Unassociated Document


    SHARE AND WARRANT
CANCELLATION AGREEMENT

     

    THIS
SHARE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) is made
and entered into as of this 12th day of November, 2010, by and between SRKP 23,
Inc., a Delaware corporation (“SRKP 23”), and the
stockholders of SRKP 23, as set forth on Schedule I attached
hereto (such stockholders are collectively referred to herein as the “Stockholders”).  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Exchange Agreement (as hereinafter
defined).

     

    RECITALS

     

    WHEREAS,
as of the date hereof, SRKP 23 entered into a Share Exchange Agreement (the
“Exchange
Agreement”) with Weixin International Co., Limited, a company organized
under the laws of the British Virgin Islands (“Weixin BVI”); Wei Xin
Holding Group Limited, a company organized under the laws of Hong Kong and a
wholly-owned subsidiary of Weixin BVI (“Weixin HK”); Gangzhou
Kelida Intelligent Equipment Co., Ltd., a company organized under the laws of
the People’s Republic of China and a wholly-owned subsidiary of Weixin HK
(“Kelida”);
Zhaoqing Hua Su Plastic Trading Company (“Hua Su”), Zhaoqing
Chuang Yi Resources Recycle Co., Ltd. (“Chuang Yi”), Zhaoqing
Xin Ye Plastic Co., Ltd. (“Xin Ye”), and
Zhaoqing Li Jun Craftwork Co., Ltd. (“Li Jun”), each a
company organized under the laws of the People’s Republic of China and a
wholly-owned subsidiary of Kelida; and all of the shareholders of Weixin BVI, a
copy of which is attached hereto as Exhibit
A;

    


    WHEREAS,
pursuant to the terms of the Exchange Agreement, and as a condition to the
completion of the transactions contemplated by the Exchange Agreement, SRKP 23
agreed to enter into an agreement with the Stockholders to cancel (i) an
aggregate of 6,679,899 shares of SRKP 23 common stock held by such Stockholders
(the “Shares”),
as such Shares are more particularly set forth on Schedule I attached
hereto, and (ii) warrants to purchase an aggregate of 7,804,803 shares of SRKP
23 common stock held by such Stockholders (the “Warrants”), as such
Warrants are more particularly set forth on Schedule II attached
hereto; and

    


    WHEREAS,
the Stockholders acknowledge that they would benefit from the completion of the
transactions contemplated by the Exchange Agreement.

    


    NOW,
THEREFORE, for and in consideration of the execution and delivery of the
Exchange Agreement, and the payment of good and valuable consideration pursuant
to the Exchange Agreement, the receipt and sufficiency of which is hereby
acknowledged, SRKP 23 and the Stockholders, each intending to be legally bound
by this Agreement, hereby agree as follows:

    


    AGREEMENT

    


    1.           DUTIES

     

    1.1           Rights and Obligations of
the Parties.  The parties shall be entitled to such rights and
shall perform such duties as set forth herein.  In the event that the
terms of this Agreement conflict in any way with the provisions of the Exchange
Agreement, the Exchange Agreement shall control.

     

    1.2           Cancellation of Shares and
Warrants.  On the Closing Date of the Exchange Agreement, the
Shares and the Warrants shall be deemed automatically cancelled.  The
Stockholders agree to execute any and all documents, including, but not limited
to, stock powers for the stock certificates representing the Shares, as SRKP 23
reasonably determines necessary to effect the cancellation of the Shares and the
Warrants pursuant to the terms of this Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    2.           DIVIDENDS; VOTING RIGHTS;
STOCK SPLITS

     

    2.1           Cash Dividends; Voting
Rights.  Prior to the Closing of the Exchange Agreement, the
Stockholders shall have rights to cash or stock dividends with respect to the
Shares and the Warrants, if any, and have rights to vote their respective
Shares, if any such matter requiring stockholder approval shall
arise.

    


    2.2           Stock Splits; Stock
Dividends.  In the event of any stock split or other similar
transaction with respect to SRKP 23 common stock that becomes effective prior to
the Closing of the Exchange Agreement, the additional shares or warrants issued
with respect to the Shares or the Warrants shall be similarly
cancelled.

