aprb8k20080813-10a.htm


    
      

      

    

    
      SHARE EXCHANGE
AGREEMENT

      


      AGREEMENT dated as of August
12, 2009 by and between Apogee Robotics, Inc., a Delaware corporation ("APRB")
and Ligang Shang, Zhengjiang Wang, London Financial Group Ltd., a British Virgin
Islands corporation (“London Financial”), Sino Group Investment Ltd. (“Sino
Group”), a British Virgin Islands corporation.

      


      WHEREAS, Ligang Shang,
Zhengjiang Wang, London Financial Group, Ltd., and Sino Group Investment Ltd.
(collectively, the “Advanced Swine Shareholders”) are the owners of all of the
outstanding capital stock of Advanced Swine Genetics Co., Ltd., a Nevada
corporation ("Advanced Swine"), and Primary Capital, LLC owns the only option or
other right to acquire capital stock of Advanced Swine; and

      


      WHEREAS, on the Closing Date
described herein, the Advanced Swine Shareholders and Primary Capital, LLC
(collectively, the Exchanging Shareholders”) will own all of the issued and
outstanding capital stock of Advanced Swine; and

      


      WHEREAS, Advanced Swine owns
100% of the registered capital of Heilongjiang SenYu Animal Husbandry Co., Ltd.
(“SenYu”), a company organized under the laws of The People’s Republic of China;
and

      


      WHEREAS, SenYu owns 60% of the
registered capital of Sino-Canadian Senyu-Polar Swine Genetics Company Limited
(“Senyu-Polar JV”), a company organized under the laws of The People’s Republic
of China; and

      


      WHEREAS, the Advanced Swine
Shareholders desire to transfer the capital stock of Advanced Swine to APRB and
APRB desires to acquire the shares.

      


      NOW, THEREFORE, it is
agreed:

      


      1.           Definitions.  As
used herein, the following terms shall have the meanings set forth
below:

      


      
        	
                 
      

              	
                a.

              	
                 
      “Applicable Law” means any domestic or foreign law, statute, regulation,
      rule or ordinance applicable to the businesses or corporate existence of
      APRB, London Financial, Sino Group, Advanced Swine, SenYu, or Senyu-Polar
      JV.

              


      

      


      
        	
                 
      

              	
                b.

              	
                 
      “GAAP” means generally accepted accounting principles in the United States
      of America as promulgated by the American Institute of Certified Public
      Accountants and the Financial Accounting Standards Board or any successor
      institutes concerning the treatment of any accounting
    matter.

              


      

      


      
        	
                 
      

              	
                c.

              	
                 
      “Lien” means, with respect to any property or asset, any mortgage, lien,
      pledge, charge, security interest, claim, encumbrance, royalty interest,
      any other adverse claim of any kind in respect of such property or asset,
      or any other restrictions or limitations of any nature
      whatsoever.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                d.

              	
                 
      “Tax” (and, with correlative meaning, “Taxes” and “Taxable”)
      means:

              


      

      


      
        	
              	
                              (i)

              	
                any
      income, alternative or add-on minimum tax, gross receipts tax, sales tax,
      use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license
      tax, withholding tax, payroll tax, employment tax, excise tax, severance
      tax, stamp tax, occupation tax, property tax, environmental or windfall
      profit tax, custom, duty or other tax, impost, levy, governmental fee or
      other like assessment or charge of any kind whatsoever together with any
      interest or any penalty, addition to tax or additional amount imposed with
      respect thereto by any governmental or Tax authority responsible for the
      imposition of any such tax (domestic or foreign),
  and

              


      

      


      
        	
              	
                            (ii)

              	
                any
      liability for the payment of any amounts of the type described in clause
      (i)  above as a result of being a member of an affiliated,
      consolidated, combined or unitary group for any Taxable period,
      and

              


      

      


      
        	
              	
                            (iii)

              	
                any
      liability for the payment of any amounts of the type described in clauses
      (i) or (ii) above as a result of any express or implied obligation to
      indemnify any other person.

              


      

      


      
        	
                 
      

              	
                e.

              	
                 
      “Tax Return” means any return, declaration, form, claim for refund or
      information return or statement relating to Taxes, including any schedule
      or attachment thereto, and including any amendment
  thereof.

              


      

      


      2.           Share
Exchange.

      


      a.           
Prior to the Closing Date APRB shall file with the Secretary of State of the
State of Delaware a certificate of designation of  Four Thousand Eight
Hundred (4,800) shares of Series A Preferred Stock, in the form annexed hereto
as Appendix A.  Each share of Series A Preferred Stock will be
convertible into One Hundred Thousand (100,000) shares of APRB common
stock.

