SHARE EXCHANGE AGREEMENT by and among CHINA FUHUA NEW MATERIAL HOLDINGS, INC., LEADING ASIA PACIFIC INVESTMENT LIMITED, GOOD WEALTH CAPITAL INVESTMENT LIMITED, TMK POWER INDUSTRIES LTD., HENIAN WU, ZONGFU WANG, JUNBIAO HUANG UNITECH INTERNATIONAL...Share Exchange Agreement • December 29th, 2008 • China Fuhua New Material Holdings Inc. • Blank checks • Delaware
This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of December 12, 2008, is by and among China Fuhua New Material Holdings, Inc., a Delaware corporation ("Fuhua"), Leading Asia Pacific Investment Limited, a British Virgin Islands company ("Leading Asia"), Good Wealth Capital Investment Limited, a Hong Kong company ("Good Wealth"), TMK Power Industries Ltd., a PRC company ("TMK", and together with Leading Asia and Good Wealth, the "Leading Asia Companies"), Henian Wu, Zongfu Wang and Junbiao Huang (such individuals being referred to herein as the "Founders"), the sole shareholder of Leading Asia, Unitech International Investment Holdings Limited, a British Virgin Islands company ("Unitech") and Ming Xu (for purposes of Section 7.10 only). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A he
