free and
clear of all Liens, all of the Ding Neng Shares owned by such Ding Neng
Shareholder, as set forth opposite such Ding Neng Shareholder’s name on Schedule A, to
CIC.

         

        (b) In
consideration of the transfer of the Ding Neng Shares to CIC by the Ding Neng
Shareholders, CIC shall cause the Exchange Shares to be issued to the Ding Neng
Shareholders in the amounts set forth on Schedule A hereto,
representing in the aggregate 85% of the issued and outstanding shares of Common
Stock immediately following the Closing, pursuant to an irrevocable letter
executed by CIC, addressed to Corporate Stock Transfer, Inc., CIC’s transfer
agent (the “Transfer Agent
Letter”), attached hereto as Exhibit A, and dated
as of the Closing Date.  Notwithstanding the foregoing, in the event
Greenstone Holdings Group LLC, or any of subsidiaries, affiliates or related
parties (collectively, “Greenstone”) owns any shares of Common Stock, directly
or indirectly (including shares of Common Stock underlying warrants, options or
other derivative securities convertible into shares of Common Stock), or has the
right to receive or acquire shares of Common Stock, the Ding Neng Shareholders
shall be entitled to receive an additional number of shares of Common Stock such
that the Ding Neng Shareholders actually received an aggregate number of shares
of Common Stock equal to 85% of the issued and outstanding shares of Common
Stock immediately following the Closing.  The provisions of this
Section 4.01(b) shall survive the Closing for a period of two (2)
years.

         

        (c) On the
Closing Date, each Ding Neng Shareholder shall, on surrender of its certificate
or certificates representing the Ding Neng Shares owned by such Ding Neng
Shareholder, be entitled to receive the Exchange Shares.

         

        (d) Immediately
after the Closing, CIC shall issue to Maxim Group, LLC or its designated
affiliate(s) (collectively, “Maxim”) a number of newly
issued shares of Common Stock representing an aggregate of 4.5% of the issued
and outstanding Common Stock immediately following the Closing (the “Maxim Shares”).  If
at any time on or after the Closing CIC proposes to file a registration
statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by CIC for its own account or for
shareholders of CIC for their account, other than a registration statement (i)
filed in connection with any employee stock option or other benefit plan, (ii)
for an exchange offer or offering of securities solely to CIC’s existing
shareholders, (iii) for an offering of debt that is convertible into equity
securities of CIC or (iv) for a dividend reinvestment plan, then CIC shall (x)
give written notice of such proposed filing to Maxim as soon as practicable but
in no event less than twenty (20) days before the first anticipated filing date
of the registration statement with the SEC, and (y) offer to Maxim in such
notice the opportunity to register the sale of such number of Maxim Shares as
Maxim may request in writing within ten (10) days following receipt of such
notice.

         

        (e)           No
certificates or scrip representing fractional shares or book-entry credit of the
same shall be issued upon the surrender of the Ding Neng Shares for the Exchange
Shares.  Each Ding Neng Shareholder who receives Exchange Shares who
would otherwise have been entitled to receive a fraction of a share of Common
Stock shall have such fractional share rounded up to the nearest whole
number.

         

        
          
            
            

          

          
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        Section
4.02 Closing.  The
Closing shall take place at the offices of Troutman Sanders LLP, 405 Lexington
Avenue, New York, New York, within 10 days of notification of satisfaction (or
waiver) of the conditions to the Closing set forth in Articles VI and VII below
(or such later date as is mutually agreed to by the parties
hereto).

         

        Section
4.03 Closing
Events.  At the Closing, CIC, Ding Neng and the Ding Neng
Shareholders shall execute, acknowledge, and deliver (or shall ensure to be
executed, acknowledged, and delivered), any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings and such other
documents and instruments required by this Agreement to be so delivered at or
prior to the Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby.

         

        ARTICLE
V

         

        OTHER
AGREEMENTS AND COVENANTS

         

        Section
5.01 Legends.  Each
Ding Neng Shareholder acknowledges and agrees that each certificate representing
the Exchange Shares shall be endorsed with the following legends, in addition to
any other legend required to be placed thereon by applicable federal or state
securities laws:

         

         

        “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”

         

         

        “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

         

        Section
5.02 Delivery of Books and
Records.  At the Closing, CIC shall deliver to the officers and
directors of the post-acquisition entity the originals of the corporate minute
books, books of account, contracts, records, and all other books or documents of
CIC which is now in the possession of CIC or its representatives.

         

        Section
5.03 Third Party Consents and
Certificates.  The parties hereto agree to cooperate with each
other in order to obtain any required third party consents to this Agreement and
the transactions herein contemplated.