      


      b.           On
the Closing Date (defined herein), the Advanced Swine Shareholders and Primary
Capital, LLC (collectively, the “Exchanging Shareholders”) shall transfer and
assign to APRB all of the issued and outstanding capital stock of Advanced
Swine.  The
Advanced Swine Shareholders represent and warrant that upon delivery to APRB of
the stock certificates duly endorsed for transfer, all right, title and interest
in said shares will be transferred to APRB free of Liens, claims and
encumbrances.

      


      c.           On
the Closing Date, APRB shall deliver to the Exchanging Shareholders or their
assignees a total of 4,646.05933 shares of Series A Preferred
Stock  as follows:

      


      ·      3,763.30805
shares to Ligang Shang;

      ·      227.65691
shares to Zhengjiang Wang;

      ·      213.71873
shares to London Financial;

      ·      441.37564
shares to Sino Group; and

      ·      144
shares to Primary Capital, LLC.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      d.           APRB
warrants that the Preferred Shares to be issued to the Exchanging Shareholders
(the “Exchange Shares”), when so issued, will be duly authorized, fully paid and
non-assessable.

      


      e.           
The parties intend that the exchange of shares described above shall qualify as
a tax-free exchange under Section 351 of the United States Internal Revenue
Code.  The parties further intend that the issuance of the common
stock by APRB to the Exchanging Shareholder shall be exempt from the provisions
of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of said
Act.

      


      3.           Closing.  The
Closing of the transactions contemplated by this Agreement ("Closing") shall
take place at the offices of Robert Brantl, counsel for APRB, simultaneously
with the execution of this Agreement (the “Closing Date”).

      


      4.           Warranties and
Representations of Advanced Swine Shareholders In order to induce APRB to
enter into this Agreement and to complete the transaction contemplated hereby,
the Advanced Swine Shareholders warrant and represent to APRB that:

      


      a.           Organization and Standing –
Advanced Swine.  Advanced Swine is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has full power and authority to carry on its business as now
conducted. The copies of the Articles of Incorporation and Bylaws of Advanced
Swine previously delivered to APRB are true and complete as of the date
hereof.

      


      b.           Capitalization – Advanced
Swine .  Advanced Swine’ entire authorized capital stock
consists of 100,000 shares of common stock, $.001 par value, 10,000 of which are
issued and outstanding.  There are no other voting or equity
securities authorized or issued, nor any authorized or issued securities
convertible into equity securities, and no outstanding subscriptions, warrants,
calls, options, rights, commitments or agreements by which Advanced Swine or the
Advanced Swine Shareholders is bound, calling for the issuance of any additional
equity securities of Advanced Swine, except that Primary Capital LLC., a New
York company holds an option to acquire 310 shares of Advanced Swine. All of
the outstanding Advanced Swine common stock has been duly authorized and validly
issued and is fully paid and non-assessable and was not issued in violation of
any preemptive rights or any Applicable Law.

      


      c.           Ownership of Advanced Swine
Shares. The Advanced Swine Shareholders are the sole owners of the
outstanding shares of Advanced Swine common stock.  By the transfer of
the Advanced Swine common stock to APRB pursuant to this Agreement, APRB will
acquire good and marketable title to 100% of the capital stock of Advanced
Swine, free and clear of all Liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that the Advanced Swine common stock
will not have been registered under the Securities Act of 1933, or any
applicable state securities laws.


      
        
           


        

        
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      d.           Business Operations and
Liabilities – Advanced Swine . Since its organization, Advanced Swine has
conducted no business operations, except holding all of the issued and
outstanding capital stock of SenYu and, through Senyu, 60% of Senyu-Polar
JV.

      


      e.           Organization and Standing –
SenYu.  SenYu is a corporation duly organized, validly existing
and in good standing under the laws of the People’s Republic of China, except as set
forth in the Section 4(e) of the Disclosure Schedule (the “Disclosure Schedule”). SenYu
has all of the government licenses and permits necessary to carry on its
business as now conducted, and to own and operate its assets, properties and
business.

      


      f.           Organization and Standing –
Senyu-Polar
JV.  Senyu-Polar JV is a company duly organized, validly
existing and in good standing under the laws of the People’s Republic of China.
Senyu-Polar JV has all of the government licenses and permits necessary to carry
on its business as now conducted, and to own and operate its assets, properties
and business, except as set forth in the Section 4(f) of the Disclosure
Schedule.

