SHARE EXCHANGE AGREEMENT

This Agreement dated as of the 14^th day of December, 2007, by and among Achievers Magazine Inc., a Nevada corporation, having its offices at 220 Cambie Street, Suite 400, Vancouver, British Columbia V6B 2MP (the “Issuer”), and Sincere Investment (PTC), Ltd., a British Virgin Islands corporation, having an office at Trinity Chambers, P.O. Box 4301, Road Town, British Virgin Islands (the “Shareholder”).

WHEREAS, the Shareholder is the holder of all of the issued and outstanding capital stock (the “Talent Shares”) of Talent International Investment Limited, a British Virgin Islands corporation (“Talent”);

WHEREAS, the Talent is also the holder of all of the issued and outstanding capital stock of Xinghe Yongle Carbon Co., Ltd.;

WHEREAS, the Issuer is willing to issue shares of its common stock, par value $.0001 per share (“Common Stock”), to the Shareholder in consideration for the Talent Shares;

 

NOW, THEREFORE, for the mutual consideration set out herein, the parties agree as follows:

 

1. Exchange of Shares.

 

(a) Issuance of Shares by Issuer. On and subject to the conditions set forth in this Agreement, the Issuer will issue to the Shareholder, in exchange for all of the Talent Shares, which represents all of the issued and outstanding capital stock of Talent (the “Shares”), 5,867,608 shares of Common Stock, all of which will be issued in the name of the Shareholder.

 

(b) Transfer of Talent Shares by the Shareholder. On and subject to the conditions set forth in this Agreement, the Shareholder will transfer to the Issuer all of the Talent Shares, free and clear of any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind, in exchange for the Shares to be issued to the Shareholder and the Designees.

 

(c) Closing. The issuance of the Shares to the Shareholder and the Designees and the transfer of the Talent Shares to the Issuer will take place at a closing (the “Closing”) to be held at the office of Sichenzia Ross Friedman Ference, LLP, 61 Broadway, 32^nd Floor, New York, New York 10006 as soon as possible after or contemporaneously with the satisfaction or waiver of all of the conditions to closing set forth in Section 4 of this Agreement.

 

2. Representations and Warranties of the Issuer. The Issuer hereby represents, warrants, covenants and agrees as follows:

 

(a) General.

 

(i) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Issuer has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a material adverse effect on the Issuer. The Issuer is not in violation of any provisions of its certificate of incorporation or its bylaws. No consent, approval or agreement of any individual or entity is required to be obtained by the Issuer in connection with the execution and performance by the Issuer of this Agreement or the execution and performance by the Issuer of any agreements, instruments or other obligations entered into in connection with this Agreement. The Issuer does not have any equity investment or other interest, direct or indirect, in, or any outstanding loans, advances or guarantees to or on behalf of, any domestic or foreign corporation, limited liability company, association, partnership, joint venture or other entity. 

 

(ii) The Issuer provided to the Shareholder true, correct and complete copies of the Issuer’s articles of incorporation, including all amendments thereto, and the Issuer’s bylaws, including all amendments thereto, as such articles of incorporation and bylaws are in effect on the date hereof.

 

(iii) The Issuer has full power and authority to carry out the transactions provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Issuer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and except that any remedies in the nature of equitable relief are in the discretion of the court. All necessary action required to be taken by the Issuer for the consummation of the transactions contemplated by this Agreement has been taken.

 

(iv) The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable. The issuance of the Shares to Shareholder and Designees is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Regulation S promulgated by the Securities and Exchange Commission (“SEC”) thereunder (“Regulation S”).

(v) The Issuer has authorized capital stock consisting of 75,000,000 shares of Issuer Common Stock, of which 5,108,900 shares of Common Stock are issued and outstanding on the date of this Agreement.

(vi) The Issuer is not party to any agreement or understanding pursuant to which any securities of any class of capital stock are to be issued or created or transferred. Except as contemplated in the securities purchase agreement dated the date of this Agreement between the Issuer and XingGuang Investment Corporation Limited (the “Purchase Agreement”), neither the Issuer nor any officer, director or 5% stockholder of the Issuer has any agreements, plans, understandings or proposals, whether formal or informal or whether oral or in writing, pursuant to which it or he granted or may have issued or granted any individual or entity any Convertible Security or any interest in the Issuer or the Issuer’s earnings or profits, however defined. As used in this Agreement, the term “Convertible Securities” shall mean any options, rights, warrants, convertible debt, equity securities or other instrument or agreement upon the exercise or conversion of which or upon the exchange of which or pursuant to the terms of which additional shares of any class of capital stock of the Issuer may be issued.