         

        
          
            
            

          

          
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        Section
5.04 Director and
Officer.  Concurrently with the Closing: (i) Zhenyu Wang shall
resign from his positions as the CEO and director of CIC, effective as of the
Closing Date and, immediately thereafter, he shall enter into a new employment
agreement with CIC, a form of which is attached hereto as Exhibit B, (ii) CIC
shall appoint: Xinfeng Nie as Chairman of the Board of Directors of
CIC.

         

        Section
5.05 Assistance with Post-Closing
SEC Reports and Inquiries.   Following the Closing Date,
CIC shall cause Zhenyu Wang to use his reasonable best efforts to provide such
information available to him, including information, filings, reports, financial
statements or other circumstances of CIC occurring, reported or filed prior to
the Closing, as required by CIC for the preparation of the reports which CIC
will be required to file after Closing with the SEC to remain in compliance and
current with its reporting requirements under the Exchange Act.

         

        Section
5.06 No
Solicitation.

         

        (a) CIC and
each member of the Group shall not, nor shall they authorize or permit any of
their directors, officers or employees or any investment banker, financial
advisor, attorney, accountant or other advisor, agent or representative
(collectively, “Representatives”) retained by them or any of their respective
affiliates to, directly or indirectly through another person, (i) solicit,
initiate or encourage, or take any other action designed to, or which could
reasonably be expected to, facilitate, any Takeover Proposal (defined below) or
(ii) enter into, continue or otherwise participate in any discussions or
negotiations regarding, or furnish to any person any information, or otherwise
cooperate in any way with, any Takeover Proposal. Without limiting the
foregoing, it is agreed that any violation of the restrictions set forth in the
preceding sentence by either CIC or the Group shall be a breach of this Section 5.06.
Such party shall immediately cease and cause to be terminated any existing
discussions or negotiations with any person conducted heretofore with respect to
any Takeover Proposal and request the prompt return or destruction of all
confidential information previously furnished to such person(s).

         

        (b) Notwithstanding
any other provision of this Agreement, at any time prior to Closing, in response
to a bona fide written Takeover Proposal that the Board of Directors of CIC
determines in good faith by a majority vote of the disinterested members thereof
(after consultation with outside counsel) constitutes or would reasonably be
expected to lead to a Superior Proposal, and which Takeover Proposal was not
solicited after the date hereof and was made after the date hereof and did not
otherwise result from a breach of this Section 5.06,
CIC may, if its Board of Directors determines in good faith by a majority vote
of the disinterested members thereof (after consultation with outside counsel)
that it is required to do so in order to comply with its fiduciary duties to the
stockholders of CIC under applicable law (x) furnish information with
respect to CIC to the person making such Takeover Proposal (and its
Representatives) pursuant to a customary confidentiality agreement (a copy of
which shall be provided to the Group); provided that all
such information has previously been provided to the Group or is provided to the
Group prior to or substantially concurrent with the time it is provided to such
person, and (y) participate in discussions or negotiations with the person
making such Takeover Proposal (and its Representatives) regarding such Takeover
Proposal.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

            
            

          

        

         

        (c) In
addition to the obligations of Seller Parties set forth above in this Section 5.06,
the recipient of any Takeover Proposal shall promptly advise the other parties
to this Share Exchange Agreement, orally and in writing, of any Takeover
Proposal, the material terms and conditions of any such Takeover Proposal or
inquiry (including any material changes thereto) and the identity of the person
making any such Takeover Proposal or inquiry. The notifying party shall
(i) keep all other parties promptly and reasonably informed of the status
and details (including any material change to the terms thereof) of any such
Takeover Proposal or inquiry and (ii) provide to all other parties as soon
as practicable after receipt or delivery thereof with copies of all material
correspondence and other written material sent or provided to the notifying
party from any person that is described in any of the terms or conditions of any
Takeover Proposal.

         

        (d) The term
“Takeover Proposal” means any inquiry, proposal or offer from any Person
relating to, or that would reasonably be expected to lead to, any direct or
indirect acquisition or purchase, in one transaction or a series of
transactions, of more than 15% of any class of equity securities or assets of
CIC or any member of the Group, as applicable, or any merger, consolidation,
business combination, recapitalization, liquidation, dissolution, joint venture,
binding share exchange or similar transaction pursuant to which any person or
the stockholders of any person would own 15% or more of any class of equity
securities or assets of CIC or any member of the Group, other than the
transactions contemplated by this Agreement.