      


      g.           Financial
Statements.  The Advanced Swine Shareholders delivered to APRB
the consolidated financial statements of Advanced Swine for the years ended
March 31, 2009 and 2008 (the “Advanced Swine Financial
Statements”).  The Advanced Swine Financial Statements have been
prepared in accordance with U.S. GAAP and present fairly in all material
respects the financial condition of Advanced Swine as of the dates thereof. The
Advanced Swine Financial Statements have been reported on by an independent
accountant registered with the PCAOB.

      


      h.           Absence Of Certain Changes
Or Events.  Since March 31, 2009, there has not been (A) any
material adverse change in the business, operations, properties, assets, or
condition of SenYu, Senyu-Polar JV, or Advanced Swine or (B) any damage,
destruction, or loss to SenYu, Senyu-Polar JV, or Advanced Swine (whether or not
covered by insurance) materially and adversely affecting the business,
operations, properties, assets, or condition of SenYu, Senyu-Polar JV, and
Advanced Swine; and neither of SenYu, Senyu-Polar JV, Advanced Swine have become
subject to any law or regulation which materially and adversely affects, or in
the future is substantially likely to have a material adverse effect on SenYu,
Senyu-Polar JV, and Advanced Swine.

      


      i.           Ownership of
Assets.  Except as specifically identified in the Advanced
Swine Financial Statements, SenYu  and Senyu-Polar JV have good,
marketable title, without any Liens or encumbrances of any nature whatever, to
all of the following, if any:  its assets, properties and rights of
every type and description, including, without limitation, all cash on hand and
in banks, certificates of deposit, stocks, bonds, and other securities, good
will, customer lists, its corporate name and all variants thereof, trademarks
and trade names, copyrights and interests thereunder, licenses and
registrations, pending licenses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, franchises,
all rights and claims under insurance policies and other contracts of whatever
nature, rights in funds of whatever nature, books and records and all other
property and rights of every kind and nature owned or held by SenYu or
Senyu-Polar JV as of this date.  Except in the ordinary course of its
business, neither SenYu nor Senyu-Polar JV has disposed of any such asset since
March 31, 2009.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      j.           Governmental
Consent.  No consent, waiver, approval, order or authorization
of, or registration, declaration or filing with, any court, administrative
agency or commission or other non-U.S., U.S., state, county, local or other
foreign governmental authority, instrumentality, agency or commission is
required by or with respect to Advanced Swine, SenYu or Senyu-Polar JV in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.

      


      k.           Taxes.  Each
of Advanced Swine, SenYu and Senyu-Polar JV has filed all tax returns that it is
required to file with all governmental agencies, wherever situate, and has paid
or accrued for payment all taxes as shown on such returns except for taxes being
contested in good faith or as reflected on the Advanced Swine Financial
Statements.  There is no material claim for taxes that is a Lien
against the property of Advanced Swine, SenYu, or Senyu-Polar JV other than
Liens for taxes not yet due and payable.

      


      l.           Pending
Actions.  There are no material legal actions, lawsuits,
proceedings or investigations pending or threatened, against or affecting
Advanced Swine, SenYu, Senyu-Polar JV, or against their Officers or Directors,
or the Advanced Swine Shareholders that arose out of their operation of SenYu or
Senyu-Polar JV.  Neither Advanced Swine, SenYu, Senyu-Polar JV, nor
the Advanced Swine Shareholders are subject to any order, writ, judgment,
injunction, decree, determination or award of any court, arbitrator or
administrative, governmental or regulatory authority or body which would be
likely to have a material adverse effect on the business of SenYu, Senyu-Polar
JV or Advanced Swine.

      


      m.           No Debt Owed to the Advanced
Swine Shareholders.  Neither of Advanced Swine, SenYu, nor
Senyu-Polar JV owes any money, securities, or property to the Advanced Swine
Shareholders, or any member of their family or to any company controlled by or
under common control with such a person, directly or indirectly, except as
specifically identified in the Advanced Swine Financial Statements