 

(vii) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its properties or any of its officers or directors (in their capacities as such). There is no judgment, decree or order against the Issuer that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. The term “Best Knowledge” of the Issuer shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent businessperson would reasonably have obtained in the management of such Person’s business affairs after making due inquiry and exercising the due diligence which a prudent businessperson should have made or exercised, as applicable, with respect thereto.

(viii) There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of the Issuer) pending or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the best of the Issuer’s knowledge, threatened against the Issuer.

(ix) The Issuer has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).

(x) The Issuer has properly filed all tax returns required to be filed and has paid all taxes shown thereon to be due. All tax returns previously filed are true and correct in all material respects.

(xi) The Issuer has no outstanding liabilities or obligations to any party except as reflected on the Issuer’s Form 10-QSB for the quarter ended October 31, 2007, other than charges since such date similar to those incurred in past periods and consistent with past practice, all of which will be paid in full or otherwise satisfied on or prior to the Closing Date.

(xii) The Issuer’s Form 10-KSB for the year ended July 31, 2007, contains the audited financial statements of the Issuer, certified by Amisano Hanson, Chartered Accountants (“Auditor”), the Issuer’s independent registered accounting firm, and the Issuer’s Form 10-QSB for the quarter ended October 31, 2007 contains the unaudited financial statements of the Issuer which have been reviewed by Auditor. The balance sheets fairly present the financial position of the Issuer, as of their respective dates, and each of the consolidated statements of income, stockholders’ equity and cash flows (including any related notes and schedules thereto) fairly presents the results of operations, cash flows and changes in stockholders’ equity, as the case may be, of the Issuer for the periods to which they relate, in each case in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved. Auditor is independent as to the Issuer in accordance with the rules and regulations of the SEC. The books and records of the Issuer have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transaction. The Issuer has not received any letters of comments from the SEC relating to any filing made by the Issuer with the SEC which has not been addressed by an amended filing, and each amended filing fully responds to the questions raised by the staff of the SEC. The Issuer maintains disclosure controls and procedures that are effective to ensure that information required to be disclosed by the Issuer in its annual and quarterly reports filed with the SEC is accumulated and communicated to the Issuer’s management, including its principal executive and financial officers as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Issuer’s internal controls or other factors that could significantly affect such controls subsequent to July 31, 2007. The Issuer has not received any advice from Auditor to the effect that there is any significant deficiency or material weakness in the Issuer’s controls or recommending any corrective action on the part of the Issuer or any subsidiary of the Issuer. The Issuer does not have any contingent liabilities. All of the Issuer’s operations are conducted by its wholly-owned subsidiary, Achievers Publishing Inc., a British Columbia corporation (the “Subsidiary”). As of the date of this Agreement, the Issuer has no assets and no liabilities other than the liabilities set forth on closing balance sheet of the Issuer as of the closing date, which is set forth on Schedule A to this Agreement. All liabilities of the Issuer will be paid or otherwise satisfied at the Closing, and the Issuer will provide Talent with evidence of such payment. The Issuer has no guarantee or other contingent obligations or liabilities relating to the operations, liabilities or commitments of the Subsidiary, whether contractually or as a matter of law.

 

(xiii) The execution and delivery of this Agreement by the Issuer and the consummation of the transactions contemplated by this Agreement will not result in any material violation of the Issuer’s certificate of incorporation or by-laws, or any applicable Law.

(xiv) The Issuer has provided the Shareholder with a currently dated lien search showing no liens on the business or assets of the Issuer.

(b)  SEC Documents. The Issuer’s Common Stock is registered pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Issuer is current with its reporting obligations under the Exchange Act. The Common Stock is listed on the OTC Bulletin Board. The Issuer has received no notice, either oral or written, with respect to the continued listing of the Common Stock on the OTC Bulletin Board. The Issuer has not provided to any investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Issuer, but which has not been so disclosed. As of their respective dates, the Issuer’s filings made pursuant to the Exchange Act (the “Issuer SEC Documents”) complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the Issuer SEC Documents did not 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.