         

        (e) The term
“Superior Proposal” means any bona fide offer made by a third party that if
consummated would result in such person (or its stockholders) owning, directly
or indirectly, more than 50% of the shares of CIC’s equity securities then
outstanding (or of the surviving entity in a merger or the direct or indirect
parent of the surviving entity in a merger), which the Board of Directors of CIC
determines in good faith by a majority vote of the disinterested members thereof
(after consultation with outside counsel and receipt of a valuation report from
an independent, third party investment bank reasonably acceptable to Ding Neng)
to be (i) more favorable to the stockholders of the CIC from a financial
point of view than the Exchange (taking into account all the terms and
conditions of such proposal and this Agreement (including any changes to the
terms of this Agreement proposed by the Group in response to such offer or
otherwise)) and (ii) reasonably capable of being completed, taking into
account all financial, legal, regulatory and other aspects of such
proposal.

         

        Section
5.07 Conduct of
Business.  During the period from the date hereof through the
Closing Date, CIC, Ding Neng, DBT, WOFE and Ding Neng Bio-Tech shall carry on
their respective businesses in the ordinary and usual course consistent with
past practice and shall not sell, pledge, or assign any assets, without the
prior written approval of the other party, except in the regular course of
business.  Except as set forth in this Agreement, CIC shall not amend
its Certificate of Incorporation or its Amended and Restated
Bylaws.  CIC, Ding Neng, DBT, WOFE and Ding Neng Bio-Tech may not
declare dividends, redeem or sell stock or other securities, incur additional or
newly-funded liabilities, acquire or dispose of fixed assets, enter into any
material or long-term contract, guarantee obligations of any third party, settle
or discharge any balance sheet receivable for less than its stated amount, pay
more on any liability than its stated amount, or enter into any other
transaction other than in the regular course of business.

         

        
          
            
            

          

          
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        ARTICLE
VI

         

        CONDITIONS
PRECEDENT TO OBLIGATIONS OF CIC

         

        The
obligations of CIC under this Agreement are subject to the satisfaction, on or
before the Closing Date, of the following conditions:

         

        Section
6.01 Accuracy of Representations
and Performance of Covenants.  The representations and
warranties made by Ding Neng and the Ding Neng Shareholders in this Agreement
were true when made and shall be true at the Closing Date.  Ding Neng
and the Ding Neng Shareholders shall have performed or complied with all
covenants and conditions required by this Agreement to be performed or complied
with by them prior to or at the Closing.  

         

        Section
6.02 Officer’s
Certificate.  CIC shall have been furnished with a certificate,
in the form attached hereto as Exhibit C, dated the
Closing Date and signed by a duly authorized officer of Ding Neng to the effect
that no litigation, proceeding, investigation, or inquiry is pending, or to the
best knowledge of Ding Neng threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by this
Agreement, or, to the extent not disclosed in the Ding Neng Schedules, which
might result in any material adverse change in any of the assets, properties,
business, or operations of the Group.  

         

        Section
6.03 Good
Standing.  CIC shall have received certificates of good
standing from Ding Neng, DBT, WOFE and Ding Neng Bio-Tech, dated as of no less
than ten (10) business days prior the Closing Date, certifying that Ding Neng is
in good standing as a company in the British Virgin Islands, DBT is in good
standing as a company in Hong Kong, WOFE is in good standing as a company in the
PRC and Ding Neng Bio-Tech is in good standing as a company in the PRC.


         

        Section
6.04 No Governmental
Prohibition.  No order, statute, rule, regulation, executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any court or governmental or
regulatory authority or instrumentality which prohibits the consummation of the
transactions contemplated hereby.

         

        Section
6.05 Consents.  All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of Ding Neng and the Group
after the Closing Date on the basis as presently operated shall have been
obtained.

         

        
          
            
            

          

          
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        ARTICLE
VII

         

        CONDITIONS
PRECEDENT TO OBLIGATIONS OF

         

        DING
NENG AND THE DING NENG SHAREHOLDERS

         

        The
obligations of Ding Neng and the Ding Neng Shareholders under this Agreement are
subject to the satisfaction, at or before the Closing Date, of the following
conditions:

         

        Section
7.01 Accuracy of Representations
and Performance of Covenants.

         

        (a) The
representations and warranties made by CIC in this Agreement were true when made
and shall be true as of the Closing Date with the same force and effect as if
such representations and warranties were made at and as of the Closing
Date.  Additionally, CIC shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by CIC; 

         

        (b) CIC shall
have effectuated the Reverse Split; and

         

        (c) The Name
Change shall have been approved by all required actions of CIC, NASDAQ and
FINRA.

         

        Section
7.02 Maintenance of
Listing.  CIC shall continuously be listed on the NASDAQ
Capital Market from the date hereof through the Closing Date.