      


      n.           Intellectual Property And
Intangible Assets.   To the knowledge of the Advanced
Swine Shareholders, SenYu has full legal right, title and interest in and to all
of the intellectual property utilized in the operation of its
business.  SenYu has not received any written notice that the rights
of any other person are violated by the use by SenYu of the intellectual
property.  None of the intellectual property has ever been declared
invalid or unenforceable, or is the subject of any pending or, to the knowledge
of the Advanced Swine Shareholders, threatened action for opposition,
cancellation, declaration, infringement, or invalidity, unenforceability or
misappropriation or like claim, action or proceeding.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      o.           Validity of the
Agreement.  This Agreement has been duly executed by the
Advanced Swine Shareholders and constitutes their valid and binding obligation,
enforceable in accordance with its terms except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other laws
relating to or effecting generally the enforcement of creditors’
rights.  The execution and delivery of this Agreement and the carrying
out of its purposes will not result in the breach of any of the terms or
conditions of, or constitute a default under or violate, the Articles of
Incorporation or Bylaws of Advanced Swine, the Articles of Association of
either  SenYu or Senyu-Polar JV, or any material agreement or
undertaking, oral or written, to which Advanced Swine, SenYu, Senyu-Polar JV, or
the Advanced Swine Shareholders are a  party or are bound or may be
affected by, nor will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule or regulation of any court,
regulatory agency or other governmental body; and the business now conducted by
SenYu and Senyu-Polar JV can continue to be so conducted after completion of the
transaction contemplated hereby.

      


      p.           Compliance with
Laws.  SenYu’s and Senyu-Polar JV 's operations have been
conducted in all material respects in accordance with all applicable statutes,
laws, rules and regulations.  Neither SenYu nor Senyu-Polar JV is in
violation of any law, ordinance or regulation of the People’s Republic of China
or of any other jurisdiction.  SenYu and Senyu-Polar JV hold all the
environmental, health and safety and other permits, licenses, authorizations,
certificates and approvals of governmental authorities necessary or proper for
the current use, occupancy or operation of their businesses, all of which are
now in full force and effect.

      


      5.           Warranties and
Representations of APRB.  In order to induce the Advanced Swine
Shareholders to enter into this Agreement and to complete the transaction
contemplated hereby, APRB warrants and represents to the Advanced Swine
Shareholders that:

      


      a.           Organization and
Standing.  APRB is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
full power and authority to carry on its business as now conducted. The copies
of the Articles of Incorporation and Bylaws of APRB previously delivered to the
Advanced Swine Shareholders are true and complete as of the date
hereof.

      


      b.           Capitalization.  APRB's
entire authorized capital stock consists of 10,000,000 shares of preferred
stock, par value $0.001 per share, and 300,000,000 shares of common stock, par
value $0.001 per share. At the Closing, prior to the issuance of shares to the
Advanced Swine Shareholders, there will be 994,067 shares of APRB common stock
issued and outstanding.  At the Closing, there will be no other voting
or equity securities outstanding, and no outstanding subscriptions, warrants,
calls, options, rights, commitments or agreements by which APRB is bound,
calling for the issuance of any additional shares of common stock or preferred
stock or any other voting or equity security.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      c.           Corporate
Records.  All of APRB's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.

      


      d.           SEC
Filings.  APRB has filed all reports required by the Rules of
the Securities and Exchange Commission, and each report filed within the past
twelve months conforms in content to said Rules and is complete and accurate in
all material respects.

      


      e.           
Absence Of Certain
Changes Or Events.  Since March 31, 2009, there has not been
(A) any material adverse change in the business, operations, properties, assets,
or condition of APRB or (B) any damage, destruction, or loss to APRB (whether or
not covered by insurance) materially and adversely affecting the business,
operations, properties, assets, or condition of APRB; and APRB has not become
subject to any law or regulation which materially and adversely affects, or in
the future is substantially likely to have a material adverse effect on
APRB.

      


      f.           Taxes.  APRB
has filed all tax returns that it is required to file with all governmental
agencies, wherever situate, and has paid or accrued for payment all taxes as
shown on such returns except for taxes being contested in good
faith.  There is no material claim for taxes that is a Lien against
the property of APRB other than Liens for taxes not yet due and
payable.

      


      g.           Pending
Actions.  There are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or threatened,
against or affecting APRB or against APRB’s former Officers or Directors that
arose out of their operation of APRB.  APRB is not subject to any
order, writ, judgment, injunction, decree, determination or award of any court,
arbitrator or administrative, governmental or regulatory authority or
body.