     

    3.           MISCELLANEOUS

     

    3.1           Transferability.  None
of the rights and obligations of the Stockholders hereunder shall be
transferable.

     

    3.2           Notices.  Any
notices or other communications required or permitted under this Agreement shall
be in writing and shall be sufficiently given if sent by (i) registered or
certified mail, postage prepaid, addressed as follows, (ii) facsimile to the
facsimile numbers identified below or (iii) overnight courier (such as UPS or
FedEx), addressed as follows:

     

    If to
SRKP 23:

     

    SRKP 23,
Inc.

    4737
North Ocean Drive, Suite 207

    Lauderdale
by the Sea, FL 33308

    Attention:
Richard Rappaport

    Telecopy
No.:  (310) 843-9304

    


    If to the
Stockholders:

    


    to the
address set forth next to the name of each of the Stockholders in Schedule
I

    


    or such
other person or address as shall be furnished in writing by any of the parties
and any such notice or communication shall be deemed to have been given as of
the date so mailed.

     

    3.3           Construction.  The
validity, enforcement and construction of this Agreement shall be governed by
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.

     

    3.4           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legatees, assigns and
transferees, as the case may be.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.5           Severability.  If
any provision or section of this Agreement is determined to be void or otherwise
unenforceable, it shall not affect the validity or enforceability of any other
provisions of this Agreement which shall remain enforceable in accordance with
their terms.

     

    3.6           Interpretation.  The
headings and subheadings contained in this Agreement are for reference only and
for the benefit of the parties and shall not be considered in the interpretation
or construction of this Agreement.  This Agreement shall be construed
and interpreted without regard to any rule or presumption requiring that it be
construed or interpreted against the party causing it to be
drafted.

     

    3.7           Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts (including facsimile counterparts), each of which shall be deemed
to be an original, but all of which together shall constitute one and the same
instrument.

     

    3.8           Amendments.  This
Agreement may be amended from time to time but only by written agreement signed
by all of the parties hereto.

     

    3.9           Entire
Agreement. This Agreement
constitutes the entire understanding and agreement of the parties relating to
the subject matter hereof and supersedes any and all prior understandings,
agreements, negotiations and discussions, both written and oral, between the
parties hereto with respect to the subject matter hereof.

     

    [Signatures
appear on following pages]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
executed this Share and Warrant Cancellation Agreement as of the day and year
first above written.

    


    
      	
              SRKP
      23, INC.

            	
                   

            	 
      
	 
      	 
      	 
      
	
              By:

            	
                /s/ Richard
      Rappaport

            	 
      	 
      
	
              Name:

            	
                  Richard
      Rappaport

            	 
      	 
      
	
              Title:

            	
                  President

            	 
      	 
      
	 
      	 
      	 
      
	
              STOCKHOLDERS

            	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Debbie
      Schwartzberg

            	 
      	
              /s/ Anthony Pintsopoulos

            
	
              Debbie
      Schwartzberg

            	 
      	
              Anthony
      Pintsopoulos

            
	 
      	 
      	 
      
	
              /s/ Debbie Schwartzberg

            	 
      	
              /s/ Richard Rappaport

            
	
              The
      Julie Schwartzberg Trust dated 2/9/2000

            	 
      	
              Amanda
      Rappaport Trust

            
	
              By:  Debbie
      Schwartzberg

            	 
      	
              By:  Richard
      Rappaport

            
	
              Its:  Trustee

            	 
      	
              Its:
      Trustee

            
	 
      	 
      	 
      
	
              /s/ Debbie Schwartzberg

            	 
      	
              /s/ Richard Rappaport

            
	
              The
      David N. Sterling Trust dated 2/3/2000

            	 
      	
              Kailey
      Rappaport Trust

            
	
              By:  Debbie
      Schwartzberg

            	 
      	
              By:  Richard
      Rappaport

            
	
              Its:  Trustee

            	 
      	
              Its:
      Trustee

            
	 
      	 
      	 
      
	
              /s/ Janine Frisco

            	 
      	
              /s/ Kevin DePrimio

            
	
              Janine
      Frisco

            	 
      	
              Kevin
      DePrimio

            
	 
      	 
      	 
      
	
              /s/ Richard Rappaport

            	 
      	
              /s/ Jason Stern

            
	
              WestPark
      Capital Financial Services, LLC

            	 
      	
              Jason
      Stern

            
	
              By:  Richard
      Rappaport

            	 
      	 
      
	
              Its:  Chief
      Executive Officer

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/ Richard Rappaport

            	 
      	 
      
	
              Richard
      Rappaport

            	 
      	 
      


    

    