3. Representations and Warranties of Shareholder. The Shareholder hereby represents, warrants, covenants and agrees as follows:

 

(a) The Shareholder understands that the offer and sale of the Shares is being made only by means of this Agreement and understands that the Issuer has not authorized the use of, and the Shareholder confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Shareholder is aware that the purchase of the Shares involves a high degree of risk and that the Shareholder may sustain, and has the financial ability to sustain, the loss of his entire investment, understands that no assurance can be given that the Issuer will be profitable in the future, that there is no public market for the Common Stock, and the Issuer can give no assurance that there will ever be a public market for the Common Stock. Furthermore, in subscribing for the Shares, the Shareholder acknowledges it is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in making an investment in the Shares.

(b) The Shareholder is not acquiring the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Shareholder may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;

  

(c) The Shareholder acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and provincial securities laws;

 

(d) The Shareholder acknowledges and agrees that the Issuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws;

 

(e) The Shareholder represents and warrants that no broker or finder was involved directly or indirectly in connection with his or her purchase of the Shares pursuant to this Agreement. The Shareholder shall indemnify the Issuer and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Shareholder’s warranty contained in this Paragraph 3(e).

 

(f) The Shareholder understands that he or she has no registration rights with respect to the Shares.

(g) The Shareholder is not a citizen or resident of the United States.

(h) The Shareholder is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;

(i) The Shareholder is acquiring the Shares as principal for the Shareholder’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;

(j) The Shareholder is not an underwriter of, or dealer in, the common stock of the Issuer, nor is the Shareholder participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(l) The Shareholder is not aware of any advertisement of any of the Shares; and

(m) No person has made to the Shareholder any written or oral representations:

 

(i) that any person will resell or repurchase any of the Shares;

(ii) that any person will refund the purchase price of any of the Shares;

(iii) as to the future price or value of any of the Shares; or

(n) The Shareholder represents he has such knowledge and experience in financial and business matters as to enable the Shareholder to understand the nature and extent of the risks involved in purchasing the Shares. The Shareholder is fully aware that such investments can and sometimes do result in the loss of the entire investment. The Shareholder has engaged his or her own counsel and accountants to the extent that the Shareholder deems it necessary.

 

4. Conditions to the Obligation of Shareholder and the Issuer. The obligations of Shareholder and the Issuer under this Agreement are subject to the following conditions:

 

(a) The completion of the sale of notes an investor group pursuant to an agreement between the Issuer and XingGuang Investment Corporation Limited contemporaneously with the exchange contemplated by this Agreement;

(b) The completion of the purchase by the Issuer of 3,340,000 shares of Common Stock pursuant to a buy-back agreement dated the date of this Agreement among the Issuer, as purchaser, and Arto Tavukciyan and Lyndon Grove, as sellers, with 625,000 of the shares of Common Stock being held in escrow subject to the Issuer making payments required in the buy-back agreement.

(c) The purchase by eight investors of the issuance of 1,751,900 shares of common stock from an investor group.

(d) The delivery by the Issuer of a legal opinion from counsel to the Company in a form reasonably satisfactory to the Shareholder that:  (i) the Shares, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable and (ii) all of the outstanding shares of capital stock of the Issuer have been duly and validly authorized and issued, fully paid and non-assessable and were either (x) registered pursuant to the Securities Act of 1933, as amended, or (y) were issued in transactions exempt from the registration requirements of such Act pursuant to Section 4(2) and/or Rule 505 or 506 of the Securities and Exchange Commission under such Act.

(e) The resignation of, and execution of a general release by, all officers and directors of the Issuer, and the election of Dengyong Jin as the sole director.

(f) The stock of the Subsidiary, shall have been transferred or sold in a transaction whereby the Issue has no obligations or liabilities, direct or contingent, with respect to any current or future liabilities, obligations or contractual rights of the Subsidiary.

 5. Miscellaneous.

 

(a) This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing that expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all parties with respect to a modification or amendment or the party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement.

 

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 

(c)  This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

 

(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.

(e) The various representations, warranties, and covenants set forth in this Agreement or in any other writing delivered in connection therewith shall survive the issuance of the Shares.

[Signatures on following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Achievers Magazine Inc.

By: /s/ Arto Tavukciyan

Arto Tavukciyan, President and Chief Executive Officer

Sincere Investment (PTC), Ltd.

By: /s/Lizhong Gao

Name: Lizhong Gao

Title:   President