         

        Section
7.03 Termination of
Agreement.  That certain letter agreement by and between CIC
and Greenstone dated July 1, 2010 shall have been terminated in all respects,
including, without limitation, any obligation to register any shares of Common
Stock owned by Greenstone, including any Common Stock underlying any warrants or
other derivative securities owned by Greenstone.

         

        Section
7.04 Transfer Agent
Letter.  Ding Neng shall have received the Transfer Agent
Letter.

         

        Section
7.05 Closing
Certificate.  The Ding Neng Shareholders shall have been
furnished with a certificate dated as of the Closing Date and signed by duly
authorized executive officers of CIC, certifying that no litigation, proceeding,
investigation or inquiry is pending, or to the best knowledge of CIC threatened,
which might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not disclosed in
the CIC Schedules, by or against CIC, which might result in any material adverse
change in the listing of any CIC securities or any of the assets, properties or
operations of CIC, a form of which is attached hereto as Exhibit
D.

         

        Section
7.06 Officer’s
Certificate.  The Ding Neng Shareholders shall have been
furnished with a certificate dated the Closing Date and signed by duly
authorized executive officers of CIC, certifying as to the existing liabilities
of CIC as of the Closing Date and that each of the representations and
warranties of CIC contained in this Agreement are true and correct on and as of
the Closing Date, a form of which is attached hereto as Exhibit
E.  

         

        Section
7.07 Secretary’s
Certificate.  The Ding Neng Shareholders shall have been
furnished with a certificate dated the Closing Date and signed by the secretary
of CIC, certifying to the Ding Neng Shareholders the resolutions adopted by the
Board of Directors of CIC approving, as applicable, the transactions
contemplated by this Agreement and the issuance of the Exchange Shares,
certifying the current versions of its certificates of incorporation and bylaws
or other organizational documents, certifying as to the signatures and authority
of persons signing this Agreement and related documents on its behalf, a form of
which is attached hereto as Exhibit
F.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

            
            

          

        

         

        Section
7.08 Good
Standing.  CIC shall have delivered to Ding Neng a certificate
of good standing from the Secretary of State of Delaware, dated as of a date
within ten days prior to the Closing Date, certifying that CIC is in good
standing as a corporation in the State of the Delaware.

         

        Section
7.09 No Governmental
Prohibition.  No order, statute, rule, regulation, executive
order, injunction, stay, decree, judgment or restraining order shall have been
enacted, entered, promulgated or enforced by any court or governmental or
regulatory authority or instrumentality which prohibits the consummation of the
transactions contemplated hereby.

         

        Section
7.10 Consents.  All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of CIC after the Closing
Date on the basis as presently operated, shall have been obtained.

         

        Section
7.11 Existing Liabilities.
As of the Closing Date, the existing liabilities of CIC do not exceed $500,000,
including, without limitation, all of CIC’s accounts payable, taxes of any kind
or nature (whether due or to become due) and any outstanding legal or other
fees, costs and expenses, all as incurred prior to the Closing
Date.

         

        ARTICLE
VIII

         

        INDEMNIFICATION

        


        Section
8.01  Indemnification by
Wang.

         

        (i) From the
date of this Agreement through the one year anniversary of the Closing Date,
Zhenyu Wang (“Wang”)
shall indemnify and hold harmless Ding Neng, their affiliates and each of their
respective successors and assigns, and their respective officers, directors,
employees and agents (each, a “Ding Neng Indemnified Party”)
from and against liabilities, claims (including claims by third parties),
demands, judgments, losses, costs, damages or expenses whatsoever (including
reasonable attorneys’, consultants’ and other professional fees and
disbursements of every kind, nature and description) (the “Ding Neng Damages”) that such
Ding Neng Indemnified Party may sustain, suffer or incur and that result from,
arise out of or relate to (i) any material breach or inaccuracy by CIC or any
CIC subsidiary or affiliate (whether existing before or on the Closing Date) of
any of their representations, warranties, covenants or agreements contained in
this Agreement, and/or (ii) any fraud committed by or the willful breach of this
Agreement by, CIC, any CIC’s subsidiary or affiliate on or prior to the Closing
Date (whether existing before or on the Closing Date).

         

        (ii) Indemnification
Procedures. A Ding Neng Indemnified Party seeking indemnification under
this Section
8.01 (a “Ding Neng
Indemnitee”) must give timely written notice to Wang as soon as practical
after a Ding Neng Indemnitee becomes aware of any condition or event that gives
rise to Ding Neng Damages for which indemnification is sought under this Article
VIII and in no event later than the one year anniversary of the Closing
Date.  Wang will have no liability under this Section 8.01 unless
the written notice required by the preceding sentence is given by the date
specified.  In the event a claim or demand is made by a party against
a Ding Neng Indemnitee, the Ding Neng Indemnitee shall promptly notify Wang of
such claim or demand, specifying in reasonable detail the nature of the Ding
Neng Damages for which indemnification is sought, which sets forth the basis for
such Ding Neng losses and the amount, to the extent then known by the Ding Neng
Indemnified Party (the “Claim
Notice”).