    Signature
Page to Share and Warrant Cancellation Agreement - Weixin



    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        	
                /s/ Xingrong Zhang

              
	
                Xingrong
      Zhang

              
	 
      
	
                /s/ Zhuo Chen

              
	
                Zhou
      Chen

              
	 
      
	
                /s/ HaiLan Zhang

              
	
                HaiLan
      Zhang

              


      

    

    
       

      Signature
Page to Share and Warrant Cancellation Agreement -
Weixin
 

    

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      
        
          
            
              	
                      Acknowledged and Agreed:

                    
	 
      
	
                      WEIXIN
      INTERNATIONAL CO., LIMITED

                    
	 
      
	
                      By:

                    	
                      /s/ Zhang Hongyu

                    
	
                      Name:

                    	
                      Zhang
      Hongyu

                    
	
                      Title:

                    	
                      Director

                    


            

          

        

      

    

     

    Signature
Page to Share and Warrant Cancellation Agreement - Weixin
 

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Schedule
I

    Stockholders
of SRKP 23, Inc.

    


    
      
        	 
      	    	
                
                  Stockholder

                

              	    	
                
                  Shares
      to be cancelled

                  per
      the terms of this

                  Agreement

                

              	    	
                
                  Pre-Closing

                  Shares

                

              	    	
                
                  Post-Closing

                  Shares

                

              	 
	
                1.

              	 	
                WestPark
      Financial Services, LLC

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	1,813,288	 	 	2,773,979	 	 	960,691	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                2.

              	 	
                Richard
      Rappaport

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	954,070	 	 	1,135,420	 	 	181,350	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3.

              	 	
                Amanda
      Rappaport Trust

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	266,688	 	 	319,338	 	 	52,650	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                4.

              	 	
                Kailey
      Rappaport Trust

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	266,688	 	 	319,338	 	 	52,650	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                5.

              	 	
                Debbie
      Schwartzberg

                785
      5th Avenue , Apt 10C

                New
      York, NY 10022

              	 	 	840,978	 	 	1,000,000	 	 	159,022	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                6.

              	 	
                The
      Julie Schwartzberg Trust dated 2/9/2000

                785
      5th Avenue , Apt 10C

                New
      York, NY 10022

              	 	 	83,513	 	 	100,000	 	 	16,487	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                7.

              	 	
                The
      David N. Sterling Trust dated 2/3/2000

                785
      5th Avenue , Apt 10C

                New
      York, NY 10022

              	 	 	83,513	 	 	100,000	 	 	16,487	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                8.

              	 	
                Anthony
      Pintsopoulos

                c/o
      SRKP 23, Inc.

                4737
      North Ocean Drive, Suite 207

                Lauderdale
      by the Sea, FL 33308

              	 	 	592,639	 	 	709,639	 	 	117,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                9.

              	 	
                Janine
      Frisco

                200
      Oceangate, Suite 1500

                Long
      Beach, CA 90802-4302

              	 	 	207,424	 	 	248,374	 	 	40,950	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10.

              	 	
                Kevin
      DePrimio

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	207,424	 	 	248,374	 	 	40,950	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                11.

              	 	
                Jason
      Stern

                1900
      Avenue of the Stars, Suite 310

                Los
      Angeles, CA 90067

              	 	 	118,528	 	 	141,928	 	 	23,400	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                12.

              	 	
                Xingrong
      Zhang

                TianLai
      17 Block, Zheng Zhong Golf

                Long
      Gong District, Shenzhen

                People’s
      Republic of China

              	 	 	415,048	 	 	496,988	 	 	81,940	 


         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	 	
                                                                Stockholder

                                                              	 	
                                                                Shares
      to be cancelled

                                                                per
      the terms of this

                                                                Agreement

                                                              	 	
                                                                
                                                                  Pre-Closing

                                                                  Shares

                                                                

                                                              	 	
                                                                
                                                                  Post-Closing

                                                                  Shares

                                                                

                                                              	 
	
                                                                13.

                                                              	 	
                                                                Zhou
      Chen

                                                                TianLai
      17 Block, Zheng Zhong Golf

                                                                Long
      Gong District, Shenzhen

                                                                People’s
      Republic of China

                                                              	 	 	415,049	 	496,988	 	 	81,939	 
	
                                                                14.