      


      h.           Validity of the
Agreement.  All corporate and other proceedings required to be
taken by APRB in order to enter into and to carry out this Agreement have been
duly and properly taken.  This Agreement has been duly executed by
APRB, and constitutes a valid and binding obligation of APRB, enforceable
against it in accordance with its terms except to the extent limited by
applicable bankruptcy reorganization, insolvency, moratorium or other laws
relating to or affecting generally the enforcement of creditors’
rights.  The execution and delivery of this Agreement and the carrying
out of its purposes will not result in the breach of any of the terms or
conditions of, or constitute a default under or violate, APRB's Articles of
Incorporation or Bylaws, or any agreement, lease, mortgage, bond, indenture,
license or other document or undertaking, oral or written, to which APRB is a
party or is bound or may be affected, nor will such execution, delivery and
carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental
body.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      i.           Trading
Status.  APRB’s
common stock is listed for quotation on the OTC Bulletin Board, with the symbol
“APRB” To the knowledge of
APRB, APRB has not been threatened and is not subject to removal of its common
stock from the OTC Bulletin Board.

      


      j.           SEC
Status.  The common stock of APRB is registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934.  APRB has
filed all reports required by the applicable regulations of the
SEC.

      


      k.           Compliance with
Laws.  APRB’s operations have been conducted in all material
respects in accordance with all applicable statutes, laws, rules and
regulations.  APRB is not in violation of any Applicable
Law.

      


      6.           Deliveries at
Closing

      


      a.   At the
Closing the Exchanging Shareholders shall deliver to APRB the certificates for
their shares of Advanced Swine duly endorsed for transfer to APRB.

      


      b.   At the
Closing, APRB shall deliver to the Exchanging Shareholders or their assignees
certificates for the Exchange Shares.

      


      7.           Restriction on
Resale. The Exchange Shares to be issued by APRB to the Advanced Swine
Shareholders hereunder at the Closing will not be registered under the
Securities Act of 1933, or the securities laws of any state, and cannot be
transferred, hypothecated, sold or otherwise disposed of within the United
States of America until:  (i) a registration statement with respect to
such securities is declared effective under the Securities Act of 1933, or (ii)
APRB receives an opinion of counsel for the stockholders, reasonably
satisfactory to counsel for APRB, that an exemption from the registration
requirements of the Securities Act of 1933 is available.

      


      The certificates representing the
shares which are being issued to the Advanced Swine Shareholders pursuant to
this Agreement shall contain a legend substantially as follows:

      


      “THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR APOGEE ROBOTICS, INC.
RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO APOGEE ROBOTICS, INC.
THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS
AVAILABLE.”


      
        
           


        

        
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      8.           Registration
Rights.  Within ten days after the first date on which all of
the Series A Preferred Stock has been converted into common stock (the
“Conversion Shares”), APRB will file with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-1 to permit the public resale of the
Conversion Shares.  APRB will include in the S-1 the Conversion Shares
of all holders who request inclusion and provide the information required for
the S-1.  APRB will use its best efforts to cause the S-1 to be
declared effective by the SEC, and will provide each holder whose shares are
included in the S-1 with an electronic copy of the prospectus.  APRB
will file such amendments to the S-1 as are necessary in order for the S-1 to
remain effective until the earlier of (a) the date on which all of the
Conversion Shares may be sold pursuant to Rule 144 or (b) the date on which all
of the Conversion Shares have been sold.

      


      9.           Applicable Law.    This
Agreement shall be governed by the laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof, as applied to agreements
entered into and to be performed in such state.

      


      10.         Assignment; Binding
Effect.  This Agreement, including both its obligations and
benefits, shall inure to the benefit of, and be binding on the respective heirs
and successors of the parties and on their respective permitted assignees and
transferees.  This Agreement may not be assigned or transferred in
whole or in part by any party without the prior written consent of the other
parties, which consent shall not be unreasonably withheld or
delayed.

      


      11.         Counterparts.  This
Agreement may be executed in multiple facsimile
counterparts.   Each of the counterparts shall be deemed an
original, and together they shall constitute one and the same binding Agreement,
with one counterpart being delivered to each party hereto.

      


      IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date and year
written on the first page.

       

       

      APOGEE
ROBOTICS, INC.

      


      By: /s/ Ligang
Shang

            Ligang
Shang, Chief Executive Officer

      


      
         
 and

      

      


      
         
/s/ Ligang
Shang

      

      
         
       LIGANG
SHANG

      

      


      
         
 /s/ Zhenjiang
Wang

      

      
         
      ZHENGJIANG
WANG

      

      


      


      
         
LONDON
FINANCIAL GROUP LTD.

      

      


      
         
By:
/s/____________________________

      

      
         
Name:

      

      
         
Title:

      

      


      
         
SINO
GROUP INVESTMENT LTD.

      

      


      
         
By:
/s/__________________________

      

      
         
Name:

      

      
         
Title:

      

    

     

     

    
      9