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

            
            

          

        

         

        (A) If such
Claim Notice states the amount of the Ding Neng Damages claimed and Wang
notifies such Ding Neng Indemnitee that he does not dispute the claim described
in the Claim Notice, the Ding Neng Damages specified on the Claim Notice will be
admitted by Wang and Wang will pay the amount of such Ding Neng Damages claimed
to the Ding Neng Indemnitee within 30 days of Wang’s notification that he does
not dispute the claim described in the Claim Notice.

         

        (B) If Wang
shall notify the Ding Neng Indemnitee within thirty (30) days after receipt of
the Claim Notice whether Wang will undertake, conduct and control, through
counsel of its own choosing (subject to the consent of the Ding Neng Indemnitee,
such consent not to be unreasonably withheld or delayed) and at his expense, the
settlement or defense thereof, then such Ding Neng Indemnitee shall cooperate
with Wang in connection therewith; provided that if Wang undertakes such
defense: (i) Wang shall not thereby permit to exist any encumbrance or other
adverse charge upon any asset of Ding Neng Indemnitee, except by operation of
law, or settle such action without first obtaining the written consent of Ding
Neng Indemnitee, which consent shall not be unreasonable withheld or delayed,
except for settlements solely covering monetary matters for which Wang has
acknowledged responsibility for payment; and (ii) Wang shall permit Ding Neng
Indemnitee (at such Ding Neng Indemnitee’s sole cost and expense) to participate
in such settlement or defense through counsel chosen by Ding Neng
Indemnitee.  The Indemnitee agrees to preserve and provide access to
all evidence that may be useful in defending against such claim and to provide
reasonable cooperation in the defense thereof or in the prosecution of any
action against a third party in connection therewith. Wang’s defense of any
claim or demand shall not constitute an admission or concession of liability
therefor or otherwise operate in derogation of any rights Wang may have against
Ding Neng Indemnitee or any third party.  So long as Wang is
reasonably contesting any such claim in good faith, the Ding Neng Indemnitee
shall not pay or settle any such claim.  If Wang does not notify Ding
Neng Indemnitee within thirty (30) days after receipt of Ding Neng Indemnitee’s
Claim Notice that (1) he does not dispute the claim pursuant to Section
8.01(a)(ii)(A), and (2) he does not notify the Ding Neng Indemnitee that
he elects to undertake the defense thereof, such Ding Neng Indemnitee shall have
the right to contest, settle or compromise the claim in the exercise of its
exclusive discretion at the expense of Wang (provided that Wang shall not be
required to pay such Ding Neng Indemnitee's expenses for the defense, settlement
or compromise of claims which are not covered by Wang’s obligations under this
Article VIII.  Pursuant to such action under this Section
8.01(a)(ii)(B), Wang will pay the Ding Neng Indemnitee’s Ding Neng
Damages within 30 days following the determination of the Ding Neng Indemnitee’s
Ding Neng Damages (whether such determination is made pursuant to this Section 8.01(a), by
agreement between Wang and the Ding Neng Indemnitee, by arbitration award or by
final adjudication), except for those costs expressly assumed by the Ding Neng
Indemnitee hereunder.

         

        (iii) Wang will
indemnify a Ding Neng Indemnitee pursuant to this Section 8.01(a) only
if the aggregate amount of all of the Ding Neng Damages of such Ding Neng
Indemnitee exceeds $50,000 (the “Basket Amount”), in which case
Wang will be liable for the first $50,000 of such liability plus all amounts in
excess of the Basket Amount.

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

            
            

          

        

        


        ARTICLE
IX

        MISCELLANEOUS

        


        Section
9.01                                Termination; Effect of
Termination.  This Agreement may be terminated and the Exchange
and the other transactions contemplated hereby may be abandoned at any time
prior to the Closing, notwithstanding any approval of any matters presented in
connection with the Exchange by the stockholders of CIC (the date of any such
termination, the “Termination
Date”), as follows:

         

        (a)           by
unanimous written consent of CIC, Ding Neng and the Ding Neng Shareholders, as
duly authorized by the Boards of Directors of each of CIC and Ding
Neng;

         

        (b)           by
written notice by CIC if the Closing conditions set forth in Article VI have not
been satisfied by Ding Neng or the Ding Neng Shareholder, as the case may be (or
waived by CIC).  Notwithstanding the foregoing, the right to terminate
this Agreement under this Section 9.01(b) shall
not be available to CIC due primarily to failure by CIC to fulfill any
obligation under this Agreement or if CIC is in material breach of any
representation, warranty or covenant contained in this Agreement, and such
breach has primarily caused such Closing condition to not be
satisfied;