                                                              	 	
                                                                HaiLan
      Zhang

                                                                TianLai
      17 Block, Zheng Zhong Golf

                                                                Long
      Gong District, Shenzhen

                                                                People’s
      Republic of China

                                                              	 	 	415,049	 	
                                                                496,988

                                                              	 	 	81,939	 
	 
      	 	
                                                                TOTAL

                                                              	 	 	6,679,899	 	8,587,354	 	 	1,907,455	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Schedule
II

    Warrantholders
of SRKP 23, Inc.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 	
                                  Warrantholder

                                	 	 	
                                  Warrants
      to be

                                  cancelled
      per the terms

                                  of
      this Agreement

                                	 	 	
                                  Pre-Closing

                                  Warrants

                                	 	 	
                                  Post-Closing

                                  Warrants

                                	 
	
                                  1.

                                	 	
                                  WestPark
      Financial Services, LLC

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	2,379,849	 	 	 	2,773,979	 	 	 	394,130	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  2.

                                	 	
                                  Richard
      Rappaport

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	1,061,021	 	 	 	1,135,420	 	 	 	74,399	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  3.

                                	 	
                                  Amanda
      Rappaport Trust

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	297,738	 	 	 	319,338	 	 	 	21,600	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  4.

                                	 	
                                  Kailey
      Rappaport Trust

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	297,738	 	 	 	319,338	 	 	 	21,600	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  5.

                                	 	
                                  Debbie
      Schwartzberg

                                  785
      5th Avenue , Apt 10C

                                  New
      York, NY 10022

                                	 	 	 	934,760	 	 	 	1,000,000	 	 	 	65,240	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  6.

                                	 	
                                  The
      Julie Schwartzberg Trust dated 2/9/2000

                                  785
      5th Avenue , Apt 10C

                                  New
      York, NY 10022

                                	 	 	 	93,236	 	 	 	100,000	 	 	 	6,764	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  7.

                                	 	
                                  The
      David N. Sterling Trust dated 2/3/2000

                                  785
      5th Avenue , Apt 10C

                                  New
      York, NY 10022

                                	 	 	 	93,236	 	 	 	100,000	 	 	 	6,764	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  8.

                                	 	
                                  Anthony
      Pintsopoulos

                                  c/o
      SRKP 23, Inc.

                                  4737
      North Ocean Drive, Suite 207

                                  Lauderdale
      by the Sea, FL 33308

                                	 	 	 	661,639	 	 	 	709,639	 	 	 	48,000	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  9.

                                	 	
                                  Janine
      Frisco

                                  200
      Oceangate, Suite 1500

                                  Long
      Beach, CA 90802-4302

                                	 	 	 	231,574	 	 	 	248,374	 	 	 	16,800	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  10.

                                	 	
                                  Kevin
      DePrimio

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	231,574	 	 	 	248,374	 	 	 	16,800	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  11.

                                	 	
                                  Jason
      Stern

                                  1900
      Avenue of the Stars, Suite 310

                                  Los
      Angeles, CA 90067

                                	 	 	 	132,328	 	 	 	141,928	 	 	 	9,600	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                  12.

                                	 	
                                  Xingrong
      Zhang

                                  TianLai
      17 Block, Zheng Zhong Golf

                                  Long
      Gong District, Shenzhen

                                  People’s
      Republic of China

                                	 	 	 	463,370	 	 	 	496,986	 	 	 	33,616	 


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 	
                                    Warrantholder

                                  	 	 	
                                    Warrants
      to be

                                    cancelled
      per the terms

                                    of
      this Agreement

                                  	 	 	
                                    Pre-Closing
      
Warrants

                                  	 	 	
                                    Post-Closing

                                    Warrants

                                  	 
	
                                    13.

                                  	 	
                                    Zhou
      Chen

                                    TianLai
      17 Block, Zheng Zhong Golf

                                    Long
      Gong District, Shenzhen

                                    People’s
      Republic of China

                                  	 	 	 	463,370	 	 	 	496,986	 	 	 	33,616	 
	
                                    14.

                                  	 	
                                    HaiLan
      Zhang

                                    TianLai
      17 Block, Zheng Zhong Golf

                                    Long
      Gong District, Shenzhen

                                    People’s
      Republic of China

                                  	 	 	 	463,370	 	 	 	496,986	 	 	 	33,616	 
	 
      	 	
                                    TOTAL

                                  	 	 	 	7,804,803	 	 	 	8,587,348	 	 	 	782,545	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            10

            
              

            

          

          
             


          

        

      

       

    

    Exhibit
A

    


    Share
Exchange Agreement