         

        (c)           by
written notice by either Ding Neng or any Ding Neng Shareholder if the Closing
conditions set forth in Article VII have not been satisfied by CIC (or waived by
Ding Neng and the Ding Neng Shareholders).  Notwithstanding the
foregoing, the right to terminate this Agreement under this Section 9.01(c) shall
not be available to: (1) Ding Neng due primarily to the failure by Ding Neng to
fulfill any obligation under this Agreement or if Ding Neng is in material
breach of any representation, warranty or covenant contained in this Agreement,
and such breach has primarily caused such Closing condition to not be satisfied,
or (2) any Ding Neng Shareholder due primarily to the failure by such Ding Neng
Shareholder to fulfill any obligation under this Agreement or if such Ding Neng
Shareholder is in material breach of any representation, warranty or covenant
contained in this Agreement, and such breach has primarily caused such Closing
condition to not be satisfied;

         

        (d)           by
written notice by either CIC or Ding Neng if any Governmental Authority shall
have enacted, issued, promulgated, enforced or entered any order or law that is,
in each case, then in effect and is final and not appealable and has the effect
of permanently restraining, enjoining or otherwise preventing or prohibiting the
transactions contemplated by this Agreement; provided, however, the right to
terminate this Agreement under this Section 9.01(d) shall
not be available to any party whose failure to fulfill any obligation under this
Agreement has been the primary cause of, or resulted in, any such order or law
to have been enacted, issued, promulgated, enforced or entered;

         

        (e)           by
written notice by any party hereto if (i) there has been a breach by any other
party hereto of any of its material representations, warranties, covenants or
agreements contained in this Agreement, or if any material representation or
warranty of any other party shall have become untrue or inaccurate, and (ii) the
breach or inaccuracy is incapable of being cured prior to the Closing or is not
cured within twenty (20) days of notice of such breach or inaccuracy;
or

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

            
            

          

        

         

        (f)           by
written notice by CIC or Ding Neng, if either party discovers any fact or
circumstance that has, or could reasonably be expected to have, a Material
Adverse Effect, that was discovered in connection with the completion of the due
diligence review of the other parties hereto.

         

        (g)           In
the event of the termination of this Agreement pursuant to this Section 9.01, this
Agreement shall forthwith become void, and there shall be no liability on the
part of any Party or any of their respective affiliates or the directors,
officers, partners, members, managers, employees, agents or other
representatives of any of them, and all rights and obligations of each Party
shall cease, except: (i) as set forth in Article VIII, this
Section 9.01
and in Section
9.07 and (ii) nothing herein shall relieve any Party from liability for
any fraud committed by the willful breach of this Agreement prior to
termination.  Article VIII, this
Section 9.01
and Section
9.07 shall survive the termination of this Agreement.

         

        Section
9.02                                Governing Law;
Venue.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New
York.  Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
New York for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court or that such suit, action or proceeding is improper.  Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.  EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS,
OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         

        Section
9.03                                Notices.  All
notices, requests, demands and other communications provided in connection with
this Agreement shall be in writing and shall be deemed to have been duly given
at the time when hand delivered, delivered by express courier, or sent by
facsimile (with receipt confirmed by the sender’s transmitting device) in
accordance with the contact information provided below or such other contact
information as the parties may have duly provided by notice.

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

            
            

          

        

         

        If
to CIC:

        


        China
INSOnline Corp.

        Room 42,
4F, New Henry House, 10 Ice House Street, Central

        Hong
Kong

        Attention:
Zhenyu Wang

        Fax
Number: [     ]

        


        with
a copy (which shall not constitute notice) to:

        


        Troutman
Sanders LLP

        405
Lexington Avenue

        New York,
New York 10174

        Attention:
Henry I. Rothman

        Fax
Number: (212) 704-5950

        


        If
to Ding Neng or the Ding Neng Shareholders, to:

        


        Pudong
Building, 2nd Floor,
Jiulong Avenue, Longwen District

        Zhangzhou
City, Fujian Province 363000, China

        Attention:
Jingmei Weng

        Fax
Number: 86 (0) 596 2967018

        


        with
a copy (which shall not constitute notice) to:

        


        Ellenoff
Grossman & Schole LLP

        150 East
42nd
Street, 11th
Floor

        New York,
NY 10017

        Attention:
Barry I. Grossman, Esq.

        Fax
Number: (212) 370-7889

        


        Any such
notice or communication shall be deemed to have been given: (i) upon receipt, if
personally delivered, (ii) on the day after dispatch, if sent by overnight
courier, (iii) upon dispatch, if transmitted by facsimile and receipt is
confirmed by printed receipt and (iv) three (3) days after mailing, if sent by
registered or certified mail.

        


        Section
9.04                                Confidentiality.  Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except: (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement.  In the
event of the termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

            
            

          

        

         

        Section
9.05                                Schedules;
Knowledge.  Each party is presumed to have full knowledge of
all information set forth in the other party’s schedules delivered pursuant to
this Agreement.

         

        Section
9.06                                No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person or entity.

         

        Section
9.07                                Expenses.  Whether
or not the Exchange is consummated, each of the parties hereto will bear their
own respective expenses, including legal, accounting and professional fees,
incurred in connection with the Exchange or any of the other transactions
contemplated hereby.

         

        Section
9.08                                Entire
Agreement.  This Agreement represents the entire agreement
between the parties relating to the subject matter thereof and supersedes all
prior agreements, understandings and negotiations, written or oral, with respect
to such subject matter.

         

        Section
9.09                                Counterparts.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

         

        Section
9.10                                Amendment or
Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.  At any time prior to the Closing Date, this
Agreement may by amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is
intended.

         

        Section
9.11                                Best
Efforts.  Subject to the terms and conditions herein provided,
each party shall use its best efforts to perform or fulfill all conditions and
obligations to be performed or fulfilled by it under this Agreement so that the
transactions contemplated hereby shall be consummated as soon as
practicable.  Each party also agrees that it shall use its best
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective this Agreement and the transactions
contemplated herein, both prior to and following the Closing.

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

            
            

          

        

        


        IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Share Exchange Agreement as of
the date first written above.

         

        
          
            	CHINA INSONLINE
      CORP.	 	 	 	 
	 	 	 	 	 
	
                    /s/

                  	 	 	
                     

                  	 
	
                    Name:
      Zhenyu Wang

                  	 	 	
                     

                  	 
	
                    Title:   Chief
      Executive Officer

                  	 	 	
                     

                  	 


          

        

         

        
          
            	DING NENG HOLDINGS
      LIMITED	 	 	 	 
	 	 	 	 	 
	
                    /s/

                  	 	 	
                     

                  	 
	
                    Name

                  	 	 	
                     

                  	 
	
                    Title 

                  	 	 	
                     

                  	 


          

        

         

        
          
            	DING NENG
      SHAREHOLDERS:	 	 	 	 
	 	 	 	 	 
	NIE
      XINGFENG CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                    /s/

                  	 	 	
                     

                  	 
	
                    Name:
      Xinfeng Nie

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

        
          
            	SANFU
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                    /s/

                  	 	 	
                     

                  	 
	
                    Name:
      Gaomin Huang

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

            
            

          

        

        
 

        [SIGNATURE
PAGE TO SHARE EXCHANGE AGREEMENT, CONTINUED

         

        
           

          
            
              	ZEWEN
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                      /s/

                    	 	 	
                       

                    	 
	
                      Name:
      Zewen Lin

                    	 	 	
                       

                    	 
	
                      Title:   

                    	 	 	
                       

                    	 


            

          

           

          
            
              	WEALTH
      INDEX CAPITAL GROUP LLC	 	 	 	 
	 	 	 	 	 
	
                      /s/

                    	 	 	
                       

                    	 
	
                      Name:
      Shanchun Huang

                    	 	 	
                       

                    	 
	
                      Title 

                    	 	 	
                       

                    	 


            

          

           

          
            
              	H.X.Z
      BEYOND INVESTMENT CONSULTING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                      /s/

                    	 	 	
                       

                    	 
	
                      Name:
      Xuzhong Han

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                       

                    	 


            

          

           

          
            
              	ZHR
      CAPITAL LIMITED	 	 	 	 
	 	 	 	 	 
	
                      /s/

                    	 	 	
                       

                    	 
	
                      Name:Fulun
      Su

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                       

                    	 


            

          

        

        


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

            
            

          

        

        


        


        [SIGNATURE
PAGE TO SHARE EXCHANGE AGREEMENT, CONTINUED]

         

         

        
          
            
              
                	YUXUAN
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                        /s/

                      	 	 	
                         

                      	 
	
                        Name:Yuxuan
      Huang

                      	 	 	
                         

                      	 
	
                        Title:   

                      	 	 	
                         

                      	 


              

            

             

            
              
                	LINGPENG
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                        /s/

                      	 	 	
                         

                      	 
	
                        Name:Lingpeng
      Liu

                      	 	 	
                         

                      	 
	
                        Title 

                      	 	 	
                         

                      	 


              

            

             

            
              
                	M.Y.
      LIN HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                        /s/

                      	 	 	
                         

                      	 
	
                        Name:Mingyuan
      Lin

                      	 	 	
                         

                      	 
	
                         

                      	 	 	
                         

                      	 


              

            

             

            
              
                	LINGBIN
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                        /s/

                      	 	 	
                         

                      	 
	
                        Name:Lingbin
      Xie

                      	 	 	
                         

                      	 
	
                         

                      	 	 	
                         

                      	 




            

          

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

              
              

            

          

        

        


        


        [SIGNATURE
PAGE TO SHARE EXCHANGE AGREEMENT, CONTINUED]

         

         

         

        
           

          
            
              
                
                  	YANGHONG
      HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                          /s/

                        	 	 	
                           

                        	 
	
                          Name:Yanghong
      Pan

                        	 	 	
                           

                        	 
	
                          Title:   

                        	 	 	
                           

                        	 


                

              

               

              
                
                  	KINGFISHER
      EQUITY HOLDING CO., LTD.	 	 	 	 
	 	 	 	 	 
	
                          /s/

                        	 	 	
                           

                        	 
	
                          Name:
      Yue Sun

                        	 	 	
                           

                        	 
	
                          Title 

                        	 	 	
                           

                        	 


                

              

               

              
                
                  	MAXIM
      PARTNERS LLC	 	 	 	 
	 	 	 	 	 
	
                          /s/

                        	 	 	
                           

                        	 
	
                          Name:
      Michael Rabinowitz

                        	 	 	
                           

                        	 
	
                          Title:
      Chairman

                        	 	 	
                           

                        	 


                

              

               

              
                
                  	DAYSPRING
      CAPITAL, LLC	 	 	 	 
	 	 	 	 	 
	
                          /s/

                        	 	 	
                           

                        	 
	
                          Name:
      Karl Brenza

                        	 	 	
                           

                        	 


                

              

            

          

        

        
 

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

            
            

          

        

         

        Schedule
A

        


        Ding
Neng Shareholders

         

        
          
            	
                    Name
      Of

                    Shareholder

                  	
                    Address

                  	
                    Shares
      of Ding Neng Holdings Held

                  	
                    Percentage
      of Ding Neng Holdings Shares Held Prior to the Exchange

                  	
                    Shares
      of CIC to be Received Upon Exchange (Post
Reverse-Split)

                  
	
                    Nie
      Xingfeng Co., Ltd.

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    15,705

                  	
                    31.41%

                  	 
      
	
                    Sanfu
      Holding Co., Ltd.

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    11,095

                  	
                    22.19%

                  	 
      
	
                    Zewen
      Holding Co., Ltd. 

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    5,450

                  	
                    10.90%

                  	 
      
	
                    Wealth
      Index Capital Group LLC

                  	
                    Naaman’s
      Building,

                    Suite
      206, 3501
      Silverside Road,

                    Wilmington,
      Delaware

                  	
                    3,000

                  	
                    6.00%

                  	 
      
	
                    H.X.Z
      Beyond Investment Consulting Co., Ltd  

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    1,500

                  	
                    3.00%

                  	 
      
	
                    ZHR
      Capital Limited

                  	
                    Unit
      2508A, 25F,

                    Bank
      of America Tower,

                    Central
      Hong Kong

                  	
                    2,500

                  	
                    5.00%

                  	 
      
	
                    Yuxuan
      Holding Co., Ltd

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    2,000

                  	
                    4.00%

                  	 
      
	
                    Lingpeng
      Holding Co., Ltd. 

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    2,000

                  	
                    4.00%

                  	 
      
	
                    M.Y
      Lin Holding Co., Ltd.

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    2,000

                  	
                    4.00%

                  	 
      
	
                    Lingbin
      Holding Co., Ltd.

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    2,000

                  	
                    4.00%

                  	 
      
	
                    Yanghong
      Holding Co., Ltd. 

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    2,000

                  	
                    4.00%

                  	 
      
	
                    Kingfisher
      Equity Holding Co., Ltd.

                  	
                    P.O.
      Box 957, Offshore

                    Incorporations
      Center,

                    Road
      Town, Tortola,

                    British
      Virgin Islands

                  	
                    250

                  	
                    0.50%

                  	 
      
	
                    Maxim
      Partners LLC

                  	
                    405
      Lexington Avenue,

                    New
      York, NY 10174

                  	
                    250

                  	
                    0.50%

                  	 
      
	Dayspring
      Capital, LLC 	      
                    26
      Cherry Street,

                    Katonah,
      NY 20536

                  	      
                    250

                  	      
                    0.50% 

                  	 


          

        

      

    

     

    
      
         

      

      
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